Agenda packet — Vernon City Council, December 5, 2023 (part 3 of 3)

. . . .

Item 10 Page 4 of 29

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 aroundLos 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 notexceed $138,574.12 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 Agreementfee 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 extrawork 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

Page 3 of 27 ends

. . . .

Item 10 Page 5 of 29
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 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed.

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

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

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

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

7.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services.8.0 COORDINATION OF SERVICES
. Contractor agrees to work closely with City
staff in the performance of Services and shall be available to City’s staff, consultants, and other staff at all reasonable times.

9.0 INDEMNITY. Contractor agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “claims or liabilities”), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or

Page 4 of 27 ends

. . . .

Item 10 Page 6 of 29
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 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage.
i. Automobile Liability with minimum limits of at least $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage. ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. iii. General Liability with minimum limits of at least $1,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis.

Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Agreement. The additional insured coverage under the Contractor’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. (1) If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein.
(2) Contractor agrees to subrogate General Liability resulting from performance under this Agreement by agreeing to defend, indemnify and

Page 5 of 27 ends

. . . .

Item 10 Page 7 of 29
hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. iv. Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
(2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or
(3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement.
v. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. vi. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. vii. Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. viii. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection 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

Page 6 of 27 ends

. . . .

Item 10 Page 8 of 29
Agreement and seek damages from the Agreement resulting from said breach; or (c) self -insure
the risk, with all damages andcosts incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

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

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

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

Page 7 of 27 ends

. . . .

Item 10 Page 9 of 29
years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

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

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

11.6 WAIVER. The City's waiver of any term, condition, breach, or default of this Agreement shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

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

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

11.9 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal,

Page 8 of 27 ends

. . . .

Item 10 Page 10 of 29
State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof. Violation of any law material to performance of this Agreement shall entitle the City to terminate the Agreement and otherwise pursue its remedies. Further, if the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations Contractor shall be solely responsible for all costs arising therefrom.

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

11.11 INTERPRETATION.

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

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

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

11.11.5 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. The terms of the City’s Request for Proposals shall control over the Contractor’s Proposal.

Page 9 of 27 ends

. . . .

Item 10 Page 11 of 29

11.11. 6 Construction. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

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

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

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

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

If to the City:

City of Vernon
Attention:Robert Sousa, Police Chief
4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

Foothill Communications
Attention: Cliff Yamamoto, Chief Technology Officer
133 N. San Gabriel Blvd, Suite 206
Pasadena, CA 91107
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

Page 10 of 27 ends

. . . .

Item 10 Page 12 of 29
of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

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

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

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

Page 11 of 27 ends

. . . .

Item 10 Page 13 of 29
finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

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

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

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

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

The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals, and overhead.

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

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

Page 12 of 27 ends

. . . .

Item 10 Page 14 of 29
as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

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

Page 13 of 27 ends

. . . .

Item 10 Page 15 of 29
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
Foothill Communications Inc., a California
corporation
By:

Name: Cliff Yamamoto
Title: Chief Technology Officer
ATTEST:
_______________________________
Lisa Pope, City Clerk
By:

Name: Kenji Luster
Title: Chief Executive Officer
APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
City Attorney

Page 14 of 27 ends

. . . .

Item 10 Page 16 of 29

EXHIBIT
A

CONTRACTOR'S PROPOSAL

Page 15 of 27 ends

. . . .

Item 10 Page 17 of 29
FOOTHILL COMMUNICATIONS 133 N. San Gabriel Blvd Pasadena, CA 91107 City of Vernon Police Department
Emergency Responder Radio Coverage System
RFP

Page 16 of 27 ends

. . . .

Item 10 Page 18 of 29
1 Foothill Communications
133 N. San Gabriel Blvd
Suite #206
Pasadena, CA. 91107
(626) 744-9292
www.foothillcommunications.com
Cover Letter for Proposal for the City of Vernon Police Department Emergency Responder Radio Coverage System
City of Vernon Police Department
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Brandon Gray, Police Captain
October 4, 2023
This is a proposal from Foothill Communications for the Emergency Responder Radio Coverage System for the City of Vernon Police Department.

This proposal will include all equipment costs, design, configuration, installation, commissioning and warranty coverage of a Section 510 CFC and FCC License compliant In-Building UHF T-Band Bidirectional amplifier (BDA) and Distributed Antenna System (DAS) to provide emergency responder radio coverage inside the property located at 4305 Santa Fe Ave., Vernon, CA
This proposal shall remain valid for
90 days after submittal to the City of Vernon.

Prepared by Cliff Yamamoto, CTO & Kenji Luster, CEO
Foothill Communications
_____________________________________________ ________________ Cliff Yamamoto, CTO Date
Oct4, 2023

Page 17 of 27 ends

. . . .

Item 10 Page 19 of 29
2 Proposal for the City of Vernon Police Department
Emergency Responder Radio Coverage System
Introduction
Foothill Communications is pleased to present our submission for the Vernon Police Department Emergency Responder Radio Coverage System (ERRCS) RFP.

We understand the intent of the project is to provide the proposed City buildings with a high level of RF coverage in the specified areas to cover the City of Montebello ERRCS UHF simulcast trunking cell.

This will be accomplished via iBwave engineering and design techniques, which will determine the number and placement of the specific UHF interior distribution antennas and all passive devices. The engineering will also determine the specifically required Bi-Directional Amplifier (BDA) and Battery Back-Up (BBU) primary system components.

All components and procedures utilized will conform to appropriate codes and or ordinances and or additionally provided directives by the City representatives.

Upon award of the project to Foothill Communications, we will reconfirm the ETA of all system components and establish installation timelines to coincide with the equipment and materials estimated delivery. System components will require cost recertification after 60 days. The delivery and installation schedules will be communicated weekly by the Project Manager to the City representatives.

Installation parameters will also be reconfirmed by detailed site survey with a City engineering representative with the intent to assure conformity to established parameters.

General Scope of Work
Foothill Communications will provide iBwave design, configuration and installation of a Section 510 California Fire Code (CFC), and FCC license compliant in-building UHF T- Band Bi-Directional Amplifier (BDA) and Distributed Antenna System (DAS) to provide a Emergency Responder Radio Coverage System (ERRCS) inside the City facility located at 4305 Santa Fe Ave., Vernon, California.

This system will provide analog and digital voice radio communications on the City of Montebello simulcast ERRCS within the City of Vernon Police Department, and be FCC compliant.

Page 18 of 27 ends

. . . .

Item 10 Page 20 of 29
3 This system and design will conform to CFC 510 and encompass the components design list numbers 1-23 as indicated within the RFP on pages10 and 11 of 15, with the exceptions as indicated and directed by the City representative by RFQ and email responses.

The system will conform to required coverage of
-95dBm minimum signal level through
95% of the coverage areas and 99% at critical areas. Commissioning and Inspection will confirm system performance with Delivered Audio Quality (DAQ) of 3.4.

This encompasses the design and placement of the system donor antenna on the City’s radio monopole tower and directionalized toward the Montebello Reservoir donor site.

Coordinates: 34.032500 degrees / -118.098056 degrees.

Work Plan:

The high level work plan to be implemented by Foothill Communications is detailed within Items “C” Introduction and “D” General Scope of Work.

Specifically, Foothill Communications will utilize iBwave design engineering to facilitate the overall layout and required coverage characteristics of the Vernon Police Department and City facilities. Foothill Communications will also rely heavily on the “on scene”, hands on approach derived from the most current and multiple previous site surveys of the facilities.

Additionally, Foothill Communications will utilize the most current service monitor and cable-test/time-domain-reflectometer (TDR) equipment to pre-test, in process test and post-test the system to confirm coverage prior to the City’s post construction compliance testing.

The installation Foreman and crew will lay out the entire design, confirm and install the system infrastructure backbone to include cable, connectors, passive devices, etc., and test it for continuity. The distribution antennas will then be installed throughout the facilities at the distances as prescribed by the iBwave engineering.

The primary system components, the BDA and BBU, will then be installed as per design specs and tied into the system. These components are pre-tested at our facility and then retested at site. All ancillary components to the primary components, such as the service cut-off switch, are then installed.

The crew Foreman will regularly interface with both the PM and FHC ownership to discuss the project progress, and issues and or work items as required. Once the system has been fully installed and tested, the PM will call for final testing and plan check.

Page 19 of 27 ends

. . . .

Item 10 Page 21 of 29
4 Fees and Cost:

Foothill Communications will design, configure, install, commission and provide one year warranty as prescribed in section 1.4 of the RFP for the Section 510 CFC and FCC Licensee compliant In-Building UHF T-Band Bidirectional amplifier (BDA) and Distributed Antenna System (DAS) to provide emergency responder radio coverage inside its property located at 4305 Santa Fe Ave., Vernon, CA for a cost not to exceed $138,574.12 at time of acceptance by the City of Vernon.

Ability of the Proposer to Perform:

Founded in January of 2008, Foothill Communications strives to provide the best customer experience, fastest resolution and concise solutions that will solve customer communications issues and concerns.

The following Foothill Communications personnel have been assigned to the Vernon Police Department Emergency Responder Radio Coverage System (ERRCS) project:

Cliff Yamamoto: Over 35 years of experience in communications industry from defense, military and space communications to terrestrial land-mobile two way and in-house BDA systems.

Bachelor and Master of Science Degrees in Computer Science, certified Project Manager, Comba UHF and 700/800 Public Safety BDA Certifications, Avtec System Professional / System Maintainer and GROL from the FCC. Cliff has worked for many organizations including: Raytheon, Leica GPS, QualComm and the Jet Propulsion Laboratory (JPL). Has managed many projects at JPL including building the first Software Defined Radios (SDR) to be used on the International Space Station (ISS).

Cliff has held secret and top secret clearances and holds several patents for several System On a Chip (SoC) devices he helped develop.

Gary Bermudez:
23 years in the RF industry, 15 years of project management experience, 10 years as Sr. Project Manager. Project Manager for multiple PD projects such as Bell Gardens, Huntington Park, Costa Mesa, Hermosa Beach and Riverside County. Numerous industry training certificates from Motorola Solutions (including Motorola Manufacturer’s Rep PM), Kenwood, Comsec, Comba, ADRF, TX/RX, Fiplex, Commscope, Federal Signal, Sound Off Signal and more. PMP in process.

Steven Avelar:

Marine Corp veteran. 23 years in the RF industry, 10 years as crew and crew lead for Motorola RF infrastructure, RF tower building projects and 13 years as crew Foreman. 10 years of experience as Foreman for cellular and Public Safety ERRCS/DAS projects.

Experience with multiple PD projects such as, Bell Gardens, Huntington Park, Bell, Hermosa Beach, Riverside County and more. Multiple training certificates from Motorola Solution, Comsec, Comba, TX/RX, ADRF, Fiplex, Commscope. Certified tower climber and certified on man lifts.

Page 20 of 27 ends

. . . .

