Vernon City Council
November 7, 2023

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND STONEX FINANCIAL INC. FOR ENERGY RISK MANAGEMENT SERVICES

COVER PAGE
Contractor: StoneX Financial, Inc. – FCM Division
Responsible Principal of Contractor: Michele Owens; Director, Risk Policy & Advisory
Notice Information - Contractor: StoneX Financial Inc. – FCM Division 1251 NW Briarcliff Parkway, Suite 800
Kansas City, MO 64116
Attention: Legal
Email: [email protected]
Notice Information – City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry,
General Manager of Public Utilities
Telephone: (323) 583-8811 ext. 579
Commencement Date: November 7, 2023
Termination Date: November 6, 2026
Consideration: Total not to exceed $180,000 (includes all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND STONEX FINANCIAL INC.

FOR ENERGY RISK MANAGEMENT SERVICES
This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and StoneX Financial Inc. – FCM Division, a Florida corporation (“Contractor”).

The City and Contractor agree as follows:

1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on November 7, 2023.

2.0 SCOPE OF SERVICES.

2.1 Contractor and Imperial Irrigation District Energy Department (hereinafter, “IID”) previously entered into a competitively bid service agreement, which commenced on April 10, 2023 and terminates on March 31, 2026 (IID Contract). A copy of the IID Contract is attached hereto and incorporated herein reference as Exhibit “D”. The Contractor is offering the City the same services and pricing for Energy Risk Management Services that were offered and agreed to between IID and the Contractor. Contractor shall perform all work necessary to complete the services set forth in Contractor’s proposal to the City (Proposal) dated September 13, 2023, Exhibit “A”, a copy which is attached to and incorporated into this Agreement by reference.

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

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

3.0 PERSONNEL.

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

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

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

4.0 TERM. The term of this Agreement shall commence on November 7, 2023, and it shall continue until November 6, 2026, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.

5.2 Contractor’s grand total compensation for the entire term of this Agreement, shall not exceed $180,000 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

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

5.4 City shall reimburse Contractor only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor:

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

5.4.2 Approved reproduction charges.

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

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

5.6 Licenses, Permits, Fees, and Assessments. Contractor shall obtain, at Contractor’s sole cost and expense, such licenses, permits, and approvals as may be required

by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for the performance of the Services by this Agreement.

6.0 PAYMENT.

6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule.

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

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

7.0 CITY’S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor’s services.

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

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

10.0 EXCLUSION OF WARRANTIES. Except for the express warranties in this agreement, (a) each party hereby disclaims all warranties, either express, implied, statutory, or otherwise under this agreement, and (b) contractor specifically disclaims all implied warranties of merchantability, and fitness for a particular purpose. Each party understands that neither party

makes any guarantee, express or implied, to the other party of profit, or of any particular economic results from the services provided hereunder. contractor shall use best efforts in providing the services. City hereby explicitly acknowledges and agrees that contractor makes no representations or guarantees related to the services and contractor assumes no liability for outcomes related to City’s use of the services.

11.0 LIMITATION OF LIABILITY. In no event will either party be liable to the other or to any third party for any loss of use, revenue, or profit or loss of data or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages.

Such excluded damages include, but are not limited to, loss of good will, loss of profits, loss of use and interruption of business.

12.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage. i. Automobile Liability with limits of $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage.
ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify, and hold harmless the City and its respective employees, agents, and City Council from and against claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. iii. General Liability with limits of $1,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Commercial General Liability “occurrence” form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be included on the policy as additional insureds with respect to liability arising out of Contractor’s performance of this Agreement. (1) If the Contractor employs other contractors as part of the services rendered, Contractor’s Protective Coverage is required. Contractor may include all subcontractors as insured under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein.
(2) Contractor agrees to subrogate General Liability resulting from

performance under this Agreement by agreeing to defend, indemnify, and hold harmless the City and its respective employees, agents, and City Council from and against claims, liabilities, suits, losses, damages, injuries and expenses, including costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services.
iv. Professional Errors and Omissions coverage in an amount not less than $1,000,000 per claim and the annual aggregate, covering all acts, errors, omissions, and negligence in the performance of services for the City or on behalf of the City hereunder. Such insurance shall be maintained in force at all times during the term of the Agreement and for a period of 5 years thereafter for services completed during the duration of the Agreement. The City shall be given at least 30 days’ notice of the cancellation or expiration of the aforementioned insurance for any reason.
v. Excess Coverage – Any umbrella or excess insurance shall contain or be endorsed to contain 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 own insurance or self-insurance shall be called upon.

Any umbrella or excess liability policy will be in the “following form.” It will contain a provision to the effect that if the underlying aggregate is exhausted, the excess coverage will drop down as primary insurance.
vi. Contractor shall comply with the applicable sections of the California Labor Code concerning workers’ compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws of California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(1) Provide a copy of permissive self-insurance certificate approved by the State of California; or
(2) Secure and maintain in force a policy of workers’ compensation insurance with statutory limits and Employer’s Liability Insurance with a limit of $1,000,000 per accident. 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 or
(3) Provide a “waiver” form certifying that no employees subject to the Labor Code’s Workers’ Compensation provision will be used in the performance

of this Agreement.
vii. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days prior written notice to the City. viii. Insurance shall be placed with insurers with a Best’s rating of no less than A-VIII. ix. Prior to the commencement of performance, Contractor shall furnish the City with a certificate of insurance for each policy. Each certificate must be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by the City. City may require complete, certified copies of any or all policies at any time. x. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify the City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney’s fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City’s option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney’s fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

13.0 GENERAL TERMS AND CONDITIONS.

13.1 INDEPENDENT CONTRACTOR

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

13.1.2 Contractor acknowledges that Contractor and any subcontractors,

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

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

13.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. Contractor shall remain the sole and exclusive owner of all right, title, and interest in and to the documents and materials provided to City as part of the services, including all intellectual property rights therein, and Contractor hereby grants City a limited, irrevocable, perpetual, non-exclusive, non-transferable, non-sublicenseable license to use any such documents and materials for any and all purposes reasonably necessary for City’s receipt and use of the services. These documents and materials shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

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

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

13.6 WAIVER. The City’s waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

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

13.8 NO ASSIGNMENT. Contractor shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City’s sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

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

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

13.11 INTERPRETATION.

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

13.11.2 Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation, and agreements (written or oral).

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

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

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

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

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

13.13 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.

13.14 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.

13.15 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: Richard Corbi, Planning and Analysis Manager 4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

StoneX Financial Inc. -- FCM Division
Attention: Legal
1251 NW Briarcliff Parkway, Suite 800
Kansas City, MO 64116
[email protected]
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.

13.16 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.

13.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreement in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days’ written notice to Contractor. If the Agreement is thus terminated by City for reasons other than Contractor’s failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor’s exclusive remedy for termination without cause.

13.18 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. This 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.

13.19 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.

13.19.1 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.

13.20 MAINTENANCE AND INSPECTION OF RECORDS.

The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor’s records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Agreement and/or is paying only the amounts to which Contractor is properly entitled under the Agreement or for other purposes relating to the Agreement.

The Contractor shall maintain and preserve all such records for a period of at least three (3) years after termination of the Agreement.

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

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

13.21 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.

13.22 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.

13.23 [RESERVED]

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

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

City of Vernon, a California charter City
and California municipal corporation
By: ____________________________
Carlos Fandino, City Administrator
StoneX Financial Inc. -- FCM Division, a
Florida corporation
By:

Name:

Title:

ATTEST:
_______________________________
Lisa Pope, City Clerk
By:

Name:

Title:

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

EXHIBIT A

CONTRACTOR'S PROPOSAL

ENERGY PRICE RISK MANAGEMENT SERVICES
September 13, 2023
StoneX Financial Inc., FCM Division Page 2 of 17 2023
Table of Contents

1. Executive Summary

2. Project Organization and Key Personnel

2.1. Project Organization

2.2. Project Team – Highlighted California Utility Work

3. Proposed Method to Accomplish the Work

3.1. Periodic Energy Risk Management Policy/Procedures Assessment

3.2. Hedge Strategy Design Review and Maintenance

3.3. Counterparty Credit Risk Evaluation and News Reporting

3.4. Know-Risk™ Credit and Position Tracking/Reporting System

3.5. On-Going Hedge Strategy Consulting & Market Intelligence

4. Project Schedule

5. Cost Proposal
StoneX Proposal Contacts Info
Name: Michele Owens
Title: Director, Risk Policy & Advisory
Address: 230 South LaSalle Street, Suite 10-500, Chicago, IL 60604 Phone: (312)373.8250
Email: [email protected]
Name: Dan Conrath
Title: Senior Energy Market Advisor
Address: 230 South LaSalle Street, Suite 10-500, Chicago, IL 60604 Phone: (312)373.8250
Email: [email protected]
StoneX Financial Inc., FCM Division Page 3 of 17 2023

1. Executive Summary
For over 33 years, StoneX Financial Inc. (StoneX), has been providing risk management services and software products to manage energy price and credit risk. StoneX became a wholly owned subsidiary of StoneX Group Inc. in 2010 and its services and products are now offered through the FCM Division of StoneX.

StoneX’s parent company, StoneX Group Inc. (NASDAQ: SNEX), is a Fortune 100 company providing customers across the globe with execution and advisory services in commodities, capital markets, currencies, asset management, and more. StoneX Group Inc. serves more than 50,000 clients representing mainly commercial customers through a network of over 80 offices around the world. Our StoneX FCM Division is focused on continuing our steadfast expertise in energy risk management for both utility and retail industrial/commercial customers.

Spanning over three decades, StoneX has provided services similar to those being requested by the City of Vernon Public Utilities (Vernon) to over 70 entities, including policy and procedure review, hedge strategy maintenance, counterparty credit evaluation, and on-going position and credit reporting/tracking. As a result, StoneX has a unique insight in the progression and trends of the energy industry.

The StoneX customer base includes investor-owned and municipal gas and electric utilities (municipals represent roughly 30% of our utility base) that collectively buy over 2 TCF of natural gas annually. This consumption represents approximately 12% of the total natural gas usage in the United States and approximately 25% of residential and commercial natural gas demand in the U.S. annually. Our expansive client base in the utility industry gives us a thorough understanding of what utilities require to develop and operate an on-going energy risk management program.

StoneX combines its unique expertise in developing and implementing energy price risk management programs with on-going support in position reporting and counterparty credit tracking. StoneX’s corporate structure and experience offers a diverse team of energy professionals that provide clients with a comprehensive menu of risk management services. Dan Conrath and Michele Owens who have worked with California based utilities for the last 20 years will be designated as the key StoneX contacts in implementing energy risk management services for Vernon.

StoneX Financial Inc., FCM Division Page 4 of 17 2023
Service Summary
Periodic Energy Risk Management Policy/Procedures Assessment • StoneX will review Vernon’s energy/credit policy and procedures documentation as requested and outline any needed updates to align with industry best practices • Findings will be outlined in a formal document with results presented to senior management/staff upon request
• The review will include internal controls, hedge strategy objectives, and credit monitoring components
Hedge Strategy Design Review and Maintenance
• StoneX will review Vernon’s methodology used for hedge strategy design and execution as requested • StoneX will guide Vernon in making any needed hedge plan updates to best manage Vernon’s combined energy portfolio in light of budget targets and the approved horizon • StoneX will be available to assist Vernon with hedge plan execution and evaluating current operational and market conditions that drive energy hedge and procurement decisions Risk Analysis Reporting via Know-Risk™
• StoneX, via its online software system, Know-Risk™, will assist with deal tracking and validation • Mark-to-market reports and scenario analysis reports will be updated daily and available online through Know-Risk™ for Vernon generation or a push from StoneX Credit Risk Evaluation, Tracking & Reporting
• StoneX will conduct creditworthiness evaluations of Vernon’s counterparties and assist in setting limits for approved counterparties
• StoneX will document the limit compliance process through the credit tracking feature of Know-Risk™ • Credit exposure and scenario analysis reports will be available daily through Know-Risk™ and sent monthly to Vernon along with a Credit News Watch Report • On an annual basis, or more frequently as deemed necessary, StoneX will help Vernon analyze whether the original credit evaluation scores remain effective for current counterparties • Any credit risk mitigation or security tools such as Parental Guaranties and Letters of Credit will be reviewed to verify acceptable commercial terms
On-Going Hedge Strategy Consulting and Market Intelligence • Daily, weekly, and monthly market updates in the energy complex will include market and industry trends along with more specific supply/demand and pricing data • The StoneX HedgeMonitor Pro Package provided will bring simplicity, consistency and confidence to Vernon’s procurement decisions
• StoneX will utilize this market data and information to assist with Hedge Strategy implementation • StoneX personnel will be available for on-site workshops as well as Risk Oversight Committee meetings as needed
StoneX Financial Inc., FCM Division Page 5 of 17 2023

2. Project Organization and Key Personnel

2.1.Project Organization
Project Team Organizational Structure
Project Team Overview, Responsibilities and Experience

Michele Owens, Director Risk Policy & Advisory, Key Contact- Project Manager Responsibilities: Main Oversight, Transaction and Agreement Review, Collateral Security Review, KnowRisk™/Software Oversight, Energy and Credit Policy/Procedure Analysis, Credit Evaluations, Collateral Security Review, and Reporting Coordination with Know-Risk™ software team Additional Experience in CA Utility Market: See descriptions for for CA Investor-Owned Utility, CA Municipal Utiliies A B and C, and CA Power Cooperative detailed further below in section 2.2 - PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.

Dan Conrath, Senior Energy Market Advisor, Key Contact
Responsibilities: Lead Visionary Hedge Strategy Design, Collaborative Oversight, Policy Design Experience in CA Utility Market: See descriptions for CA Investor-Owned Utility, CA Municipal Utiliies A B and C, CA Irrigation District, and CA Power Cooperative detailed further below in section 2.2 - PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.

Chris Amedeo, Senior Vice President
Responsibilities: Hedge Strategy Design, Operational Procurement, Transaction and Agreement Review Additional Experience in CA Utility Market: See descriptions for CA Investor-Owned Utility, CA Municipal Utiliies A B and C, CA Irrigation District, and CA Power Cooperative detailed further below in section 2.2- PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.

Carl Neill, Senior Market Analyst
Responsibilities: Energy Market Reports and Energy Market Analysis StoneX Financial Inc., FCM Division Page 6 of 17 2023
Additional Experience in CA Utility Market: See descriptions for CA Investor-Owned Utility, CA Municipal Utiliies A and B, CA Irrigation District, and CA Power Cooperative detailed further below in section 2.2 - PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.

Jake Blood, Risk Manager
Responsibilities: Policy Review + Credit Risk Mitigation through Counterparty Evaluation and Reporting Additional Experience in CA Utility Market: See descriptions for CA Municipal Utilities A and B detailed further below in section – 2.2 PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.

Nick Dowell, Senior Risk Management Software Engineer
Keval Shah, Risk Management Software Engineer
Responsibilities: Design, Maintenance and Data Input for Know-Risk™ and Markit-View™ Additional Experience in CA Utility Market: See descriptions for CA Municipal Utiliies A and B detalied further below in section 2.2 - PROJECT TEAM - HIGHLIGHTED CALIFORNIA UTILITY WORK.

2.2.Project Team – Highlighted California Utility Work
To protect the confidentiality of our client base, we have summarized the type of customer CA Utility the StoneX Project Team has worked with.

CA Investor-Owned Utility
In 1996, StoneX began working with this utility, one of the largest combination natural gas and electric utilities in the United States, serving approximately 15 million people. Initial work included the development of a risk management strategy for the natural gas distribution company. Later work concentrated on the natural gas for power hedging program. StoneX also provided educational workshops to the power group before this department began to utilize financial power transactions.

CA Irrigation District
This customer-owned electric utility, irrigation and domestic water provider hired StoneX in 2001 to assist with the execution of natural gas price financial hedge strategies. In addition to brokering underlying natural gas price exposure, StoneX works with this utility to identify and control basis differentials against NYMEX using NYMEX/CME ClearPort.

CA Power Cooperative
In 2001, StoneX was retained to customize a risk management program approach for this entity with membership open to municipalities, rural electric cooperatives, irrigation districts and other publicly owned entities interested in the purchase, aggregation, scheduling and management of electrical energy.

StoneX continued to provide on-going risk management services for this entity for two decades.

CA Municipal Utility A
StoneX was hired by this municipal utility in 2002 to formalize an energy risk management program.

This entity is a community-owned utility that serves about 45,000 households with over 100,000 residents in the State of California using hydro and gas generation. The initial phase of this project was completed in 2003 and this entity has chosen to utilize StoneX’s on-going consulting services to date – which include counterparty risk management, software tracking for price/credit risk exposure, periodic reviews of the hedge program as well as Market Intelligence reporting and hedge execution advisory.

StoneX Financial Inc., FCM Division Page 7 of 17 2023
CA Municipal Utility B
In 2004, this entity, hired StoneX to assist with the creation of a policy to mitigate credit and to help in the documentation of departmental standard operating procedures (SOP). IN 2005, StoneX was hired to review existing Risk Management Policy documentation, assist in the establishment of effective oversight committee reporting, and to conduct a follow up SOP compliance review. In 2007, this entity asked StoneX to assist with the implementation of the Credit Policy counterparty review. In 2008, StoneX was hired for on-going services including routine policy/procedure reviews, hedge plan monitoring/ execution/ tracking, Know-Risk™ portfolio valuation, and counterparty credit evaluations / monitoring/ reporting. In 2022, this entity hired StoneX as its broker for financial hedging.