Item 10 Page 22 of 29
5 TEAM ORGANIZATION:

Project Manager: Gary W. Bermudez will handle the day to day, week to week oversight of the project progress, requirements, revisions as authorized, quality assurance and completion. The Project Manager will provide bi-weekly progress reports to the Ownership. The Project Manager will be the main point of overall project contact for the City.

Project Foreman: Steven Avelar will have the hour to hour, day to day, week to week responsibility for installation, crew, quality assurance, and providing notifications to the Project Manager. The Foreman will provide daily project status reports to the Project Manager. The Foreman will be the secondary point of contact for the City as the boots on the ground.

Ownership: Kenji Luster, CEO/Partner and Cliff Yamamoto CTO/Partner are always available to the City for responses as required.

Direct contact information will be provided for all named team members prior to project commencement
HISTORY:

Foothill Communications has maintained and installed complex radio systems including the upgrade of the Montebello ICI system from SmartZone to P25. From 2016 until 2020, Foothill Communications was the radio service provider for the city of Montebello while maintaining their legacy SmartZone four site simulcast digital trunk system.

Foothill Communications managed their migration and system upgrade to their new seven site P25 trunk system as well as assisting numerous other agencies with their future move to joining the ICI System. As such, Foothill Communications has in depth experience with ICI operations and sub-sites of the Montebello ICI cell such as the Vernon Water Tank site.

Foothill Communications has also installed and/or inspected BDA/DAS systems such as Gilead Sciences (Kite Pharmaceuticals) in La Verne, Alhambra Place Mall in Alhambra, a Multi-Unit Apartment complex in Pasadena and the La Verne Police Department. All these BDA/DAS installations operated with the ICI system and required knowledge of the preferred ICI cell in the area and experience to deploy the BDA/DAS to minimize self-induced interference to the ICI system while maximizing coverage and reliability for the users.

Since 2018, Foothill Communications has been the radio service provider for the Cal Poly Pomona University Police Department for their fleet of XTS5000/APX6000, portable and APX6500 mobile radios. Foothill Communications provides support for their Motorola MCC5500 dispatch consoles as well as programming updates for their XTL5000 consolettes and for their non-WiFi enabled portable/mobile radios as needed.

Annual preventative maintenance is also performed on all radios.

Page 21 of 27 ends

. . . .

Item 10 Page 23 of 29
6 Since 2020, Foothill Communications has been the radio service provider for the South Pasadena Police Department for their fleet of XTS5000/APX7000, portable and XTL5000/APX6500 mobile radios. Foothill Communications provides support for their Motorola XTL5000 base stations radios as well as programming updates for their XTL5000 consolettes and for their portable/mobile radios as needed.

Since 2021, Foothill Communications has been the Radio Management service provider for the San Gabriel Police Department for their fleet of APX8000, portable and APX8500 mobile radios. Foothill hosts its own Radio Management server and provides remote radio programming updates over two Foothill Communications on-site deployed Device Programmer “kiosks” having its own computer, WiFi access point and VPN router. This allows immediate and instant remote radio programming updates over WiFi for all the San Gabriel Police Dept APX radios.

Similarly, since 2022, Foothill Communications has been the Radio Management service provider for the Monrovia Police Department for their fleet of APX- Next/APX8000/APX7000 portable and APX8500 mobile radios as well as providing annual radio maintenance, radio programming updates and Zetron dispatch console updates under contract.

Foothill Communications has provided additional support services to many local agencies including San Gabriel FD, San Marino PD & FD, Covina PD, Arcadia PD, Azusa PD, Irwindale PD, La Verne PD & FD, Montebello Unified School District PD, Sierra Madre PD & FD, Glendora PD, Monterey Park PD & FD, LA Impact and Jet Propulsion Laboratory.

REFERENCES:

Matt Egan, Chief of Police
Glendora Police Department
150 S. Glendora Ave.

Glendora, CA 91741
626-914-8262
[email protected]
Lieutenant Shannon Robledo
City of South Pasadena Police Department
1422 Mission Street
South Pasadena, CA 91030
626-403-7269
[email protected]
Riki Nakamura
Captain, Operations Division
San Gabriel Police Department

Page 22 of 27 ends

. . . .

Item 10 Page 24 of 29
7 625 S. Del Mar Avenue
San Gabriel, CA 91776
626-308-2844
[email protected]
Hasmick Hartunian
Dispatch Supervisor
Cal Poly Pomona University Police
909-869-4421
[email protected]
Gordon Arnold
Wireless Systems Manager
City of Glendale - Information Services Department
120 N Isabel St
Glendale, CA 91206
818-548-6444
[email protected]
Lieutenant Paul Villalobos
Patrol Team 4 Watch Commander
Monterey Park Police Department
320 W. Newmark Ave.

Monterey Park, CA 91754
626-307-1200 Office
626-705-4071 Cell
[email protected]
Tamara Patlogar, ENP
Administrative Services Manager
Police Department
City of Azusa
725 N Alameda Ave.

Azusa, CA 91702
Phone 626-812-3235
[email protected]

Page 23 of 27 ends

. . . .

Item 10 Page 25 of 29

EXHIBIT
B

SCHEDULE

Page 24 of 27 ends

. . . .

Item 10 Page 26 of 29
Foothill Communications
133 N. San Gabriel Blvd
Suite #206
Pasadena, CA. 91107
(626) 744-9292
www.foothillcommunications.com
City of Vernon Police Department
Emergency Responder Radio Coverage System
Cost Breakdown, Payment Terms and Schedule Memorandum
City of Vernon Police Department
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Brandon Gray, Police Captain
November 1, 2023
This memorandum outlines the cost breakdown, payment terms and proposed schedule from Foothill Communications for the Emergency Responder Radio Coverage System (ERRCS) for the City of Vernon Police Department.

Cost Breakdown:
$54,524.12 Equipment
$72,800.00 Professional Services, Engineering, Installation, Warranty Support $ 2,625.00 Articulating Boom Rental
$ 3,625.00 CAD, iBwave Analysis, As-Built Drawings
$ 5,000.00Commissioning and Inspection
$138,574.12 Grand Total

Page 25 of 27 ends

. . . .

Item 10 Page 27 of 29
1 Payment Terms:

Activity Amount Description
Deposit: 40% of
Contract
Value
Payment Due Upon ERRCS Project Contract Award via City of Vernon P.O. # ____________
Milestone One: 20% of
Contract
Value
Invoice Issued for Payment Covering:
- iBwave Analysis (Service)
- Certification of Plan Check (Service)
- Receipt of Long Lead Primary Hardware (Expenses) - Progress Report detailing above Services & Expenses Milestone Two: 20% of
Contract
Value
Invoice Issued for Payment Covering:
- All Remaining Passive Components per iBwave (Expenses) - Progress Report detailing above Expenses Milestone Three: 10% of
Contract
Value
Invoice Issued for Payment Covering:
- Hardware Installation Completion (Service)
- Consumable Installation Materials (Expense)
- Articulating Boom Rental (Expense) - Progress Report detailing above Services & Expenses Final Payment: 10% of
Contract
Value
Invoice Issued for Payment Covering:
- Commissioning and Inspection for ERRCS Certification and Acceptance (Service) - Progress Report detailing above Service Schedule Timeline: Activities below are sequential end
-to-end.

Delta Start Times represents successive time accumulation.

Activity Delta Start Time Description
Deposit: 0 weeks Receipt of Payment, Initiate iBwave Analysis, Begin Ordering Long Lead Hardware
Milestone One: +6 to 8 weeks Plan Check Sign Off, Receipt of Passives Hardware, Initiate CAD and Rental Scheduling
Milestone Two: +2 to 3 weeks Start of Hardware Installation (Duration 3-4 weeks), Begin As-Built Drawings
Milestone Three: +3 to 4 weeks Complete Installation
Final Payment: +1 week Perform Certification and Acceptance Prepared by Cliff Yamamoto, CTO
Foothill Communications
_____________________________________________ ________________ Cliff Yamamoto, CTO Date
Nov 1, 2023

Page 26 of 27 ends

. . . .

Item 10 Page 28 of 29

EXHIBIT
C

EQUAL EMPLOYMENT OPPORTUNITY

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

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

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

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

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

Page 27 of 27 ends

. . . .

Item 10 Page 29 of 29
City Council Agenda Report
Meeting Date: December 5, 2023
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Administrative Analyst
Subject
Services Agreement with Montrose Air Quality Services, LLC Recommendation
A. Find that approval of the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is a testing activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378; and
B. Approve and authorize the City Administrator to execute a Services Agreement with Montrose Air Quality Services, LLC (Montrose), in substantially the same form as submitted, to provide source testing for natural gas generation facilities in an amount not-to-exceed $238,238, for a three-year term.

Background
Vernon Public Utilities (VPU) provides dependable, high-quality electric, water, natural gas, and fiber optic services to the City's business and residential community at competitive and stable rates.

There are two generation facilities located in the City, each feeding into the electric transmission and distribution system, with a total output of 150 megawatts (MW) of generation. The Malburg Generating Station (MGS) is a natural gas-fired, combined cycle facility consisting of two natural gas-fired combustion turbine generators and two Heat Recovery Steam Generators with a capacity of 139 MW. It operates under a permit to operate (PTO) issued by the South Coast Air Quality Management District (SCAQMD) for Facility ID 195802. Station A is a historic building built in the early 1930s that houses two 5.5 MW simple cycle natural gas turbines (Gonzales Units) used for reserve purposes. Station A also possesses an SCAQMD-issued permit to operate, identified as Facility ID 14502. Both, MGS and Station A, require regular source testing to ensure compliance with the emissions limits specified within the PTOs. It is important to note that the SCAQMD mandates that these source tests be conducted by laboratories that are certified by the SCAQMD and adhere to their approved testing methodologies.

In accordance with Vernon Municipal Code (VMC) Section 3.32.080, on October 4, 2023, staff issued a Request for Proposals (RFP) for Source Testing Services for Natural Gas Generation Facilities. The RFP was advertised on the City's Planet Bids platform. The scope of services included testing the annual relative accuracy test audit of continuous emission monitoring systems, annual systems utilizing aqueous ammonia, and triennial testing of particulate matter, volatile organic compounds, and sulfur dioxide.

Subsequently, proposal packages were received from two firms by the October 18, 2023 deadline, including a proposal from Montrose Air Quality Services, LLC (Montrose). Pursuant to VMC Section 3.32.090, price was not a factor in determining the most qualified bidder. A qualified panel thoroughly examined the proposals received based on demonstrated competence (45%), professional qualifications (45%), and overall quality and responsiveness to the RFP (10%). . . . .

Item 11 Page 1 of 50
After a thorough review, one proposal was disqualified, as the format and delivery of the response did not meet the specifications stated in the RFP. The proposal from Montrose was responsive to the RFP and demonstrated the best expertise, experience, and comprehensive approach to the services requested in the scope of work detailed in the RFP. Montrose possesses extensive experience and familiarity with the required testing and steps to complete emission measurement programs that meet the regulatory agency's needs and stringent requirements. Additionally, Montrose has performed source testing services for VPU at Station A and MGS previously and performed such services to the City’s satisfaction.

Staff recommends that the City Council approve a Services Agreement with Montrose to provide source testing for natural gas generation facilities for a total amount not-to-exceed $238,238 over a term of three years.

The proposed Services Agreement has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
The fiscal impact is not-to-exceed $238,238 for the three-year term. Sufficient funds are available in Electric Fund, Malburg Generation Station Department, Environmental Account No. 055-050- 586-520232 and Generation Department, Generation Expense Account No. 055-050-560- 520230 for the current fiscal year. Sufficient Funds will be budgeted in subsequent years.

Attachments

1. Services Agreement with Montrose Air Quality Services, LLC. . . . .

Item 11 Page 2 of 50
Page
1 of 18

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON MONTROSE AIR

QUALITY SERVICES, LLC FOR SOURCE TESTING SERVICES FOR NATURAL GAS

GENERATION FACILITIES

COVER PAGE
Contractor: Montrose Air Quality Services, LLC
Responsible Principal of Contractor: Matt McCune, Regional Vice President (West)
Notice Information - Contractor: Montrose Air Quality Services, LLC 1631 E. St. Andrew Pl.

Santa Ana, CA 92705
Attention: Matt McCune, Regional Vice
President (West)
Telephone: (714) 279-6777
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: December 5, 2023
Termination Date: December 4, 2026
Consideration: Total not to exceed $238,238 (includes all applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20 . . . .

Item 11 Page 3 of 50
Page
2 of 18

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND MONTROSE AIR

QUALITY SERVICES, LLC FOR SOURCE TESTING SERVICES FOR NATURAL GAS GENERATION FACILITIES This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Montrose Air Quality Services, LLC, a limited liability company (“Contractor”).

The City and Contractor agree as follows: 1.0 EMPLOYMENT OF CONTRACTOR . City agrees to engage Contractor to
perform the services as hereinafter set forth as authorized by the City Council on December 5, 2023.

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the City’s Request for Proposals issued on or about October 4, 2023, and titled RFP for Source Testing Services for Natural Gas Generation Facilities, and Contractor's proposal to the City ("Proposal") dated October 18, 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 December 5, 2023 , and
it shall continue until December 4, 2026, unless terminated at an earlier date pursuant to the provisions thereof. . . . .

Item 11 Page 4 of 50
Page
3 of 18

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 notexceed $238,238 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

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:

5.4.2 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. . . . .

Item 11 Page 5 of 50
Page
4 of 18

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.

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

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

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

Item 11 Page 6 of 50
Page
5 of 18
extent caused by and arising as a result of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, and to the extent caused by and arising as a result of the willful misconduct or negligent acts or omissions of Contractor hereunder, or arising from Contractor’s negligent 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. In no event shall Contractor be liable to City for (a) any indirect, consequential and/or incidental damages, and/or (b) any exemplary, special and/or punitive damages arising in connection with this Agreement. Contractor’s aggregate liability to City for any indemnity commitments and for any recoverable damages arising in any way out of the performance of this Agreement is limited to the amounts actually recovered under Contractor's contractually- required insurance coverage(s) and amounts, plus no more than one-and-a-half times the total fees paid to Contractor.

10.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage.
i. Automobile Liability with minimum limits of at least $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage. ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify, and hold harmless the City and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any negligent act or omission by the Contractor under the performance of the services.
iii. General Liability with minimum limits of at least $1,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability “occurrence” form or its equivalent for coverage on an occurrence basis.

Item 11 Page 7 of 50
Page
6 of 18
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 all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any negligent act or omission by Contractor under the performance of the services.
iv. Professional Errors and Omissions coverage in an amount not less than $5,000,000 per claim and the annual aggregate, covering all acts, errors, omissions, negligence, infringement, of intellectual property (except patent and trade secret) and network and privacy risks (including coverage for unauthorized access, failure of security, breach of privacy perils, wrongful disclosure of information, as well as notification costs and regulatory defense) 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 to project it as a named insured. 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 . . . .

Item 11 Page 8 of 50
Page
7 of 18
with statutory limits and Employer’s Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against 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 thanA-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.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

Item 11 Page 9 of 50
Page
8 of 18
services hereunder. City assumes no liability for Contractor’s actions and performance, nor assumes responsibility for taxes, bonds, payments, or other commitments, implied or explicit, by or for Contractor. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, subcontractors and independent contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

11.3 OWNERSHIP OF WORK. All documents and materials furnished by the City to Contractor shall remain the property of the City and shall be returned to the City upon termination of this Agreement. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Any rights in the intellectual property of Contractor existing prior to the services furnished hereunder, used in the services hereunder, developed separately, and/or licensed to Contractor by third parties and used in the services furnished hereunder, and any enhancements or modifications to the same, shall be deemed the sole and exclusive property of Contractor (“Contractor IP”). City’s use of the output(s) and/or result(s) of Contractor IP, if any, embedded in any deliverable(s) to City is limited to the subject deliverable(s) itself. 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.

Item 11 Page 10 of 50
Page
9 of 18
shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy, or incompleteness.

No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

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

11.9 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. . . . .

Item 11 Page 11 of 50

Page 10 of 18 ends

11.11 INTERPRETATION.

11.11.3 Written Amendment. This Agreement may only be changed by written amendment executed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Agreement shall be of no force or effect. 11.11.4 Severability. If any provision in this Agreement is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Agreement.

11.11.6 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. . . . .

Item 11 Page 12 of 50

Page 11 of 18 ends

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

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

If to the City:

City of Vernon
Attention: Lisa Umeda, Utilities Compliance Administrator 4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

Montrose Air Quality Services, LLC.

Attention: Matt McCune, Regional Vice President (West)
1631 East St. Andrew Place
Santa Ana, CA 92705
With a Courtesy Copy to:

Montrose Legal Department
Email: [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. . . . .

Item 11 Page 13 of 50

Page 12 of 18 ends

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

11.19 TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor . . . .

Item 11 Page 14 of 50

Page 13 of 18 ends

shall be required to provide such document and other information within fifteen (15) days of the request.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

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

11.23ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which theworker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon . . . .

Item 11 Page 15 of 50

Page 14 of 18 ends

compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

Item 11 Page 16 of 50

Page 15 of 18 ends

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

Montrose Air Quality Services, LLC., a limited
liability company
By:

Name:

Title:

ATTEST:
_______________________________
Lisa Pope, City Clerk
By:

Name:

Title:

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

Item 11 Page 17 of 50

Page 16 of 18 ends

EXHIBIT A

CONTRACTOR'S PROPOSAL
. . . .

Item 11 Page 18 of 50
Montrose Santa Ana Office Global Headquarters
1631 E. St. Andrew Pl. 5120 Northshore Drive
Santa Ana, California 92705 North Little Rock, AR 72118 T: 714.279.6777 www.montrose-env.com T: 501.900.6400
October 18, 2023
Ms. Lisa Ulmeda
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Phone: (323) 583-8811
Subject: 2023 Proposal for City of Vernon Source Testing for Natural Gas Generation Facilities
Montrose Document Number: W002AS-044369-PQ-2054
Dear Ms. Ulmeda,
Montrose Air Quality Services, LLC (Montrose) is pleased to provide this proposal to the City of Vernon in response to the Request for Proposal titled Source Testing Services for Natural Gas Generation Facilities. This proposal has been prepared according to the guidelines provided in the RFP.

Montrose personnel have performed the requested services at Malburg Generating Station for the City of Vernon and previous owners for over 12 years. Montrose is uniquely qualified to provide the City of Vernon with level of experience, qualifications, and understanding of the unique needs of the City of Vernon that is unmatched by other emission measurement firms. The details of this experience, qualification, and understanding are provided in the individual sections of the proposal. Montrose’s Santa Ana office will be the primary office executing this program. Matt McCune is the Regional Vice President based in the Santa Ana office and will act as the primary contact person during the proposal evaluation period.

Montrose Air Quality Services
1631 E. St. Andrew Pl.

Santa Ana, CA 92705 (714) 279-6777
Matt McCune
Regional Vice President (West)
[email protected]
(714) 448-8511 (mobile)
Montrose will perform all on-site activities required under this RFP. The only subcontracted work will be VOC sample analysis which is expected to be performed by Enthalpy Analytical (a Montrose Environmental Group company) in Orange, California and fuel sample sulfur analysis which is expected to be performed by Quantum Analytical in Wilmington, California.

This proposal is valid for a period of not less than ninety (90) days from the submittal date. . . . .

Item 11 Page 19 of 50
Montrose Santa Ana Office Global Headquarters
1631 E. St. Andrew Pl. 5120 Northshore Drive
Santa Ana, California 92705 North Little Rock, AR 72118 T: 714.279.6777 www.montrose-env.com T: 501.900.6400
Montrose looks forward to continuing our working relationship with the City of Vernon.

Please feel free to reach out if you have any questions or comments regarding this proposal.

Sincerely,
Matt McCune, P.E.

Regional Vice President
Montrose Air Quality Services, LLC
The information contained in this proposal is proprietary and contains confidential information which is of significant economic value to Montrose Air Quality Services, LLC. It is intended to be used only for evaluation of our qualifications for providing services. It should not be duplicated, used, re-written or disclosed in whole or in part for any purpose other than to evaluate this proposal and quotation. . . . .

Item 11 Page 20 of 50

PROPOSAL FOR

SOURCE TESTING SERVICES FOR NATURAL GAS

GENERATION FACILITIES FOR THE

CITY OF VERNON
Prepared For:

City of Vernon – Public Utilities Department
4305 Santa Fe Avenue
Vernon, California 90058
Prepared By:

Montrose Air Quality Services, LLC
1631 E. St. Andrew Pl.

Santa Ana, California 92705
(714) 279-6777
Matt McCune– Regional Vice President
Submittal Date: October 18, 2023
Document Number: W002AS-044369-PQ-2054
. . . .

Item 11 Page 21 of 50
City of Vernon
Source Testing Services Proposal

TABLE OF CONTENTS

SECTION PAGE

1.0 INTRODUCTION...............................................................................................................5

2.0 GENERAL SCOPE OF WORK..........................................................................................6

2.1 Known and Required Tests ........................................................................................6

2.1.1 First Quarter 2024...............................................................................................6

2.1.2 First Quarter 2025...............................................................................................6

2.1.3 Third Quarter 2025..............................................................................................6

2.1.4 First Quarter 2026...............................................................................................6

2.1.5 2026....................................................................................................................6

2.2 Potential Tests ...........................................................................................................6

2.2.1 Malburg Semi-Annual RATA (if annual RATA does not meet annual incentive criteria)................................................................................................................6

2.2.2Malburg Quarterly NH
3 Slip (if annual NH3 Slip test does not pass)..................... 6 2.2.3 Additional Gonzalez units NO
x and CO compliance tests (contingent on
SCAQMD rule-making process)..........................................................................6

3.0 WORK PLAN.....................................................................................................................7

3.1 Malburg Annual RATA and NH3 Slip Test...................................................................7

3.2 Malburg Tri-Annual PM10, VOC, and SO
x Test ........................................................... 8 3.3 Gonzalez Unit NO
x and CO Compliance Test ...........................................................10

3.4 Potential Tests ..........................................................................................................10

4.0 FEES AND COSTS..........................................................................................................10

5.0 ABILITY OF THE PROPOSER TO PERFORM ................................................................11

6.0 AFFIDAVIT OF NON-COLLUSION...................................................................................18 LIST OF TABLES 3-1 RATA TEST METHODS AND MATRIX............................................................................. 7 3-2 RATA REQUIREMENTS...................................................................................................8 3-3 MALBURG TRI-ANNUAL COMPLIANCE TEST METHODS .............................................9 3-4 PERMITTED EMISSION LIMITS.......................................................................................9 3-5 GONZALEZ UNIT TEST METHODS................................................................................10 5-1 REFERENCES.................................................................................................................13 LIST OF FIGURES 5-1 SCAQMD LABORATORY APPROVAL PROGRAM CERTIFICATE................................ .14
5-2 CARB CERTIFICATE.......................................................................................................15 5-3 A2LA STAC ACCREDITATION CERTIFICATE................................................................16 5-4 MONTROSE SANTA ANA ORG CHART .........................................................................17 W002AS-044369-PQ-2054 4 of 19 . . . .