CA Municipal Utility C
In 2004, this municipal utility hired StoneX to assist with the creation of a policy to mitigate credit risk and for the creation of a standard operating procedures and controls manual. StoneX created a credit risk mitigation policy that was customized to meet this entity’s size and structure. Additionally, StoneX worked with this entity to ensure industry best practices were in place across the organization to implement business objectives and risk management policy. A formal Procedures and Controls document was drafted to allow for streamlined and seamless processes in the on-going operation of the utility.

StoneX Financial Inc., FCM Division Page 8 of 17 2023

3. Proposed Method to Accomplish the Work

3.1. Periodic Energy Risk Management Policy/Procedures Assessment StoneX is available to assist Vernon in reviewing its Energy Risk Management and Counterparty Credit Policies and Procedures on a yearly basis. Vernon’s program will be reviewed against the most recently identified industry best practices. StoneX’s annual Utility Hedge Survey provides a sound resource for this comparison (and roughly 30% of StoneX’s client base is a municipal or cooperative utility). Below is a sample of results from a recent survey on hedge program objectives:

Any needed revisions discovered will be addressed with a recommended solution. StoneX can provide a results review to Vernon, as well as present the results to senior management/staff as requested. An illustration of potential assessment results can be found below:

Policy Review
• Evaluate risk management program objectives given current goals • Assess hedge objectives, risk tolerance levels, and company policies • Review composition and role of oversight committee
• Evaluation of internal control guidelines (such as authorizations & required reporting) • Review risk management policies for adherence to industry standards StoneX Financial Inc., FCM Division Page 9 of 17 2023
Procedure and Internal Controls Review
• Assess departmental roles and responsibilities
• Evaluate hedge approval process and authorization procedures • Evaluate reporting requirement processes
• Review process flow for transaction execution and reconciliation Hedge Strategy Objectives and Parameters Review
• Evaluate hedge strategy objectives in comparison to industry best practices • Ensure objectives follow energy risk management policy goals • Ensure objectives specify benchmarks and the strategy implementation overall structure • Evaluate hedge parameters against recent industry standards Credit Monitoring and Risk Analytics Review
• Review credit risk mitigation policy
• Review counterparty evaluation methodology and acceptable transacting exposure limit structure • Review contractual requirements (ISDAs, NAESB, etc.)
• Evaluate credit reporting analytics for oversight, reporting frequency, types of reporting, limit exceed notifications/procedures, and financial stability monitoring • Examine credit mitigation tools (netting, set-off, guaranties, letters of credit, etc.)

3.2. Hedge Strategy Design Review and Maintenance
Hedge Strategy Design Review
• Review Vernon’s quantifiable methodology used for hedge strategy design and execution • Utilize industry best practices comparisons for any recommended updates identified Hedge Strategy Design Maintenance
• Guide Vernon in making any needed hedge plan updates to best manage Vernon’s combined energy portfolio optionality given budget targets, market liquidity, and the approved horizon • Assist Vernon with hedge plan execution procedures and evaluating current operational and market conditions that drive energy hedge and procurement decisions • Assist with on-going monitoring of the energy portfolio and hedge plan target status (see examples below under the Know-Risk™ Hedge Target Report section)

3.3. Counterparty Credit Risk Evaluation and Credit News Reporting The establishment of a methodical credit policy is a key component to help address the unpredictable financial characteristics of participants in the energy industry today. While the initial credit evaluation is important in deciding whether or not to conduct business with a given company, the ability to monitor on-going exposure in a timely manner remains vital. StoneX will work with Vernon to evaluate current limit assumptions in place and verify if those values hold true. Any updates identified will be incorporated.

StoneX proposes to apply the credit risk evaluation methodology for initial and on-going financial strength review of Vernon’s counterparties as outlined below:

StoneX Financial Inc., FCM Division Page 10 of 17 2023
Initial Counterparty Credit Strength Evaluation
• Help Vernon apply a practical scoring model for classification into distinct risk categories compliant with Vernon’s Risk Management Policy & Procedures pertaining to Credit Procedures • Based on resulting scores, work with Vernon on assigning appropriate credit limits • When credit scoring required data is not readily available, StoneX will work with Vernon on identifying credit risk mitigation tools to make the company viable (i.e. Parental Guaranties or Letters of Credit) • Once credit risk mitigation tools are under negotiation with prospective counterparties, StoneX will guide Vernon on the appropriate commercial terms given agreement magnitude and potential exposure
• StoneX will also aid Vernon in recommending/reviewing Master Agreement documents for appropriate credit support terms such as netting for inclusion Sample Counterparty Credit Review
Sample Counterparty Classification and Contingencies List Monthly Exposure and Credit News Reporting
• Send comprehensive exposure report results to designated Vernon personnel on a monthly basis (see example in next section) or more frequently as requested • Monitor credit news and distribute a Credit Watch Report each month with any news found on current or prospective Vernon counterparties
StoneX Financial Inc., FCM Division Page 11 of 17 2023
Sample Credit Watch News Report
Periodic Updates of Initial Counterparty Evaluations
▪ On an annual basis, or more frequently as deemed necessary, help analyze whether the original credit evaluation scores remain effective for current counterparties ▪ Alert Vernon to changes in class that may require credit limit revisions

3.4. Know-Risk™ Credit and Position Tracking/Reporting System StoneX’s Know-Risk™ online software system provides a central system, both client and consultant accessible, for counterparty entry, physical and financial deal capture, credit risk management, market risk management, and report generation.

System Capabilities
• Know-Risk™ is designed to track positions and generate reports for all energy products • The Know-Risk™ system has “user type” classifications that allow for varying levels of access (e.g., administrator, validator, trader, read-only)
• Individual login credentials will be generated for each staff member designated by Vernon • Audit trail functionality: Activity within Know-Risk™ is tracked and can be viewed via the “system log,” and questions over who took what action and when can be easily identified • Vernon may designate as many portfolios as need to manage its energy risk exposure StoneX Financial Inc., FCM Division Page 12 of 17 2023
Data Input & Logistics
• Counterparty Entry
o Approved counterparties and credit limits (including netting/setoff as applicable) o Accounts receivable/payable data
• Position Entry
o Initial & on-going positions
o All positions entered have a validation feature
• Price Entry and Updates:
o Market prices will be updated by StoneX through Mark-It View™ on a daily basis o For products outside of Mark-It View™’s offerings, StoneX will work with Vernon on an appropriate solution or derived price
• Report Generation:
o Reports are updated every business day and can be generated by StoneX or Vernon o If Vernon would like StoneX to generate and submit reports, StoneX will work with Vernon in setting up an appropriate reporting/submission schedule Reports & Risk Metrics (Generated via Know-Risk™ Daily) • Credit Exposure
• Mark-to-Market
• Hedge Target Report
• Variance to Budget (VTB)/Variance to Market (VTM) Report • Scenario Analysis
Technical Support
• StoneX will be available to provide training on Know-Risk™ for Vernon staff • StoneX will be available via phone/email during business hours for technical support Security Features & Specifications
• Prices used for report generation come from independent source, Mark-It View™, and are reviewed for outliers daily
• Codero provides Know-Risk™’s primary server hosting. Codero (Phoenix, AZ) provides SAS 70 Type II certification, 24/7/365 network monitoring, fire suppression systems, power backup and redundant HVAC systems
• StoneX has its own dedicated server and each client has an individual database within the server • All communication between the browser and the server is encrypted using TLS 1.2 (sha256RSA 2048 Bits)
• In addition, all system passwords are encrypted using Triple AES • Servers are backed up daily
Platforms Included
• Know-Risk™: Main report generation platform that tracks hedge positions, budgets, and counterparties and performs mark-to-market, variance to budget, margin, risk assessment, and credit exposure calculations
StoneX Financial Inc., FCM Division Page 13 of 17 2023
Know-Risk™ Report Examples: Counterparty Tracking & Credit Exposure

Report Functionality
✓ Allows user to enter/track positions by counterparty, set/track credit limits for each counterparty, and calculate the current credit exposure to each counterparty ✓ Allows user to stress market prices to evaluate possible exposure under varying scenarios Features
✓ User can choose to run the report for most recent close or any historical market trading date ✓ Data can be copied into Microsoft Excel
✓ Marked-to-market data for current trades is input via transparent pricing points or proxies Uses
✓ Daily calculation of credit exposure and stressed analysis ✓ In instances where netting has been negotiated with a counterparty, calculates overall exposure to account for the “net” effect of accounts payable/receivable ✓ Any collateral margin collected can be incorporated to calculate total exposure Sample Counterparty Entry
Sample Credit Exposure Report