Item 11 Page 22 of 50
City of Vernon
Source Testing Services Proposal

1.0 INTRODUCTION
Montrose experience at Malburg Generating Station and the Station A Gonzalez Units provides a unique understanding of the required testing and steps involved in completing emission measurement programs that meet the regulatory agency needs.

The requested testing is broken down into two categories: 1) known and required tests and 2) potential tests. Known and required tests are made up of the annual Relative Accuracy Test Audit (RATA) and ammonia (NH
3) slip testing and tri
-annual PM10, Volatile
Organic Compound (VOC), and Oxides of Sulfur (SO
x) tests for the two combined cycle
units at Malburg Generating Station and one Gonzalez Plant Unit 7 Quinquennial NO x
and CO compliance test. Potential tests consist of semi-annual RATAs (if annual RATAs do not meet the annual incentive criteria) or quarterly NH 3 slip tests (if an annual NH3 slip
test does not meet the permitted limits) for the two combined cycle units at Malburg Generating Station, additional NO
x and CO compliance testing for the two Gonzalez
Units, and any other emission measurement needs that arise during the contract period for informational or engineering purposes.

Each compliance test or RATA will have two deliverables. The first deliverable is a test plan which is designed to define the test program. In some cases, a previously submitted test plan can be referenced instead of a formal test plan for each mobilization. The Permit to Operate and/or applicable regulation will define the number of days prior to the test that the source test plan must be submitted. The second deliverable is a test report which documents the results of each test. The Permit to Operate and/or applicable regulation will define the number of days following completion of testing that the source test report must be submitted to the regulator agency. Montrose will deliver these documents directly to the City of Vernon for review. The City of Vernon will be responsible for submitting the final documents to regulatory agencies and for agency notifications.

While each test program is different, the steps to complete them are similar. Typical steps in an emission measurement test program include:
1) Preparation and Submittal of the Source Test Plan/Protocol 2) Scheduling of the Test Date(s)
3) Preparation of Test Equipment
4) Mobilization to the Site, Completion of Safety Training, and Equipment Setup 5) Perform the Emission Measurement test program
6) Sample Analysis
7) Preparation and Submittal of the Source Test Report
Montrose has prepared both test plans and source test reports for the City of Vernon for each of the tests requested in this RFP. These documents have been accepted by South Coast Air Quality Management District and will be used as templates for future deliverables.

W002AS-044369-PQ-2054 5 of 19 . . . .

Item 11 Page 23 of 50
City of Vernon
Source Testing Services Proposal
The remaining sections in this proposal define the General Scope of Work, a Work Plan, and a description of Montrose’s capabilities, certifications, experience, and references.

2.0 GENERAL SCOPE OF WORK
The general scope of work presented here is based on the Scope of Services Required listed in the RFP as well as our direct experience working with the City of Vernon.

2.1 Known and Required Tests

2.1.1 First Quarter 2024 • Malburg o Annual Relative Accuracy Test Audit (RATA) o Annual Ammonia (NH3) Slip Test

2.1.2 First Quarter 2025 • Malburg o Annual Relative Accuracy Test Audit (RATA) o Annual Ammonia (NH3) Slip Test

2.1.3 Third Quarter 2025 • Malburg o Tri-Annual PM10, VOC, and SO x Test

2.1.4 First Quarter 2026 • Malburg o Annual Relative Accuracy Test Audit (RATA) o Annual Ammonia (NH3) Slip Test

2.1.5 2026 • Gonzalez Unit 7 o Quinquennial NO
x and CO compliance test

2.2 Potential Tests

2.2.1 Malburg Semi-Annual RATA (if annual RATA does not meet annual incentive criteria)

2.2.2 Malburg Quarterly NH
3 Slip (if annual NH3 Slip test does not pass)

2.2.3 Additional Gonzalez units NO
x and CO compliance tests (contingent on
SCAQMD rule-making process)
The next section of this proposal presents a Work Plan for each type of test.

W002AS-044369-PQ-2054 6 of 19 . . . .

Item 11 Page 24 of 50
City of Vernon
Source Testing Services Proposal

3.0 WORK PLAN
The introduction section of this proposal described the generic steps required for an emission measurement program. This section provides details on the test methodology, duration, and strategy for each type of test.

3.1 Malburg Annual RATA and NH
3 Slip Test
The annual RATA is performed to satisfy SCAQMD Rule 2012 (NO x ppm, NOx lb/hr, O2
%, and stack volumetric flow rate), EPA 40 CFR, Part 75 (NO x lb/MMBtu) and SCAQMD
Rule 218.1 (CO ppm). The SCAQMD Rule 2012 and EPA 40 CFR, Part 75 RATAs are performed simultaneously. To increase the probability of meeting the annual incentive criteria, the Rule 2012 RATA is performed by drawing flue gas in parallel with the facility CEMS multi-hole probe. This technique is not allowed by Part 75 so a separate probe, sampling system and NO
x and O2 analyzers are used for the separate but simultaneous EPA 40 CFR, Part 75 RATA. CO concentrations are typically less than 1 ppm. Normal RATA techniques can’t be used due to the low CO concentrations. The CO RATA is performed using “spiking” techniques. These “spiking” RATAs must be performed separately from the other RATAs or compliance tests since the CEMS in out of service and readings are not representative of actual flue gas concentrations. Table 3-1 presents the test methods and matrix and Table 3-2 presents the Relative Accuracy requirements.

TABLE 3-1

RATA TEST METHODS AND MATRIX
Parameter Method Measurement Principle # of Runs Test Duration NO
x SCAQMD 100/1/EPA 7E Chemiluminescence
9-12>30 min.

O
2 SCAQMD 100.1/EPA 3A Electrochemical Cell
9-12>30 min.

CO
2 SCAQMD 100.1 NDIR
9-12>30 min.

CO SCAQMD 100.1(1) NDIR/GFC9-12>10 min.

Velocity SCAQMD 2.1 Differential Pressure9-12 1 set per run Moisture(2) SCAQMD 4.1 Gravimetric ~3 Up to 3 RATA runs (1) Rule 218.1 CO RATA is performed separately from RECLAIM/Part 75 RATA using spiking technique. (2) Moisture data may be obtained from simultaneous ammonia slip tests, if performed concurrently. (3) EPA 40 CFR, Part 75 RATA runs may be 21 minutes.

W002AS-044369-PQ-2054 7 of 19 . . . .

Item 11 Page 25 of 50
City of Vernon
Source Testing Services Proposal
TABLE 3-2

RATA REQUIREMENTS
Parameter/Units Test Location Method Criteria
NO
x, ppm RECLAIM RATA Stack SCAQMD 100.1 20% or +/
-1 ppm – Pass, 7.5% -
Annual
O
2, % RECLAIM RATA Stack SCAQMD 100.1 20% or +/
-1 % O
2 – Pass
Stack Flow RECLAIM RATA Stack SCAQMD 2.1, 4.1 15% – Pass, 7.5% - Annual NO
x, lb/hr RECLAIM RATA Stack Calculated 20% or low emitter criteria – Pass,

7.5% - Annual
NO
x
, lb/MMBtu Part 75 RATA Stack EPA 7E/3A
10% or 0.02 lb/MMBtu difference –
Pass

7.5% or 0.015 lb/MMBtu difference - Annual
CO, ppm
Rule 218.1
Spiking RATA
Spiked CEMS
Sample SCAQMD 100.1 20% (or ±2 ppm absolute difference) The ammonia slip test is typically performed during the RATA. Duplicate, 60-minute, tests are performed by SCAQMD Method 207.1. Each test is performed using a 12-point traverse of the stack. O
2 data may be obtained from the facility CEMS or SCAQMD Method 100.1 data. At the request of the City of Vernon, Montrose provides an on-site chemist to analyze the sample shortly after sample collection. This technique, while more expensive, provides test results shortly after the tests are completed.

The annual RATA and NH
3 slip tests for both Malburg units is typically a three -day test
program with the following schedule:

Day 1: Mobilize to site, perform safety training, perform CO Spiking RATA on first unit, setup stack for RATA and NH
3 testing on first unit
- 6 hours on-site
Day 2: Perform SCAQMD Rule 2012 and 40 CFR Part 75 RATA and NH 3 Slip Test on
first unit– 9 hours on-site
Day 3: Perform SCAQMD Rule 2012 and 40 CFR Part 75 RATA and NH 3 Slip Test on
secondunit and Perform CO Spiking RATA on second unit – 11 hours on-site

3.2 Malburg Tri-Annual PM10, VOC, and SO
x Test
The tri-annual PM10, VOC, and SO
x Tests are required by the facility Permit. Testing is performed at two operating conditions 1) when the gas turbine and duct burner are operating simultaneously at 100% of maximum heat input and 2) when the gas turbine is W002AS-044369-PQ-2054 8 of 19 . . . .

Item 11 Page 26 of 50
City of Vernon
Source Testing Services Proposal
operating alone at 100% of maximum heat input. Table 3-3 presents the test methods and matrix and Table 3-4 presents the emission limits.

TABLE 3-3

MALBURG TRI-ANNUAL COMPLIANCE TEST METHODS
Parameter Method Measurement
Principle
Number of
Runs(1) Test Duration
O
2/CO2 SCAQMD 100.1 Electrochemical
Cell/NDIR In conjunction with all tests
SO
x SCAQMD 307
-91 Fuel Sample2
(2) N/A
PM10 EPA 201A/SCAQMD 5.1 Gravimetric3
(3) ~4 hours
VOC Modified SCAQMD 25.3 GC3
60 minutes
(nominal)
(4)
(1) Per test condition
(2) A total of 2 fuel samples will be collected which are representative of all test conditions. (3) PM10 tests will only be performed at the full load condition with duct burners. (4) VOC samples will be collected until desired canister vacuum is achieved (~10 -14” Hg). The system will be setup
for a nominal test duration of 60 minutes. Actual sample time may be less than or greater than 60 minutes.

TABLE 3-4

PERMITTED EMISSION LIMITS

MALBURG GENERATING STATION
Parameter Units Limit
PM10 gr/dscf @ 3% O
2 0.01
gr/dscf @ 12% CO
2 0.1
lb/hr 3.386
SO
x lb/MMBtu 0.06
VOC ppm @ 15% O
2 2.0
The Malburg tri-annual compliance tests are typically a five-day test program with the following schedule:

Day 1: Mobilize to site, perform safety training, setup stack for testing on first unit- 6 hours on-site
Day 2: Full load with duct burners. PM10 by EPA 201A/SCAQMD 5.1 (2 x 4 hours), VOC by Modified SCAQMD Method 25.3 (3 x 60 minutes), and SO x by SCAQMD 307
-
91 (2 samples)– 12 hours on-site.

W002AS-044369-PQ-2054 9 of 19 . . . .

Item 11 Page 27 of 50
City of Vernon
Source Testing Services Proposal
Day 3: PM10 by 201A/5.1 (1 x 4 hours) at full load with duct burners. VOC by Modified SCAQMD Method 25.3 (3 x 60 minutes) at full load without duct burners. Move to second unit – 10 hours on-site
Day 4: Repeat Day 2 on second unit
Day 5: Repeat Day 3 on second unit

3.3 Gonzalez Unit NO
x and CO Compliance Test
The Gonzalez Units are currently required to test for NO x and CO compliance every five
years. A 60-minute test is performed to determine compliance with the permitted limits.

Table 3-5 presents the test methods and matrix.

TABLE 3-5

GONZALEZ UNIT TEST METHODS
Parameter Method Measurement
Principle
Number of
Runs Test Duration
O
2 SCAQMD 100.1 Electrochemical Cell
1 60 minutes
CO
2 SCAQMD 100.1 NDIR
1 60 minutes
NO
x SCAQMD 100.1 Chemiluminescence
1 60 minutes
CO SCAQMD 100.1 NDIR/GFC1 60 minutes
(1) NO
x lb/MMSCF determination is made using EPA Method 19 (standard natural gas F -Factor of 8,710 dscf/MMBtu)
and a natural gas heating value of 1,050 Btu/SCF.

The Gonzalez Unit compliance test is expected to be completed in one 6 hour day on- site.

3.4 Potential Tests
The potential tests consist of semi-annual RATAs and quarterly NH 3 slip tests on the
Malburg units and additional NO
x and CO tests on the Gonzalez Units. The specifics on
each of these tests are described above. If these tests are required, it is likely that they will be required individually. Combining tests or mobilizations may not be possible for these potential tests.

4.0 FEES AND COSTS
As requested in the RFP, the fees and costs associated with this work are submitted in a separate document.

W002AS-044369-PQ-2054 10 of 19 . . . .

Item 11 Page 28 of 50
City of Vernon
Source Testing Services Proposal

5.0 ABILITY OF THE PROPOSER TO PERFORM
Montrose has proven, through its performance for the City of Vernon at the Malburg and Gonzalez facilities, that it is capable of performing the required scope of services.

Montrose and Montrose personnel (previously at Delta Air Quality Services) have been performing these services for over 12 years.

Montrose’s previous and current execution of emission test programs at the City of Vernon is the best indicator of our qualifications and capabilities. Montrose is uniquely qualified to provide the City of Vernon with an unmatched level of consistent service.

While the RFP describes specific compliance test requirements, past experience has shown that additional emission testing services may be needed as rules and regulations develop, generating units are modified, Continuous Emission Monitoring Systems are upgraded, and unforeseen challenges arise. Montrose’s Qualifications and Capabilities important to the City of Vernon include:
1) Safety: Montrose takes safety seriously. We want our people and those we work around us to go home safely at the end of each day. Montrose develops a Site- Specific Safety Plan for each test program and conducts daily on-site safety meetings to discuss and document potential hazards and how they will be mitigated.
2) Certifications and Quality Management: Montrose maintains all necessary certifications to perform the City of Vernon’s emission testing. Montrose is certified under the South Coast Air Quality Management District (SCAQMD) Laboratory Approval Program (LAP) and California Air Resource Board (CARB) Independent Contractor Program. Montrose has established a quality management system that led to accreditation with ASTM Standard D-7036 (Standard Practice for Competence of Air Emission Testing Bodies). In addition, our project managers have been certified under the qualified source testing individual (QSTI) program instituted by the Source Evaluation Society (SES). Montrose has completed multiple functional assessments for ASTM D7036-04 which were conducted by The American Association for Laboratory Accreditation (A2LA). A2LA granted accreditation for the Montrose quality management system in February 2016.

Copies of these certifications/accreditations are provided in Figures 5-1, 5-2, and 5-3. All testing will be overseen and supervised onsite by at least one Qualified Individual, as defined in EPA 40 CFR, 72.2.
3) Local Capabilities: We expect all of the work for the City of Vernon will be performed from our Santa Ana office. We do not expect to use any on-site subcontractors. The Santa Ana office is located approximately 30 miles from the City of Vernon with the following full-time employees: Regional Vice President, District Manager, Logistic Manager, Project Managers (19), Sr. Technicians and Technicians (20), Chemists (3), Quality/Reporting/Documents (5), and Finance (2). An organizational chart for the Santa Ana office is presented as Figure 5-4.

Matt McCune is a Regional Vice President and will oversee the test program. Mr.

McCune has over 33 years of emission measurement services and was the on- W002AS-044369-PQ-2054 11 of 19 . . . .

Item 11 Page 29 of 50
City of Vernon
Source Testing Services Proposal
site Project Manager at Malburg Generating Station for several years. He has a degree in Mechanical Engineering from U.C. Berkeley and is a registered Professional Engineer in the State of California. Takuma Terakado has acted as the on-site Project Manager for most of the recent work at the City of Vernon. He has a Bachelors degree in Environmental Science and Policy, is a Qualified Individual for SES Groups 1 and 3, and has over 6 years of emission testing experience. As mentioned, Montrose has many other qualified project managers with 5 – 35 years of experience. Resumes or qualifications can be provided upon request.

Mobile laboratories serve as the base for emission testing programs. The Santa Ana office maintains fifteen (15) of these mobile laboratories to support projects.

The Santa Ana office maintains an analytical laboratory. The laboratory is fully equipment to perform analysis for PM/PM10/PM2.5, Ammonia, and Oxides of Sulfur. 4) National Capabilities: In addition to the Santa Ana office, Montrose Air Quality Services operates out of over 25 offices with over 325 full time emission test personnel and over 100 mobile laboratories. If the City of Vernon requires resources above and beyond the capabilities of the Santa Ana office, we can draw upon resources from other offices.
5) Additional Services: While not specifically requested in this RFP, Montrose offers additional services which may be valuable or needed by the City of Vernon including:
a. Regulatory Consulting Services
b. Ambient Measurements
c. Emerging Technologies Division
d. Leak Detection and Repair (LDAR)
e. Laboratory Services through our Enthalpy Laboratory division 6) Provide Consultancy Services as needed: Montrose understands that additional emission measurement services will be needed in addition to the required RATAs and compliance testing. Montrose understands local and federal regulations and test methods. We often provide assistance and additional emission measurement services to support our customers, solve problems, and provide solutions. Additional testing which may be needed and Montrose has performed include:
a. Support for engineering tests, emission guarantee and performance verification tests
b. Troubleshooting of CEMS equipment malfunctions including finding the cause and assisting in resolving failed emissions tests and RATAs. We must maintain our status as an independent tester. As such, we can never guarantee compliance or passing RATAs. We are required to provide quality assured measurement data which meet test method requirements.

With that said, we have worked with clients many times to identify problems W002AS-044369-PQ-2054 12 of 19 . . . .

Item 11 Page 30 of 50
City of Vernon
Source Testing Services Proposal
and suggest solutions when CEMS accuracy or compliance with rules and regulations are an issue.
c. CEMS certification and support activities. CEMS certification tests include requirements in addition to a RATA. We provide assistance with these tests including Linearity Tests, Cylinder Gas Audits, and other gas injection tests.

Montrose has and can provide gas cylinders required for CEMS certifications or diagnostic checks that may not be a part of the City of Vernon’s normal inventory
d. Real-time Ammonia (NH
3) measurements. Montrose provides real
-time
continuous NH
3 concentration data using one of two methods: 1) the use of an NH
3 to NO converter and two NOx analyzers to determine NH3 concentration by difference and 2) Fourier Transform Infrared (FTIR) analyzer. Both methods can be used in SCR tuning or ammonia slip troubleshooting programs.
7) Reliability: Montrose’s capabilities and qualifications are such that we have the personnel and equipment resources to meet the City of Vernon’s needs. Since we have performed and are currently performing the requested Scope of Work, this isn’t new work for us. We will not need to hire additional personnel, purchase additional equipment, or juggle existing customers to accommodate the City of Vernon. We strive to provide a consistent team that the City of Vernon can rely on.

We understand operational difficulties arise and schedules can change. We will work with the City of Vernon to accommodate these schedule changes.

One of the Montrose Santa Ana office’s primary area of expertise is testing natural gas fired combustion turbines subject to strict emission limits within the South Coast Air Quality Management District. A small set of customers you may contact as a reference for our capabilities in testing combustion turbines is listed in Table 5-1. Several of these references are for municipal utilities. Many additional references can be provided upon request.

TABLE 5-1

REFERENCES
Facility Namee-mail
Southern California Edison Julia Garner [email protected] Southern California Edison Ali Aleshaiker [email protected] Los Angeles Department of
Water and Power Maru Streets [email protected] Southern California Public
Power Authority Bertha Hernandez [email protected] City of Burbank Claudia Reyes [email protected]
City of Glendale John [email protected]
City of Pasadena Marcin Sobczyk [email protected] W002AS-044369-PQ-2054 13 of 19 . . . .

Item 11 Page 31 of 50
City of Vernon
Source Testing Services Proposal
FIGURE 5-1

SCAQMD LABORATORY APPROVAL PROGRAM CERTIFICATE
W002AS-044369-PQ-2054 14 of 19 . . . .

Item 11 Page 32 of 50
City of Vernon
Source Testing Services Proposal
FIGURE 5-2

CARB CERTIFICATE
W002AS-044369-PQ-2054 15 of 19 . . . .

Item 11 Page 33 of 50
City of Vernon
Source Testing Services Proposal
FIGURE 5-3
A2LA STAC ACCREDITATION CERTIFICATE
W002AS-044369-PQ-2054 16 of 19 . . . .

Item 11 Page 34 of 50
City of Vernon
Source Testing Services Proposal
FIGURE 5-4

MONTROSE SANTA ANA ORG CHART
W002AS-044369-PQ-2054 17 of 19 . . . .

Item 11 Page 35 of 50
City of Vernon
Source Testing Services Proposal

6.0 AFFIDAVIT OF NON-COLLUSION
W002AS-044369-PQ-2054 18 of 19 . . . .

Item 11 Page 36 of 50
. . . .