Know-Risk™ Report Example: Mark-to Market Report
Report Functionality
✓ Compares all positions to current market prices to assess profit/loss for a given portfolio Features
✓ User can choose to run the report for most recent close or any historical market trading date ✓ Query can be filtered by trade date, deal ticket, tenure date, location, portfolio, counterparty, option type, option strike, or side (or a combination of these) ✓ Query can also be sorted by tenure date, trade date, side, deal ticket, location, option type, portfolio, or counterparty
✓ Exportable to Microsoft Excel
Uses
✓ Daily comparison of hedged position values to current market values StoneX Financial Inc., FCM Division Page 14 of 17 2023
✓ Provides consolidated view of all current hedged positions SAMPLE Mark-to-Market Report
Know-Risk™ Report Example: Hedge Target Report
Report Functionality
✓ Graph displays market price in comparison to price trigger targets and time trigger targets Features
✓ User can choose to run the report for most recent close or any historical market date Uses
✓ Track overall daily hedge plan status & monitor market for execution triggers Know-Risk™ Report Example: Variance to Budget (VTB)/Variance to Market Report /(VTM) Report Functionality
✓ Compares current position value to budget target and at the current market Features
✓ User can choose to run the report for most recent close or any historical market date ✓ Data can be copied into Microsoft Excel, graph can copy/paste into program of choice StoneX Financial Inc., FCM Division Page 15 of 17 2023
Uses
✓ Overall VTB or individual budgeted locations snapshot for management meetings and reports ✓ Track portfolio/position value and VTB/VTM daily

3.5. On-Going Hedge Strategy Consulting & Market Intelligence From extensive experience in working in the energy industry, StoneX’s team of Dan Conrath, Chris Amedeo, and Michele Owens have knowledge on how to evaluate Vernon’s portfolio mix or how to vet prospective deals and the potential exposure tied to those opportunities.

Hedge Portfolio Maintenance and Monitoring
• Assist with entering hedge targets, budgets, & transactions in Vernon’s Know-Risk™ system On-Going Support
• Available at any time during business hours to assist Vernon with strategy or market questions • Provide phone conferences monthly or more frequently as needed to discuss market conditions, counterparty credit risk, hedge strategy effectiveness, industry best practices, and any additional issues that may affect Vernon’s ability to properly analyze future energy risks • Provide on-site workshops to the executives and staff on complicated hedging topics as needed • Attend Risk Oversight Committee meetings on an as-needed basis • Provide Vernon with the opportunity to attend StoneX’s annual client meeting that serves as a forum to talk with similar entities
StoneX Market Intelligence
StoneX’s market intelligence products are designed to bring simplicity, consistency and confidence to Vernon’s energy risk management decisions.

Variance to Market/Budget
StoneX Financial Inc., FCM Division Page 16 of 17 2023
StoneX HedgeMonitor Pro Package
• StoneX HedgeMonitor Pro: adding HedgeMonitor Pro to an existing hedge program methodology and combining it with regularly scheduled strategy discussions between the procurement team and StoneX representatives will provide another level of comfort to senior management regarding the execution of Vernon’s risk management objectives. HedgeMonitor Pro combines Value and Economics with Momentum to display quantifiable hedge recommendations.

Weekly Deliverables:
o Precipice (Momentum): a multi-dimensional trading system that provides timeframe directional trades (entry & exits points) as well as the Precipice Index used in the HedgeMonitor Pro
o The StoneX Market Indicator (Economics): analyzes major market drivers affecting price and quantifies them into a “very bearish” to “very bullish” gauge o The StoneX Value Matrix (Value): a historical lookback of price used to identify value o Supporting charts to illustrate the core factors driving the market Monthly Deliverables:
o High level market commentary and key takeaways
Monthly Market Update Call with StoneX Commodity Experts Your team of StoneX in-house market analysts will provide a customized monthly market update on Vernon’s energy commodity exposure via video conferencing. Market conditions, hedge strategy effectiveness, industry best practices and any additional issues that may affect Vernon’s ability to properly analyze future price risks will be discussed.

Designated Point of Contact & Access to StoneX Commodity Experts Vernon will have a primary point of contact at StoneX that will facilitate communication, deliver market intelligence updates and facilitate any one-off requests. Additionally, Vernon’s team of StoneX in-house market analysts will be available throughout the month via phone and email for any market and strategy questions that arise.

General Daily and Weekly Market Commentary Reports
StoneX produces general daily and weekly commodity reports that cover fundamental and technical market information driving prices. Vernon’sstaff will receive these via email and/or the MyStoneX portal.

StoneX Financial Inc., FCM Division Page 17 of 17 2023

4. Project Schedule

5. Cost Proposal
SCOPE OF WORK Proposed Cost
 Periodic Energy Risk Management Policy/Procedures Review  Know-Risk™ Term Deal Position Tracking and Mark-to-Market Reporting  Know-Risk™ Credit Limit Status Reporting
 Counterparty Credit Risk Evaluation, Collateral Review & Credit News  On-Going Hedge Strategy Consulting & Market Intelligence $5,000/month
for a
36 month
contract term
Expenses Included

EXHIBIT B

SCHEDULE
StoneX Financial Inc., FCM Division Page 17 of 17 2023

4. Project Schedule

5. Cost Proposal
SCOPE OF WORK Proposed Cost
 Periodic Energy Risk Management Policy/Procedures Review  Know-Risk™ Term Deal Position Tracking and Mark-to-Market Reporting  Know-Risk™ Credit Limit Status Reporting
 Counterparty Credit Risk Evaluation, Collateral Review & Credit News  On-Going Hedge Strategy Consulting & Market Intelligence $5,000/month
for a
36 month
contract term
Expenses Included

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 certifies and represents that its employee handbook states that it is an "Equal Opportunity Employer", which prohibits discrimination against any applicant or employee based on protected class or characteristic.

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.

EXHIBIT D

SERVICE AGREEMENT

BETWEEN
STONEX FINANCIAL INC. AND IMPERIAL IRRIGATION DISTRICT
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Chris Amedeo
4/26/2023 4/20/2023
Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 1 of 12 [This document is property of the Contract Administrator – Do Not Alter Additions may be suggested in writing.]
Energy Risk Management Services

CONSULTING SERVICES

TERMS & CONDITIONS

1.0 The Parties
This Contract is made by and between the Imperial Irrigation District (“IID”) an irrigation district established under Division 11 of the California Water Code, Sections 20500 et seq. and StoneX Financial, Inc. (“Consultant”).

2.0 Paragraph Headings and Definitions

2.1 Paragraph headings in this Contract are for convenience only, and are not to be construed to define, limit, expand, interpret, or amplify the provisions of this Contract. When initially capitalized in this Contract or amendments hereto, the following words or phrases shall have the meanings specified:

2.2 Best Efforts - Those efforts that a competent, experienced, and prudent Consultant would use to perform and complete the requirements of this Contract in a timely manner, exercising the degree of care, competence, and prudence customarily imposed on a consultant performing similar work in the State of California.

2.3 Contract - This Contract, including all referenced documents, between IID and Consultant for the performance of the Work, and any subsequent written modifications executed by IID and Consultant.

2.4 Consultant - The legal entity that executes this Contract with IID to perform the Work.

2.5 Contract Manager - The title of the person designated by IID to be its representative with authority to act for IID regarding this Contract and the Work of Consultant.

2.6 Force Majeure - An act of God, or event beyond the control of a party, including an act or omission of government, act or omission of civil or military authority, strike or lockout, act of a public enemy, war, blockade, insurrection, riot, epidemic, landslide, earthquake, fire, storm, lightning, flood, washout, or civil disturbance which could not have been avoided through the exercise of reasonable care and prudence.

2.7 Milestone - A principal event specified in the Contract relating to an intermediate completion date of a portion of the work, or a period of time within which the portion of the work should be performed prior to Substantial Completion of all the Work.

2.8 Work - All or a part or phase of the obligations undertaken by Consultant pursuant to the Contract.

3.0 Scope of Work

3.1 IID hereby retains and engages Consultant, and Consultant accepts such engagement, to perform the services in the manner and for the compensation hereinafter specifically provided.

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3.2 Specific Scope of Work: The Specific Scope of Work to be performed under this contract is contained on Exhibit 1, herein attached.

4.0 Manner of Compensation

4.1 IID shall compensate Consultant for Work performed by Consultant by paying Consultant, on a “Not-toExceed” basis:

4.2 Not-to-Exceed Price Amount: The total compensation for all Services performed under this Contract shall not exceed One Hundred Eighty Thousand Dollars ($180,000.00) including expenses.