Item 11 Page 37 of 50

Page 17 of 18 ends

EXHIBIT B

SCHEDULE
. . . .

Item 11 Page 38 of 50
City of Vernon
– 2023 Tri-Annual Proposal – Costs and Fees
W002AS-044369-PQ-2054
This document presents the expected fees and costs associated with the scope of work provided in response to the City of Vernon’s RFP titled Source Testing Services for Natural Gas Generation Facilities. The fees and costs are presented separately as required in the RFP. Some portions of the scope of work are known and defined while others are potential work. Tables 1 through 7 provide the expected costs for each task based on the assumptions provided in the technical proposal. A summary the costs for all of the known and expected work along with costs of potential work is provided in Table

8. Please note that the costs presented here include items that other bidders may not include but have been requested or required for the City of Vernon. These costs include: 1) having a chemist on-site to analyze NH
3 samples shortly after samples are collected, 2)
performing SCAQMD Rule 2012 and Part 75 RATAs simultaneously but using separate sampling systems and analyzers, and 3) performing separate SCAQMD Rule 218.1 “spiking” RATAs due to low CO concentrations.

TABLE 1
1ST QUARTER 2024 RATA AND NH
3 SLIP

MALBURG GENERATING STATION
Task Cost
Planning and Protocol $601
Test Preparation $1,162
Mob/Travel/Setup/Demob $4,002
On-Site Testing $17,163
Lab Analysis $0
Reporting $2,248
Total $25,175
TABLE 2
1ST QUARTER 2025 RATA AND NH
3 SLIP

MALBURG GENERATING STATION
Task Cost
Planning and Protocol $625
Test Preparation $1,208
Mob/Travel/Setup/Demob $4,162
On-Site Testing $17,849
Lab Analysis $0
Reporting $2,338
Total $26,182
PQ-2054 - Fees and Costs 1 of 11 . . . .

Item 11 Page 39 of 50
City of Vernon
– 2023 Tri-Annual Proposal – Costs and Fees
W002AS-044369-PQ-2054
TABLE 3
1ST QUARTER 2026 RATA AND NH
3 SLIP

MALBURG GENERATING STATION
Task Cost
Planning and Protocol $650
Test Preparation $1,256
Mob/Travel/Setup/Demob $4,328
On-Site Testing $18,563
Lab Analysis $0
Reporting $2,432
Total $27,229
TABLE 4
3RD QUARTER 2025 TRI-ANNUAL

MALBURG GENERATING STATION
Task Cost
Planning and Protocol$1,831
Test Preparation $1,498
Mob/Travel/Setup/Demob$4,600
On-Site Testing$26,600
Lab Analysis $10,261
Reporting $2,812
Total$47,602
TABLE 5
2026 NO
x AND CO COMPLIANCE
GONZALEZ UNIT 7
Task Cost
Planning and Protocol $661
Test Preparation $572
Mob/Travel/Setup/Demob $775
On-Site Testing $3,339
Lab Analysis $0
Reporting $673
Total $6,020
PQ-2054 - Fees and Costs 2 of 11 . . . .

Item 11 Page 40 of 50
City of Vernon
– 2023 Tri-Annual Proposal – Costs and Fees
W002AS-044369-PQ-2054
TABLE 6

SINGLE UNIT SEMI-ANNUAL NO
x RATA

MALBURG GENERATING STATION
Task Cost
Planning and Protocol $625
Test Preparation $1,208
Mob/Travel/Setup/Demob $1,006
On-Site Testing $5,976
Lab Analysis $0
Reporting $969
Total $9,784
TABLE 7

SINGLE UNIT QUARTERLY NH
3 SLIP TEST

MALBURG GENERATING STATION
Task Cost
Planning and Protocol $0
Test Preparation $501
Mob/Travel/Setup/Demob $1,052
On-Site Testing $3,479
Lab Analysis $0
Reporting $636
Total $5,669
PQ-2054 - Fees and Costs 3 of 11 . . . .

Item 11 Page 41 of 50
City of Vernon
– 2023 Tri-Annual Proposal – Costs and Fees
W002AS-044369-PQ-2054
TABLE 8

COST SUMMARY TABLE

MALBURG AND GONZALEZ STATION
Time TaskQty. Item Cost
Defined
Task
Total
Potential
Task Total
1st Quarter 2024 Malburg RATA and NH
3 1 $25,175 $25,175 --
1st Quarter 2025 Malburg RATA and NH
3 1 $26,182 $26,182 --
3rd Quarter 2025 Malburg Tri-Annual1 $47,602 $47,602 -- 1st Quarter 2026 Malburg RATA and NH
3 1 $27,229 $27,229 --
2026 Gonzalez Unit 7
Compliance
1 $6,020 $6,020 --
-- Semi-Annual RATA2 $9,784 -- $19,568
-- Quarterly NH
3 4 $5,669 -- $22.676
-- Gonzales Compliance4 $6,020 -- $24,080
Sub-Total $132,208 $66,324
20% Contingency $26,442 $13,265
Total $158,650 $79,589
Total $238,238
Montrose’s standard Terms and Conditions are presented here. Montrose and the City of Vernon have negotiated acceptable Terms and Conditions for the work we have done over the last several years and we fully expect that we can do the same if we are awarded this tri-annual contract.

Progress invoices will be issued incrementally in the form of two invoices: (1) the first invoice is issued after completion of the field work and includes project management, preparation, equipment fees, specialized rentals, mobilization, performance of the field work, and analytical tasks, and (2) the second invoice includes the reporting and ERT (if applicable) and is issued upon delivery of the final report, or five business days following delivery of the draft report. Time and materials (T&M) and optional testing may be invoiced separately.

Should changes in scope become necessary (e.g. remobilization, out of scope, standby time, etc.), the lump sum quotation will be adjusted according to the standard fee schedule for source testing attached, plus all applicable lab fees, equipment and expenses. Note that overtime rates shall be invoiced when applicable. It is understood that out of scope work will need client authorization prior to commencement. The attached Standard Terms and Conditions shall apply to all services. In addition, the following terms and conditions for source testing shall apply:

PQ-2054 - Fees and Costs 4 of 11 . . . .

Item 11 Page 42 of 50
City of Vernon
– 2023 Tri-Annual Proposal – Costs and Fees
W002AS-044369-PQ-2054
Process Information: The client shall provide accurate process information in a manner acceptable to the regulatory agency and in sufficient detail to perform the necessary test calculations and complete the pertinent regulatory agency forms.

Safety Training: Time spent for plant required safety orientation or training longer than 30 minutes in duration will accrue additional charges at the per-person, per-hour standby rate, plus expenses.

Drug Testing: Drug testing or physical examinations required by the client or plant, which are not covered by Montrose company policy will be invoiced at the per-person, per-hour standby rate, plus the cost of the drug test or examination.

Postponement: If the client postpones or reschedules a test, all expenses incurred for the preparation and travel that must be repeated prior to the actual test will be invoiced. If the postponement is made less than two weeks prior to a scheduled test date, Montrose reserves the right to charge the client an additional fee of 10% of the estimated project price. If the project is postponed less than a week before the scheduled test date, Montrose reserves the right to charge the client an additional fee of 25% of the estimated project price.

Standby Fees: If the test team arrives on site and cannot test due to causes beyond the control of Montrose (i.e., client's process or equipment delays, inclement weather, etc.); standby fees will be charged at the normal Montrose labor rates.

Cancellation: If the client cancels testing after a purchase order is issued or a test scheduled, Montrose will charge a cancellation fee plus expenses incurred for travel and/or preparation expenses incurred. The cancellation fee will follow the same schedule described in Postponement above.

Audit Samples: The EPA Stationary Audit Sample Program (SSAS) has been discontinued. The SSAS requires that two or more independent audit providers be available, currently there is only one. If a second provider becomes available, the program will be reinstated. Until that time, Montrose will not acquire audit samples associated with the SSAS program. If the program is reinstated, Montrose shall not be responsible or held liable for an unsuccessful test resulting from failed audit sample analysis conducted by a third-party subcontracted laboratory. Montrose’s liability under such circumstances shall be limited to the actual cost of the audit sample analysis, and shall not extend to cost of procurement of the audit samples or any costs associated with re- testing, whether or not such re-testing is required by any regulatory agency or official.

Inclement Weather: Inclement weather is defined as lightning, thunderstorms, strong winds, icing, or other atmospheric conditions that may endanger or cause damage to Montrose personnel and/or equipment or otherwise adversely affect the test results. The decision to conduct or postpone sampling operations will be at the discretion of the Montrose test team leader. Should weather conditions preclude safe testing during the scheduled hours and days the client will be invoiced at the per-person, per-hour standby rate, plus expenses.

DOT Driving Requirements: All source sampling companies, are subject to and must comply with local and Federal Department of Transportation (DOT) regulations. The regulations include specific ‘hours of service’ provisions with which our employees/drivers must adhere to. Montrose does not quote projects to exceed the on-duty time; however, if the applicable DOT rules are exceeded due to out of scope work or delays, driving DOT vehicles will not be permitted. In this PQ-2054 - Fees and Costs 5 of 11 . . . .

Item 11 Page 43 of 50
City of Vernon
– 2023 Tri-Annual Proposal – Costs and Fees
W002AS-044369-PQ-2054
case, an extra-night stay over may be required. The client will then be invoiced at the per-person, per-day standby rate, plus expenses.

Limitations of Liability: Montrose shall not be responsible for an unsuccessful test due to failure, malfunction, or improper operation of the client's process and/or control equipment. The client is responsible for having the process and/or control equipment operating in a representative manner. Montrose may recommend adjustments to equipment operation, but such action will be at the discretion of the client and will in no way render Montrose liable.

PQ-2054 - Fees and Costs 6 of 11 . . . .

Item 11 Page 44 of 50
City of Vernon
– 2023 Tri-Annual Proposal – Costs and Fees
W002AS-044369-PQ-2054
Standard Terms and Conditions
I. SCOPE
Montrose Air Quality Services, LLC (through itself or its affiliates or subsidiaries) (“Montrose”) agrees to perform the services described in the proposal attached hereto which incorporates these terms and conditions. Unless modified in writing by the parties hereto, the duties of Montrose shall not be construed to exceed those services specifically set forth in the proposal. These terms and conditions and the proposal, when executed by Client, shall constitute a binding agreement on both parties (hereinafter the "Agreement").

II. COMPENSATION
Client agrees to pay for the services in the proposal in accordance with the compensation provisions set forth therein. Unless otherwise agreed, Montrose shall, at its sole discretion, invoice Client incrementally upon execution of services in the form of two bills: (1) delivery of the test protocol, preparation, equipment fees, performance of the fieldwork, and the analytical tasks, and (2) delivery of the final report(s) or five days after delivery of the draft report(s). Montrose shall invoice Client any remaining amounts due, including but not limited to out of scope charges, delay time or other fees, upon completion of the final report(s) or five days after delivery of the draft report(s).