4.3 The compensation due under the Firm-Fixed Monthly Price method shall be comprised of the entire amount of labor, whether direct labor, direct non-labor expenses, support or miscellaneous costs for the accomplishment of the Work on a monthly basis.

4.3.1 Firm-Fixed Monthly Price: A monthly fixed amount of Five Thousand ($5,000.00) as full compensation for all work described in this Contract.

4.3.2 Direct Non-Labor Expenses - shall only be those that directly result from, or are needed to facilitate, the accomplishment of direct labor expenses. The parties may enter into a further arrangement in which all or certain non-labor expenses shall be approved by IID prior to being incurred by Consultant.

4.3.2.1 Direct Non-Labor Expenses - shall include the following, so long as such costs are reasonable and identifiable costs substantiated with detailed receipts for these expense and directly applicable to the Work:

4.3.2.1.1 testing expenses, such as surveys, and specialty sub-Consultants;

4.3.2.1.2 communication expenses, such as telephone, fax, express mail charges and postage;

4.3.2.1.3 reproduction costs, such as printing, copying, and binding, and;

4.3.2.1.4 travel and subsistence costs, such as airfare, mileage, meals, and accommodations.

4.3.3 Exclusion of Expenses - Expenditures such as pay-per-view movies, video games, liquor cabinet or bar bills, or any type of alcoholic beverage on restaurant receipts, charged to the hotel bill or credit card, are the consultant’s responsibility and are not reimbursable by the IID.

5.0 Payment

5.1 Invoices - IID shall pay Consultant for Services rendered by Consultant hereunder on the basis of monthly invoices for the period ending on the final day of the month. IID shall pay each invoice within 30 days after receipt. Invoices shall include, project description, the description and breakdown of costs, any Milestones applicable to the invoiced costs, the month such costs were incurred, and total expenses billed to date.

5.2 Exclusion of Expenses - Expenditures such as pay-per-view movies, video games, liquor cabinet or bar bills, or any type of alcoholic beverage on restaurant receipts, charged to the hotel bill or credit card, are the consultant’s responsibility and are not reimbursable by the IID.

5.3 Consultant shall notify the IID in writing when eighty (80) percent of the Contract’s Scope of Work has been completed.

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6.0 Schedule of Work

6.1 The Consultant shall perform all work and provide all deliverables in accordance with the Schedule of Work, which is attached hereto and incorporated herein as Exhibit 1.

6.2 The Consultant shall immediately notify the IID, in writing, upon learning about any potential cause which may impact the schedule for any phase of the work as called for in Exhibit 1, Schedule of Work.

The Consultant shall provide a detailed description of the potential cause and an estimate of its impact on the Project's cost and schedule in the written notice.

6.3 Immediately after assessing the impact of the identified schedule delay(s), the Consultant shall assign any and all required resources to mitigate any impacts and/or delays to ensure the project can meet all future requirements. Failure to meet any two (2) of the Milestones of the approved schedule will constitute a material breach that may cause the termination this Contract with any unpaid balances being released in their entirety to the IID.

7.0 Time Of Completion

7.1 Time Is Of The Essence - With regard to all contract Milestones and all time limits stated in this Contract “time is of the essence." Consultant shall, at all times, endeavor to meet or beat any dates associated with any Milestones specified in this Contract.

7.2 Completion dates for specific Milestones for the Work in accordance with this Contract, are specified in Exhibit 1. All design Work contemplated in this Contract, with the exception of Work associated with Bidding and Construction Services, is to be completed no later than the dates listed in Exhibit 1.

8.0 Audits and Records

8.1 Audit - IID reserves the right to designate a representative(s) to perform an audit of all records associated with the Contract. IID shall not have access to Consultant’s composition of fixed overhead rates or lump sums, the financial make up of payroll burdens or to any costs expressed as a percentage of direct labor costs. If Consultant fails to provide supporting documentation for any costs charged to IID to IID’s satisfaction, then Consultant agrees to reimburse IID for those costs.

The right to audit shall extend during the length of this contract and for a period of three (3) years, or longer if required by law, following the date of final payment under this contract. Consultant agrees to retain all necessary records/documentation for the entire length of this audit period.

8.2 Books and Records - Consultant shall upon request provide to IID copies of ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to IID.

9.0 Control of the Work

9.1 The Consultant shall not commence any work until the Consultant has been directed to do so by a written Notice to Proceed from the IID. In the event that the schedule for the Work may be impacted by delays in the issuance of the Notice to Proceed the schedule shall be adjusted to accommodate such delays.

9.2 Consultant shall report on all Work performed for IID through IID's Contract Administrator and any designated representatives. Consultant shall comply with any coordination and completion criteria specified by IID, and shall diligently prosecute each phase of the Work.

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10.0 Changes
The IID, without invalidating this Contract, may by written order make changes within the general scope of work, and/or, the time of completion, and/or to the dates and times of deliverables as required by this Contract by altering, adding to and/or deducting from the services to be performed and/or the time for performance. Changes may also be requested by the Consultant who will seek a change pursuant to the provisions of this Section.

Consultant shall immediately notify the IID, in writing, upon learning about any potential cause which may impact the Contract Price. Any change sought herein must be agreed to in writing by both parties prior to its execution. If any changes created under this Section 10.0 causes an increase or decrease in the Consultant's cost of, or the time required for, or the performance of any part of the Work under this Contract, the IID shall make an equitable adjustment to the Contract Price, Schedule of Work, or both and shall amend the Contract accordingly in writing. The Consultant must submit any proposal for adjustment under this clause within 30 calendar days from the date of receipt of the written request for change from IID or at the time the Consultant presents the change to IID. All such changes in the services shall be in writing and shall be performed subject to the provisions of this Contract.

11.0 Ownership of Documents

11.1 Documents - Original project documents, including reproducible record prints of drawings, calculations, estimates, designs, specifications, field notes and data prepared in the course of performing the Services, shall become the property of IID. All final reports including reconnaissance reports, pre-feasibility reports and feasibility reports shall be the property of IID. Documents, drawings, specifications, and electronic information/data, including computer aided drafting and design (“CADD”), prepared by Consultant pursuant to this agreement are not intended or represented to be suitable for reuse by IID or others on extensions of the Project or on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at IID’s sole risk and without liability to Consultant. IID assumes full responsibility for such changes unless IID has given Consultant prior notice and has received from Consultant written consent for such changes. Electronic data delivered to IID is for IID'S convenience and shall not include the professional stamp or signature of an engineer or architect. IID agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with the decline of accuracy or readability of electronic data due to inappropriate storage conditions or duration.

11.2 Confidentiality In performing services under this Contract, Consultant will gain access to proprietary information concerning IID's business processes including, but not limited to, water and power business issues, information relating to personnel, customers, energy and water trading and transfers, generation, energy and water contracts, transmission and distribution systems, as well as information, product of proposals or final work from other consulting firms working for the IID in related matters containing information which is proprietary in nature, including, but not limited to, unnamed consultant proposals and work product regarding design, construction and other related matters associated with other projects, or any other work the IID may have at the time of this Contract relating to its Work directly or indirectly. All written recommendations, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created especially for this project by or provided to Consultant in connection with the performance of this Contract shall be held confidential by Consultant. Consultant shall not, without the prior written consent of IID, use such materials for any purposes other than the performance of the services under this Contract. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Contract. Nothing furnished to Consultant, which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use IID’s name or insignia, photographs relating to the project for which Consultant’s services are rendered, or any publicity pertaining to the Consultant’s services under this Contract in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of IID.

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12.0 Duties of Consultant

12.1 Degree of Care - In the performance of its services hereunder, Consultant shall exercise that degree of skill and judgment commensurate with that which is normally exercised by recognized professional Consultants in the same discipline, with respect to services of a similar nature, in accordance with all applicable rules, laws and regulations.

12.2 Licenses - Consultant represents and warrants to IID that it has all licenses, permits, qualifications, insurance and approvals of whatsoever nature, which are legally required of Consultant to practice its profession. Consultant represents and warrants to IID that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Contract, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession.

12.3 Use of IID Documentation

12.3.1 The IID will make available to the Consultant documentation, including but not limited to, drawings, specification, owner’s manuals, manufacturer’s documentation, or previous design documentation regarding existing facilities and/or equipment associated with the Work of this Contract.

12.3.2 The Consultant may use this documentation as the basis for its design. If said documentation is found to be inadequate, the Consultant will notify the IID of these inadequacies in writing. The Consultant will take full responsibility for the final design and indemnify and hold harmless the IID for any and all claims, suits, losses or damages arising out of negligent acts, errors or omissions of the Consultant attributable to the design effort.

12.4 Standards of Performance

12.4.1 The Consultant shall be responsible for the adequacy of its own work and that of all Subcontractors under contract to the Consultant for this Project. Where approval by the IID, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omission, noncompliance with industry standards, or negligence on the part of the Consultant or its Subcontractors.

12.4.2 The Consultant expressly declares that the services to be provided under this Contract shall be performed exercising Best Efforts. The Consultant shall, without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications, and other services.

12.5 Consultant represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the IID.

12.5.1 All of the services required herein under shall be performed by the Consultant or under its supervision, except when otherwise instructed by the IID, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services.

12.5.2 Any changes or substitutions in the Consultant’s key personnel must be made known to the IID’s representative and written approval must be granted by the IID’s representative before said change or substitution can become effective.

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12.5.3 Consultant warrants that all services shall be performed by skilled and competent personnel to the highest professional standards in the field.

12.5.4 All of the Consultant’s personnel (and all Subcontractors) while performing Work in accordance with this Agreement shall comply with all IID and/or legal requirements governing conduct, safety and security.

13.0 Duties of IID

13.1 Reviews and Approvals - The IID shall review and provide comments on and/or approval of all submittals made by the Consultant in accordance with the schedule for the Scope of Work included in Exhibit 1. The IID shall provide all comments and/or approvals in writing. In the event that IID reviews are delayed from the timelines established in the schedule, the Consultant shall be entitled, at IID’s sole discretion, to either an increase in contract time or compensation for the costs incurred as the direct result of IID’s lateness in providing such reviews and approvals.

14.0 Suspension
IID may, upon 10-calendar day written notice, direct Consultant to suspend performance on any or all of the services under the Contract for a specified period of time. If any suspension is not occasioned by the fault of Consultant, this Contract may be supplemented to compensate Consultant for extra costs incurred due to the suspension, provided that any claim for adjustment is supported by appropriate cost documentation, subject to audit, and asserted within twenty days after the date IID issues a notice for resumption of the services under the Contract. Consultant shall be entitled to an extension to any work schedule to the extent a delay was caused by the suspension. Upon receipt of a suspension notice, Consultant shall (1) discontinue the Work under the Contract, (2) place no further orders or subcontracts, (3) suspend all orders and subcontracts, (4) protect and maintain all completed Work, and (5) otherwise mitigate IID's costs and liabilities for those areas of work suspended. Consultant shall resume services under the Contract after such suspension on 10-calendar days written notice from IID.

15.0 Termination

15.1 Under the terms hereunder, IID may, at any time and for any reason, terminate this Contract upon not less than 21 days written notice to Consultant. Under such circumstances, this Contract and shall terminate on the date set forth in such written notice.

15.2 Termination For Cause - If Consultant shall fail to diligently, timely and expeditiously perform any of its respective obligations under this Contract, and such failure shall have continued for 10 days after IID has delivered written notice thereof to Consultant; or Consultant shall make a general assignment for the benefit of its creditors, a receiver or trustee shall have been appointed on account of Consultant's insolvency, Consultant otherwise shall be or become insolvent, or an order for relief shall have been entered against Consultant under Chapter 7 or Chapter 11 of Title 11 of the United States Code; or Consultant otherwise shall be in default under the Contract and such default shall not have been cured within 10 days after IID has delivered written notice to Consultant; then, IID, upon 7 days' prior written notice to Consultant, immediately may terminate this Contract for cause.

15.2.1 Upon termination of this Contract for cause, Consultant shall be entitled only to payment of that portion of services performed for which Consultant has not been paid and which Consultant has actually satisfactorily performed, up to the date of such termination; provided, however, that:

15.2.1.1 No allowance shall be included for any out-of-pocket costs and expenses incurred by Consultant by reason of the termination of this Contract.

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15.2.1.2 Nothing contained in this Contract shall limit in any manner any rights or remedies otherwise available to IID by reason of a default by Consultant under this Contract including, without limitation, the right to seek full reimbursement from Consultant for all costs and expenses incurred or to be incurred by IID by reason of Consultant's default hereunder and which IID would not have otherwise incurred if Consultant had not defaulted hereunder.

15.3 Termination For Convenience - In the event that IID terminates this Contract for reasons other than those set forth above Consultant shall be entitled to payment for services performed which have not been paid to Consultant and which shall compensate Consultant for all services actually and satisfactorily performed by Consultant up to the date of such termination, plus an amount equal to reasonable and actual out-of-pocket costs and expenses incurred by Consultant and directly attributable to the termination of this Contract.

15.4 Termination For Nonpayment - If Consultant does not receive payment within 30 days from the date it is due and payable hereunder, Consultant shall have the right, upon not less than 10 days written notice to IID, to terminate this Contract. Consultant shall be entitled to compensation for all services performed satisfactorily under the Contract. If within the 10-day period IID effects payment, the notice of termination shall have no further force or effect and Consultant shall continue to perform the services hereunder as if the notice of intention to terminate had not been given.

15.5 Duties of Consultant Upon Termination - Upon any termination of this Contract Consultant shall:

15.5.1 Discontinue all of its services under the Contract from and after the date of the notice of termination, except as may be required to complete any item or portion of services to a point where discontinuance will not cause unnecessary waste or duplicative work or cost, for which services, Consultant, if it has terminated this Contract for nonpayment, shall be compensated in the manner and to the extent that Consultant otherwise would have been compensated under the terms of this Contract.

15.5.2 Cancel, or, if so directed by IID, transfer to IID all or any of the commitments and Contracts made by Consultant relating to the services, to the extent they may be canceled or transferred by Consultant.

15.5.3 Transfer to IID in the manner, to the extent, and at the time directed by IID, all supplies, materials and other property produced as a part of, or acquired in the performance of Consultant's services.

15.5.4 Take such other actions as IID may reasonably direct.

16.0 Relationship of Parties
Consultant shall, for all purposes, be an independent contractor as to IID and under no circumstances shall the relationship of employer and employee arise between the agents or employees of Consultant and IID.

17.0 Assignment and Subcontracting

17.1 Non-Assignment - A substantial inducement to IID for entering into this Contract is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Contract will be permitted only with the express consent of the IID. Consultant shall not subcontract any portion of the work to be performed under this Contract without the written authorization of IID. If IID consents to such subcontract, Consultant shall be fully DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 8 of 12 responsible to IID for all acts or omissions of the subcontractor. Nothing in this Contract shall create any contractual relationship between IID and subcontractor nor shall it create any obligation on the part of the IID to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.

17.2 Successors and Assigns - This Contract shall be binding upon the successors and assigns of each of the parties hereto in respect to all of the provisions hereof. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of any of the parties, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the parties to this Contract.

18.0 Laws and Regulations
Consultant will comply in the performance of the Contract with all laws and regulations applicable to Consultant in its performance of the Contract.

19.0 Insurance
Consultant agrees to maintain and provide the following insurance throughout the time that Consultant performs work under this Contract:

19.1 Commercial General Liability Insurance - Commercial General Liability Insurance shall be provided on an occurrence form or equivalent. Claims made or modified occurrence forms will not be accepted.

Total limits for all coverages shall be no less than $1,000,000 per occurrence and general aggregate.

IID and its employees and agents shall be added as additional insured using an ISO form.

19.2 Auto Liability Insurance - Primary coverage shall be written on a Business Auto Coverage form that provides coverage for any auto. If coverage is written on an ISO form, symbol 1 (any auto) must be included. Limits shall be no less than $1,000,000 per accident. If consultant owns no autos then endorsements to the Commercial General Liability Insurance policy for non-owned and hired vehicles are acceptable.

19.3 Workers' Compensation – Workers' Compensation coverage providing workers' compensation statutory benefits as required by law. (This provision shall not apply if Consultant has no employees performing work under this Agreement, however, in such case Consultant must sign the “Certificate of Exemption from Workers Compensation Insurance” included in Exhibit 2 attached to this Contract.)

19.4 Professional Liability Insurance - Professional liability coverage with policy limits of not less than $1,000,000 effective during the pendency of the work which is the subject of this Contract, and covering claims made not less than one year following completion of all the work.

20.0 Indemnification
Consultant and IID shall both indemnify each other in proportion to their comparative fault as established under California law.

21.0 Consequential Damage Limitation
Consultant shall not be liable for consequential damages, defined as breach of contract damages not recoverable under California law. Consultant shall not be liable for lost profits or business interruption damages under any cause of action.

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22.0 Force Majeure
In the event either party by reason of a Force Majeure is rendered unable to perform its duties under this Contract then upon the party giving written notice of the particulars and estimated duration of Force Majeure to the other party within 5 calendar days after knowledge of the occurrence of the Force Majeure, the party may have the time for performance of its duties extended for the period equal to the time performance is delayed by the Force Majeure. The effects of the Force Majeure shall be remedied with all reasonable dispatch, and the party giving notice shall use Best Efforts to eliminate and mitigate all consequences. A Force Majeure for which notice has not been given shall be an un-excused delay.