Time-related charges will be made in accordance with the billing rate referenced in the proposal or agreement. Direct expenses and Subcontractor servicesshall be billed in accordancewith the proposalor compensation exhibit attached to this Agreement. Otherwise, Montrose's standard billing rates shall apply. Unless otherwise agreed, Client agrees to pay within 30 days of the presentation of any invoice submitted by Montrose hereunder. Payments not received within 30 days of the invoice date will accrue a late payment charge of 1.5% per month on the unpaid balance of the invoice.

Montrose shall also be entitled to reimbursement from Client of expenses, including attorney’s fees and court costs, which may be incurred in collecting any overdue payments. Payment is not contingent on payment from another party.

III. RESPONSIBILITY
Montrose is employed to rendera professional service only, and any payments made by Client are compensation solely for such servicesrendered and recommendations made in carrying out the work. Montrose shall perform the services in accordance with the usual and customary care and accepted practices in effect when the services are rendered.

Montrose's review or supervision of work prepared or performed by other individuals or firms employed by Client shall not relieve those individuals or firms of complete responsibility for the adequacy of their work.

It is understood that any resident engineering or inspection provided by Montrose is for the purpose of determining compliance with the technical provisions of the project specifications and does not constitute any form of guarantee or assurance with respect to the performance ofa contractor. Montrose does not assume responsibility for methods or appliances used by a contractor, for safety of construction work, or for compliance by contractorswith laws and regulations. Further,Montrose is notresponsible,in any capacity, for Client’s failure to comply with any laws or regulations or for damages or penalties of any type sought or assessed, including attorney’s fees and expenses, from any source.

IV. FORCE MAJEURE
Montrose, its officers, employees and agents, shall not be liable for its failure to perform hereunder or for any loss or damage due to any failure of delay from any cause beyond the reasonable control of Montrose. This includes but is not limited to: acts of God, war (declared or undeclared) terrorist attaches, civil commotion, tornados, embargoes, epidemics,fires, floods,strikes, testing difficulties, shortage of chemicals, materials, or other equipment, acts or omissions by Client, acts or omissions of suppliers or vendors, acts or omissions of governmental authorities, or changes to any applicable governmental laws orregulations.

V. INDEMNIFICATION
Client agrees to indemnify Montrose and its officers, directors, subsidiaries, employees and affiliates for any losses (including reasonable fees and expense incurred, including reasonable attorney fees), arising out of or related to any legal action or claim resulting from any services provided by Montrose, to which Montrose is nota party and to the extent Montrose is found not to be at fault in connection with such claim or legal action.

VI. LIMITATION OF LIABILITY

MONTROSE (TOGETHER WITH ITS EMPLOYEES, REPRESENTATIVES, OFFICERS, DIRECTORS, AGENTS AND

AFFILIATES) SHALL BE LIABLE ONLY FOR THE PROVEN DIRECT AND IMMEDIATE DAMAGE CAUSED BY MONTROSE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH THE PERFORMANCE OF SERVICES IN CONNECTION WITH AN ORDER. MONTROSE’S LIABILITY HEREUNDER SHALL BE LIMITED TO AN AMOUNT EQUAL TO ONE-AND-A-HALF TIMES THE TOTAL FEES PAID TO MONTROSE OVER THE LAST 12 MONTHS UNDER THIS AGREEMENT. IN NO EVENT SHALL MONTROSE BE LIABLE TO CLIENT OR TO ANY THIRD PQ-2054 - Fees and Costs 7 of 11 . . . .

Item 11 Page 45 of 50
City of Vernon
– 2023 Tri-Annual Proposal – Costs and Fees
W002AS-044369-PQ-2054

PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, 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 DAMAGES WERE FORESEEABLE

AND WHETHER OR NOT MOTNROSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDINGTHE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIALPURPOSE.

VII. INSURANCE
Montrose shall maintain during the life of the Agreement the following minimum insurance:

1. Commercial general liability including bodily injury, property damage, owners and contractors protective, products/completed operations, contractual and personal injury. The combined single limit for bodily injury and property damage shall not be less than $1,000,000.

2. Automobile bodily injury and property damage liability insurance covering owned, non -owned, and hired cars. The
combined single limit for bodily injury and property damage shall be not less than $1,000,000.

3. Statutory worker's compensation and employers' liability insurance as required by state law.

4. Professional liability insurance with limits of not less than $1,000,000 VIII. SUBCONTRACTS
Montrose shall be entitled, to the extent determined to be appropriate by Montrose, to subcontract any portion of the work to be performed under this Agreement.

IX. ASSIGNMENT
These terms and conditions and the agreement to which they are attached are binding on the heirs, successors, and assigns of the parties hereto. The agreement is not to be assigned by either Montrose or Client without the prior written consent of the other.

X. INTEGRATION
These terms and conditions and the agreement to which they are attached represent the entire understanding of Client and Montrose as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. The agreement may not be modified or altered except in writing signed by both parties.

XI CHOICE OF LAW/JURISDICTION
This agreement shall be administered and interpreted under the laws of the state in which the Montrose office responsible for the project islocated. Jurisdiction of litigation arising from the agreement shall be in that state.

XII. SEVERABILITY
If any part of the agreement is found to be in conflict with applicable laws,such partshall be inoperative, null and void insofar asit is in conflict with said laws, but the remainder of the agreement shall be in full force and effect.

XIII. NO BENEFIT FOR THIRDPARTIES
The services to be performed by Montrose hereunder are intended solely for the benefit of Client, and no right or benefit is conferred on, nor any contractual relationship intended or established with any person or entity nota party to this Agreement. No such person or entity shall be entitled to rely on Montrose's performance of its services hereunder.

XIV. INDEPENDENT CONTRACTOR
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

XV. WORK PRODUCT
Montrose and Client recognize that Montrose's work product submitted in performance of this Agreement is intended only for the project covered bythisAgreement. Change, alteration,orreuseon anotherprojectbyClientshallbeatClient'ssolerisk,andClientshall hold harmless and indemnify Montrose against all losses, damages, costs and expense, including attorneys' fees, arising out of or related to any such unauthorized change, alteration or reuse. Rights to Montrose’s intellectual property, in existence prior to the servicesrendered underthis Agreement, that are as presented in the documents or reports delivered in connection with utilized in the performance of the work shall remain the property of Montrose. Client shall not have any rights to Montrose’s trade secrets or proprietary data modeling formulas, spreadsheets and tools.

XVI. SUSPENSION OF WORK
Client may suspend, in writing, all ora portion of the work under the agreement in the event unforeseen circumstances beyond the control of the Client make normal progress in the performance of the work impossible. Montrose may request that the work be suspended by notifying Client, in writing, of circumstances that are interfering with normal progress of the work. Montrose may suspend work on the project in the event Client does not pay invoices when due. The time for completion of the work shall be extended by the number of daysthe work issuspended. In the event that the period of suspension exceeds 90 days, the terms of the agreement are subject to renegotiation and both parties are granted the option to terminate work on the suspended portion of the project, in accordance with the Proposal.

PQ-2054 - Fees and Costs 8 of 11 . . . .

Item 11 Page 46 of 50
City of Vernon
– 2023 Tri-Annual Proposal – Costs and Fees
W002AS-044369-PQ-2054
XVII. TERMINATION OF WORK
Either party at any time, upon reasonable written notice to the other party, may terminate the services hereunder. Upon such termination, Client shall pay Montrose all the amounts it owed hereunder for performance up to the date of termination, plus, if such termination is not due to Montrose’s default under this Agreement, reasonable expenses incurred by Montrose as a result of such termination.

XVIII. NOTICES
All noticesrequired underthisAgreementshall be by personal delivery,facsimile or mail to the MontroseClient Account Manager and to the person signing the proposal on behalf of the Client, and shall be effective upon delivery to the addressed stated in the proposal.

PQ-2054 - Fees and Costs 9 of 11 . . . .

Item 11 Page 47 of 50
City of Vernon 2023 3 Year Proposal
– Costs and Fees
W002AS-044369-PQ-2054

FEE SCHEDULE FOR SOURCE TESTING
EFFECTIVE JANUARY 1, 2023
Field Testing Personnel Hourly Rate ($)
Consultant .................................................................................................................................................225 Client Project Manager..............................................................................................................................170 Field Project Manager............................................................................................................................... 130 Senior Technician ..................................................................................................................................... 110 Field Technician .......................................................................................................................................... 95 Support Personnel Hourly Rate ($)
Senior Office Worker................................................................................................................................. 110 Office Worker .............................................................................................................................................. 75 Overtime Rate Hourly Rate ($)
Over 8 hours per day or between 40 and 60 hours per week.........................................Standard Rate x 1.5 Over 12 hours per day or over 60 hours per week..........................................................Standard Rate x 2.0 Note: MAQS also accounts for overtime meeting the “consecutive day” rules.

Overhead Direct Costs Unit Rate ($)
Per Diem ...........................................................................................................................................275/day Mobile Lab Vehicle Mileage ............................................................................................................1.50/mile Other Overhead Direct Costs, including analytical costs ........................................................Cost Plus 15% Testing Equipment Fees Daily Rate ($)
Mobile Laboratory .................................................................................................................................. 1,175 Chase vehicle - (mileage charged separately at $0.75/mile).................................................................... 125 Portable Sampling System........................................................................................................................ 205 Data Acquisition System ........................................................................................................................... 105 Strip Chart Recorders ............................................................................................................................... 105 O2 Analyzer (calibration gases charged separately for all analyzers)....................................................... 130 CO
2 Analyzer............................................................................................................................................ 130 CO Analyzer.............................................................................................................................................. 180 NO
x Analyzer............................................................................................................................................. 180 SO
2 Analyzer ............................................................................................................................................ 205 THC Analyzer............................................................................................................................................ 305 FTIR Analyzer (on site) ............................................................................................................................. 755 Gas Chromatograph (on site).................................................................................................................... 755 Heated sample line ................................................................................................................................... 105 Isokinetic Sampling System- Complete ................................................................................................... 255 Non-Isokinetic Pump& Meter ................................................................................................................... 180 201A / OTM-027 Cyclone / Cascade Impactor ......................................................................................... 130 Impinger Set.............................................................................................................................................. 105 NH
3 Analysis Kit ........................................................................................................................................ 275 Lung Sampler............................................................................................................................................ 105 Tedlar Bags (each)...................................................................................................................................... 40 PQ-2054 - Fees and Costs 10 of 11 . . . .

Item 11 Page 48 of 50
City of Vernon 2023 3 Year Proposal
– Costs and Fees
W002AS-044369-PQ-2054
The information contained in this proposal is proprietary and contains confidential information which is of significant economic value to Montrose Air Quality Services, LLC. It is intended to be used only for evaluation of our qualifications for providing services. It should not be duplicated, used, re-written or disclosed in whole or in part for any purpose other than to evaluate this proposal and quotation.

PQ-2054 - Fees and Costs 11 of 11 . . . .

Item 11 Page 49 of 50

Page 18 of 18 ends

EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

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

Item 11 Page 50 of 50
City Council Agenda Report
Meeting Date: December 5, 2023
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Administrative Analyst
Subject
Services Agreement with Richard Heath and Associates, Inc.