23.0 Attorneys' Fees
If either party to this Contract shall bring any action, claim, appeal, or alternative dispute resolution proceedings, for any relief against the other, declaratory or otherwise, to enforce the terms of or to declare rights under this Contract (collectively, an Action), the losing party shall pay to the prevailing party a reasonable sum for attorneys' fees and costs incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling, or award (collectively, a Decision) granted therein. Any Decision entered in such Action shall provide for the recovery of attorneys' fees and costs incurred in enforcing such Decision. The court or arbitrator may fix the amount of reasonable attorneys' fees and costs on the request of either party. For the purposes of this paragraph, attorneys' fees shall include, without limitation, fees incurred in the following: (1) post-judgment motions and collection actions; (2) contempt proceedings; (3) garnishment, levy, and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation. "Prevailing party" within the meaning of this paragraph includes, without limitation, a party who agrees to dismiss an Action on the other party's payment of the sums allegedly due or performance of the covenants allegedly breached, or who obtains substantially the relief it seeks.

24.0 Governing Law and Venue
This Contract shall be interpreted in accordance with the substantive and procedural laws of the State of California. All actions or proceedings arising in connection with this Contract shall be tried and litigated exclusively in State court located in the County of Imperial, State of California and Federal court located in the County of San Diego, State of California. The aforementioned choice of venue is mandatory, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Contract in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or a similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the Counties of Imperial and San Diego, respectively, California, shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute or proceeding arising out of or related to this Contract. Each party hereby authorizes service of process sufficient for personal jurisdiction in any action against it at the address and in the manner for the giving of notice as set forth in this Contract.

25.0 Integration
This Contract and any exhibits hereto, as well as other documents referred to in this Contract, constitute the entire Contract between the parties with regard to the subject matter hereof and thereof. This Contract supersedes all previous Contracts between or among the parties. There are no Contracts, representations, or warranties between or among the parties other than those set forth in this Contract.

26.0 Authorized Representatives and Notices

26.1 Representatives - Prior to commencement of the work under the Contract, IID and Consultant shall agree on the designation of a representative authorized to act in behalf of each party.

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26.2 Notice and Communications - All communications relating to the day-to-day activities under this Contract shall be exchanged between the representatives of IID and Consultant. All legal notices and communications required under or related to this Contract shall be in writing, and shall be delivered personally or mailed by certified mail, postage prepaid, return receipt requested, to the representatives of IID and Consultant identified below. Notice shall be effective on the date of delivery.

To: Imperial Irrigation District To: StoneX Financial, Inc.

Laurie M. Franks Michele Owens
Contract Administrator Director, Risk Advisory & Policy P.O. Box 937 230 South LaSalle Street, Suite 10-500
Imperial, CA 92251 Chicago, IL 60604
Phone: (760) 339-9712 Phone: (312) 373-8250
Fax: (760) 339-9702 Fax: (312) 277-3349
E-Mail: [email protected] E-Mail: [email protected]

26.3 A party may change or supplement the information exchanged concerning authorized representatives and notices by giving the other party written notice of the new information in the manner set forth above.

26.4 Invoicing – Invoices must be submitted in the form of mail or pdf format by email and include the following information:
 Vendor name
 Remit address (if different than business address)
 Service agreement number (810000XXXX) (do not include # in front of number)  Invoice number and date
 Tax amount (if applicable)
 Total payable
 Invoice back-up should follow the requirements in Section 5.1.

Email: Mail:
[email protected] Imperial Irrigation District
[email protected] P.O. Box 937
Imperial, CA 92251

27.0 Waiver
The failure of IID to insist upon strict performance of any of the terms and conditions of this Contract, or to exercise or delay the exercise of any rights or remedies provided by this Contract or by law, or the acceptance of work or payment for work shall not release Consultant from any of the responsibilities or obligations imposed by law or by this Contract and shall not be deemed a waiver of any right of IID to insist upon strict performance of this Contract. None of the provisions of the Contract shall be considered waived by either party except when such waivers are agreed upon in writing by the parties.

28.0 Survival of Obligations and Liabilities
The termination, cancellation, or acceptance of the work under the Contract shall not relieve Consultant of its obligations for work completed prior to the effective date of such termination, cancellation, or acceptance, nor shall it relieve Consultant of its liabilities at law or under this Contract.

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29.0 Severability
If any provision of this Contract or the application thereof to any person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Contract shall not be affected thereby, and each such provision shall be valid and enforceable to the fullest extent permitted by law. However, if either party in good faith determines that the finding of illegality or un-enforceability adversely affects the material consideration for its performance under this Contract such party may, by giving written notice to the other party, terminate this Contract.

30.0 Employment of IID Staff by Consultant
This Contract may be unilaterally and immediately terminated by the IID if the Consultant or any of its Subcontractors knowingly employs an individual who, within (12) months immediately preceding such employment, did in the individual's capacity as an IID officer or employee, participate in, negotiate with or otherwise have an influence on the recommendation of the formation of this contract made to the Imperial Irrigation District’s Board of Directors in connection with the selection of the Consultant and its Subcontractors.

31.0 Prevailing Rates of Wages

31.1 When required by statute, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which this Contract is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in Chapter 1 (commencing with Section 1720) Part 7, Division 2 of the Labor Code, shall be paid to all eligible workers employed on this public work. Copies of the prevailing rate of per diem wages are on file at IID and are available for inspection by any interested party upon request. In accordance with the provision of the California Labor Code, IID has obtained from the Director of Industrial Relations of the State of California his determination of the general prevailing rates of per diem wages in the locality in which the work is to be performed.

31.2 To the extent applicable, should the prevailing wage rate be officially increased, decreased, or eliminated a corresponding adjustment shall be made to the Contact Price, which shall reflect the effect of that change in or elimination of the prevailing wage rate.

No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Contractor shall comply with Labor Code Section 1777.5 for all apprenticeable occupations.

32.0 Release of Public Information

32.1 Selection announcements, contract awards, and all data (with special emphasis on any and all customerrelated information) provided to the Consultant by the IID shall be protected from public disclosure by the Consultant and its Subconsultants and/or Subcontractors. The IID shall be solely responsible for answering requests to inspect public records. Except as necessary for the performance of this Contract, DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 12 of 12 all other information relating to the items to be delivered or services to be performed under this Contract may not be disclosed to anyone outside the IID without prior written approval from the IID.

32.2 Dissemination or public disclosure includes, but is not limited to, access to information by any other person, or entity (except authorized/approved subcontractors), publication of technical or scientific papers, Radio, T.V., Newspaper or Trade journals, advertising, or any other proposed public release.

The Consultant shall provide adequate physical protection to such information so as to preclude access by any person, entity, or media not authorized by the IID. The Consultant is responsible for the enforcement of this clause on its Subconsultants and/or Subcontractors.

32.3 If the Consultant desires to release information to the public, the Consultant must submit in writing to the IID a copy of said information and a request for authorization for release no less than 30 days prior to the required release date. Consultant shall not release the information unless the requested written authorization has been received from IID.

32.4 Consultant shall not use IID’s name or insignia, photographs relating to the project for which Consultant’s services are rendered, or any publicity pertaining to the Consultant’s services under this Contract in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of IID.

33.0 Warranty
Consultant will re-perform any of the Work which is defective, incomplete, or which results in systems which are not fully functional.

DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Exhibit 1

SCOPE OF WORK
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Exhibit 1

SCOPE OF WORK
Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 1 of 1 Exhibit 1 – Scope of Work
The Scope of Work shall consist of the official information provided in Secondary Request for Proposals (SRFP) # 466 “Energy Risk Management Services” and the Consultant’s Response to SRFP #466.

Special Conditions:

The monthly rate includes all expenses and will be valid through March 31, 2026.

DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Exhibit 2

CERTIFICATE OF EXEMPTION FORM
WORKER’S COMPENSATION INSURANCE
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626 Imperial Irrigation District - Consulting Services Agreement (rev. 6/21/18) Page 1 of 1 Exhibit 2 – Certificate of Exemption Form, Worker’s Compensation Insurance

IMPERIAL IRRIGATION DISTRICT

CERTIFICATE OF EXEMPTION FORM
WORKER’S COMPENSATION INSURANCE
SUBJECT: __________________________________________________________________________________ CONTRACT # ________________________________ DATED________________________________________ I hereby certify that, in the performance of the work for which this Contract is entered into, I shall not employ any person in any manner so as to become subject to the Worker’s Compensation Laws of the State of California.

Executed on this _____ day of _______________, 20___, at ________________, California. _________________________________________________________________ Individual or Company Name
_________________________________________________________________ Officer / Owner Name and Title
_________________________________________________________________ Officer / Owner Signature
_________________________________________________________________ Fed. Tax I.D. Number
DocuSign Envelope ID: 5787AA1F-C2CB-4888-9D8C-4194386A3626

1 December 12, 2022
INVITATION LETTER Secondary Request for Proposal No. 466 Energy Risk Management Services
Prospective Respondents:

Imperial Irrigation District is soliciting proposals from qualified firms to provide energy risk management services in regards to the procurement of purchase power and natural gas on a firm-fixed basis. IID will receive responses until 5:00 p.m., Local Time, Thursday, January 19, 2023. Your response to this solicitation must be in accordance with the complete Secondary Request for Proposal package, which includes:

SRFP466 Invitation Letter.pdf Invitation Letter
SRFP466 Response Forms.docx Response Forms
SRFP466 Secondary Proposal Information.docx Proposal Information SRFP406 Attachment C.pdf Confidentiality & Non-Disclosure Agreement SRFP406 Attachment D.pdf Energy Risk Management Policy
SRFP406 Attachment E.pdf Authorized Transaction Policy
SRFP406 Attachment F.pdf Wholesale Counterparty Risk Mgmt Policy SRFP466 Terms Conditions.pdf Terms and Conditions
CRITICAL DATES FOR ACTION:

1. Questions and Answers
Questions concerning this Secondary Request for Proposal should be directed in writing, no later than 5:00 p.m., Local Time, Tuesday, January 3, 2023 to Mr. Marty P. Holbrook, purchasing agent, via email to:
[email protected]. Responses to questions received will be provided digitally for download on our website www.iid.com, under this solicitation listing to all participants no later than 5:00 p.m., Local Time, Thursday, January 5, 2023.

2. Proposal Due Date
Imperial Irrigation District will receive responses until 5:00 p.m., Local Time, Thursday, January 19, 2023 at the office of the Purchasing Agent, 235 East Barioni Boulevard, PO Box 937, Imperial, CA 92251-0937

PLANHOLDER NOTIFICATION
In order to be considered an official planholder and receive notifications and addenda relevant to this solicitation, you MUST be registered as an approved vendor on Imperial Irrigation District’s online solicitation website.

Imperial Irrigation District is exempt from payment of Federal Excise Taxes, but is liable for payment of applicable California Sales and Use Taxes.

RESPONSE INFORMATION
Responses should be presented using the response forms provided, and must be labeled in accordance with the labeling requirements document attached to this letter. Your response should contain all information required by this complete Secondary Request for Proposal. Please provide ONE ORIGINAL HARDCOPY RESPONSE, 2 December 12, 2022
Secondary Request for Proposal No. 466

FIVE COMPLETE HARDCOPY DUPLICATES OF THE RESPONSE, AND AN ADDITIONAL DIGITAL COPY OF THE FULL RESPONSE ON A CD, DVD OR USB THUMB DRIVE.

This is a Secondary Request for Proposal only; it is not a contract. IID is not committed to pay any costs incurred with your reply to this request or solicitation of our business. IID expressly reserves the right to accept or reject any or all responses, or any portion thereof, and to waive any informality in responses received.

All respondents are hereby informed that Imperial Irrigation District does not tolerate unethical practices by bidders to secure contracts which might result in unlawful activity, including, but not limited to, rebates, kickbacks, or other unlawful considerations. California Government Code Section 87100 specifically prohibits government agency from participating in the process of awarding public contracts when such employees have a relationship with a person or business entity seeking a contract with that agency.

Responses shall be delivered to the purchasing agent at Imperial, California, on or before the day and hour set in this invitation letter. Respondents must mark their response in accordance with the SECONDARY REQUEST FOR PROPOSAL LABELING REQUIREMENTS included in this Invitation Letter. Any responses received after the scheduled due date and time will be returned unopened. IID will not be responsible for responses received late because of delays by a third party delivery service; i.e., U.S. Mail, UPS, FedEx, etc.

It is the sole responsibility of the respondent to submit his response in proper time, with all items filled in, using the response forms provided for that purpose. Telephonic quotations, telegraphic, facsimile transmission or other openly transmitted responses, or responses which are delivered in improperly marked enclosures are considered to be improperly presented and are unacceptable. Respondents are cautioned to mark their responses in strict accordance with the instructions.

IID is an irrigation district established under Division 11 of the California Water Code, Sections 20500 et seq. IID is not compelled, for purposes of this project, to comply with the procedural requirements for competitive bidding on public works contracts as set out in the California Public Contracts Code.

IID reserves the right to privately evaluate responses. IID may evaluate responses received for responsiveness and other criteria. IID reserves the right to reject any and all responses submitted for any reason or to perform work on projects itself. Furthermore, a preferential advantage of an automatic 5 points out of 100 evaluation points will be given to vendors or contractors which operate permanent, authorized business in IID’s service area. The service area covers all of the Imperial County and portions of Riverside County, California.

A person filing a notice of protest will be required, at the time the notice is filed, to post a bond with a good and solvent surety authorized to do business in California, or submit other security, in a form approved by the purchasing agent. The purchasing agent shall hold the bond or other security until a determination is made on the protest. A bond posted or other security submitted with the notice of protest must be in an amount equal to the lesser of:
(i) Twenty-five (25) percent of the total value of the solicitation submitted by the person filing the notice of protest; or
(ii) Five thousand dollars ($5,000).

A notice of protest filed in accordance with these provisions operates as a stay of action in relation to the awarding of any contract until a determination is made on the protest. 3 December 12, 2022
Secondary Request for Proposal No. 466
If the protest is upheld, the bond posted or other security submitted with the notice of protest will be returned to the person who posted the bond or submitted the security. If the protest is rejected, a claim may be made against the bond or other security by the district in an amount equal to the expense incurred by the district because of the unsuccessful protest. Any monies remaining after the claim has been satisfied will be returned the person who posted the bond or submitted the security.

IID's Headquarters facility and General Offices are located at 333 East Barioni Boulevard, Imperial, CA 92251.

The Purchasing Offices are located on the adjacent block at 235 East Barioni Boulevard, Imperial, CA 92251- 0937.

Responses to invitations to bid, primary requests for proposals, secondary requests for proposals, qualifications requests and general correspondence intended for the purchasing section should be delivered as shown:

1. Deliveries via the United States Postal Service should be addressed to Post Office Box 937 and/or 333 East Barioni Boulevard address.

2. Hand deliveries, express, UPS, common carrier and other non-postal deliveries should be addressed to 235 East Barioni Boulevard.

3. IID will not be responsible for responses received late because of delays by a third party delivery service; i.e., U.S. Mail, UPS, FedEx, etc.

If you have a question concerning proper delivery address, please contact the Imperial Irrigation District purchasing section at 760-339-9253.

The purchasing building is open Monday – Thursday 7:30 a.m. to 5:30 p.m., closed during the lunch hour from 12:00 – 1:00 p.m. We are closed alternating Fridays. Scheduled working Fridays our hours are from 8:00 a.m. to 5:00 p.m., closed during the lunch hour from 12:00 - 1:00 p.m. (See 2022 and 2023 calendars attached) Yours very truly,
MARTY P. HOLBROOK
Purchasing Agent
Enclosures
4 SECONDARY REQUEST FOR PROPOSAL

LABELING REQUIREMENTS
Responses to solicitations must be sealed and delivered to the purchasing agent at Imperial California, on or before the date and time listed in the invitation letter.

Deliveries via the United States Postal Service should be addressed to Post Office Box 937 and/or 333 East Barioni Boulevard, Imperial, CA 92251. Hand deliveries, express, UPS, common carrier and other non-postal deliveries should be addressed to 235 East Barioni Boulevard, Imperial, CA 92251.

Your response packet envelope should be clearly marked with the solicitation number in the lower left hand corner as indicated in the illustration below.

Some solicitations may accept email delivery of response documents. Only when indicated in the invitation letter will email responses be allowed.

Imperial Irrigation District expressly reserves the right to accept or reject any or all responses, or any portion thereof, to waive any informality in responses received and to make award in part or whole. The District also reserves the right to privately evaluate solicitations and to delay the award not more than 60 working days.

SECONDARY REQUEST FOR PROPOSAL
SRFP No.: 466
Due Date: 01/19/2023
Time Due: 5:00 pm

PROVIDE ONE ORIGINAL AND FIVE COMPLETE COPIES, IN ADDITION, A DIGITAL COPY OF THE FULL PROPOSAL RESPONSE FORM ON A CD, DVD OR USB THUMB DRIVE.

DATED MATERIAL – DELIVER IMMEDIATELY
5 IID’S 2022 WORKING SCHEDULE CALENDAR
6 IID’S 2023 WORKING SCHEDULE CALENDAR