Recommendation
Approve and authorize the City Administrator to execute a Services Agreement with Richard Heath and Associates, Inc. (RHA), in substantially the same form as submitted, to provide energy audit, engineering support and direct installation services in an amount not-to-exceed $375,000, for a three-year term.

Background
Vernon Public Utilities (VPU) currently offers several customer-facing incentive programs and services designed to encourage energy efficiency and promote beneficial electrification to reduce greenhouse gas emissions (GHG). To successfully implement various customer programs, VPU will require technical assistance in the form of customer education, on-site energy audits, efficiency/electrification retrofit recommendations, general engineering support, and program reporting. The installation of efficiency and electrification measures in City-owned buildings/facilities may also be required in certain cases upon approval by VPU.

In accordance with Vernon Municipal Code (VMC) Section 3.32.080, on September 11, 2023 staff issued a Request for Proposals (RFP) for Energy Audit, Engineering Support and Direct Installation Services. The RFP was advertised on the City's Planet Bids platform. The scope of services included the ability to conduct customer outreach and education, energy audits that provided recommendations for energy efficiency and electrification upgrades, engineering support to meet policy and reporting requirements, plus the direct installation of efficiency and electrification measures for city facilities.

Subsequently, proposal packages were received from three firms by the October 5, 2023 deadline. Pursuant to VMC Section 3.32.090, price was not a factor in determining the most qualified bidder. A qualified panel thoroughly examined the proposals received based on demonstrated competence (45%), professional qualifications (45%), and overall quality and responsiveness to the RFP (10%).

While all three firms met the minimum criteria, the proposal from Richard Heath and Associates (RHA) demonstrated the best expertise, experience, and comprehensive approach to the services requested in the scope of work detailed in the RFP. RHA has over 20 years of experience delivering municipal utility programs that serve the commercial customer segment.

This includes active service agreements with several members of the Southern California Public Power Authority (SCPPA), such as Anaheim Public Utilities and Riverside Public Utilities, to provide on-site energy assessments, direct installation, and engineering services. RHA possesses extensive experience in delivering energy audit, engineering support, and direct installation services to help municipal utility clients, along with commercial and industrial customers, to make energy efficiency upgrades and support the direct installation of lighting projects. Additionally, RHA’s proposal demonstrated the ability to utilize a dedicated database system to support the successful implementation of efficiency and electrification programs. RHA . . . .

Item 12 Page 1 of 48
has provided energy audit and engineering support for VPU previously and performed such services to the City’s satisfaction.

Staff recommends that the City Council approve a Services Agreement with RHA to provide energy audit, engineering support, and direct installation services for a total amount not-toexceed $375,000 over a term of three years.

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

Fiscal Impact
The fiscal impact is not-to-exceed $375,000 for the three-year term. Sufficient funds are included in the Electric Fund, Customer Programs Department, Professional Services-Other, Account No. 055-050-595-529215 for the current fiscal year. Sufficient Funds will be budgeted in subsequent years.

Attachments

1. Services Agreement with Richard Heath and Associates, Inc. . . . .

Item 12 Page 2 of 48
Page
1 of 17

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND RICHARD HEATH & ASSOCIATES, INC. FOR ENERGYAUDIT, ENGINEERING SUPPORT AND DIRECT

INSTALLATION SERVICES

COVER PAGE
Contractor: Richard Heath & Associates, Inc.

Responsible Principal of Contractor: Cynthia Bruno Rafferty, Chief Executive Officer
Notice Information - Contractor: Richard Heath & Associates, Inc. 590 West Locust Ave, Suite 103
Fresno, Ca 93650
Attention: Contracts Department
Telephone: 559-447-7017
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: December 5, 2023
Termination Date: December 4, 2026
Consideration: Total not to exceed $375,000 (includes all applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20 . . . .

Item 12 Page 3 of 48
Page
2 of 17

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND RICHARD HEATH & ASSOCIATES, INC. FORENERGYAUDIT, ENGINEERING SUPPORT AND DIRECT INSTALLATION SERVICES This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and Richard Heath & Associates, Inc., a California corporation (“Contractor”).

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the City’s Request for Proposals issued on or about September 11, 2023, and titled RFP for energyaudit, engineering support and direct installation services, and Contractor's proposal to the City ("Proposal") dated October 4, 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.

4.0 TERM. The term of this Agreement shall commence on December 5, 2023, and it shall continue until December 4, 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 . . . .

Item 12 Page 4 of 48
Page
3 of 17
aroundLos 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 notexceed $375,000.00 without the prior authorization of the City,as appropriate, and written amendment of this Agreement.

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:

5.4.2 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 extrawork 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.

Item 12 Page 5 of 48
Page
4 of 17
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.

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

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

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

Item 12 Page 6 of 48
Page
5 of 17
claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE.Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage.
i. Automobile Liability with minimum limits of at least $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage. ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services.
iii. General Liability with minimum limits of at least $1,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis.

Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Agreement.
(1) If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein.
(2) Contractor agrees to subrogate General Liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services.
iv. Professional Errors and Omissions coverage in a sum of at least $1,000,000, . . . .

Item 12 Page 7 of 48
Page
6 of 17
where such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. v. 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 City before the City’s own insurance or self-insurance shall be called upon to project it as a named insured. Any umbrella liability policy or excess liability policy will in “following form” and 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 for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
(2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or
(3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement.
vii. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. viii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. ix. Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. x. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all . . . .

Item 12 Page 8 of 48
Page
7 of 17
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.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

Item 12 Page 9 of 48
Page
8 of 17
floppy disks and printouts, studies, memoranda, computation sheets, and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested at no additional cost to the City. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Agreement. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City.

No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

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

Item 12 Page 10 of 48
Page
9 of 17
Contractor of its obligations under this Agreement. No assignment shall release the original parties from their obligations or otherwise constitute a novation.

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

11.11 INTERPRETATION.

Item 12 Page 11 of 48

Page 10 of 17 ends

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

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

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

If to the City:

City of Vernon
Attention: Jonathan Sun, Utility Program Administrator
4305 Santa Fe Avenue
Vernon, CA 90058
. . . .

Item 12 Page 12 of 48

Page 11 of 17 ends

If to the Contractor:

Richard Heath & Associates, Inc.

Attention: Contracts Department
590 West Locust Ave, Suite 103
Fresno, CA 93650
Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Agreement by written notice to the defaulting party. The notice shall specify the basis for the default. The Agreement shall terminate unless such default is cured before the effectivedate 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. . . . .

Item 12 Page 13 of 48

Page 12 of 17 ends

11.19TERMINATION FOR CAUSE. Termination for cause shall relieve the terminating party of further liability or responsibility under this Agreement, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

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

11.22 HEADINGS. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be . . . .

Item 12 Page 14 of 48

Page 13 of 17 ends

a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

11.23ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

11.24 PREVAILING WAGES. The provisions of California Labor Code 1770, et seq., regarding the payment of prevailing wages on public works, and related regulations, apply to all City agreements. In addition, the selected consultant and/or any subcontractor must be currently registered and qualified (including payment of any required fee) with the State Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the State Department of Industrial Relations.

11.25 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].
. . . .

Item 12 Page 15 of 48

Page 14 of 17 ends

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

Richard Heath & Associates, Inc.; a California
corporation
By:

Name: Title:

ATTEST:
_______________________________
Lisa Pope, City Clerk
By:

Name: Title:

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

Item 12 Page 16 of 48

Page 15 of 17 ends

EXHIBIT A

CONTRACTOR'S PROPOSAL
. . . .

Item 12 Page 17 of 48
. . . .

Item 12 Page 18 of 48
. . . .

Item 12 Page 19 of 48
. . . .

Item 12 Page 20 of 48
. . . .

Item 12 Page 21 of 48
. . . .

Item 12 Page 22 of 48
. . . .

Item 12 Page 23 of 48
. . . .

Item 12 Page 24 of 48
. . . .

Item 12 Page 25 of 48
. . . .

Item 12 Page 26 of 48
. . . .

Item 12 Page 27 of 48
. . . .

Item 12 Page 28 of 48
. . . .

Item 12 Page 29 of 48
. . . .

Item 12 Page 30 of 48
. . . .

Item 12 Page 31 of 48
. . . .

Item 12 Page 32 of 48
. . . .

Item 12 Page 33 of 48
. . . .

Item 12 Page 34 of 48
. . . .

Item 12 Page 35 of 48
. . . .

Item 12 Page 36 of 48
. . . .

Item 12 Page 37 of 48
. . . .

Item 12 Page 38 of 48
. . . .

Item 12 Page 39 of 48
. . . .

Item 12 Page 40 of 48
. . . .

Item 12 Page 41 of 48
. . . .

Item 12 Page 42 of 48
. . . .

Item 12 Page 43 of 48
. . . .

Item 12 Page 44 of 48

Page 16 of 17 ends

EXHIBIT B

SCHEDULE
. . . .

Item 12 Page 45 of 48
. . . .

Item 12 Page 46 of 48
. . . .

Item 12 Page 47 of 48

Page 17 of 17 ends

EQUAL EMPLOYMENT OPPORTUNITY

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.

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

Item 12 Page 48 of 48
City Council Agenda Report
Meeting Date: December 5, 2023
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Administrative Analyst
Subject
Amendment No. 1 to Services Agreement with Waterline Technologies, Inc.

Recommendation
Approve and authorize the City Administrator to execute Amendment No. 1 to the Services Agreement with Waterline Technologies, Inc., in substantially the same form as submitted, to add a 100-gallon minimum policy per facility for bulk deliveries.

Background
Vernon Public Utilities (VPU) owns eight active production wells that provide potable water to customers within the City’s water service area. The water derived from the production wells is disinfected with a 12.5 percent sodium hypochlorite solution to ensure that the water is potable and bacteria-free. The system cannot be operated without the sodium hypochlorite disinfection solution.

Accordingly, following a Notice Inviting Bid process and after receiving only one bid package, on May 16, 2023, the City Council approved a Services Agreement with Waterline Technologies, Inc. (Waterline) for the supply of sodium hypochlorite 12.5 percent solution in the amount of $234,490.56, for a term of three years. Staff recently became aware that Waterline implemented a 100-gallon minimum policy per facility for bulk deliveries of 12.5 percent sodium hypochlorite solution. Since this policy was not included in Waterline’s bid, staff contacted Waterline to resolve this issue. Unfortunately, due to the higher cost of transportation and related inflationary factors, including the higher cost of labor, any delivery per location that receives under 100 gallons will be charged for 100 gallons, no exception. After discussions with the City Attorney’s Office, staff researched sodium hypochlorite agreements that the City could piggyback on to potentially replace Waterline as a vendor; however, no viable option was found.

There are a very limited number of sodium hypochlorite vendors. In addition, due to production plant outages, labor shortages, and transportation delays across the country during the COVID19 pandemic, the industry has experienced a severe shortage of sodium hypochlorite over the past couple of years. The shortage has forced manufacturers and suppliers/distributors to increase product prices multiple times due to supply curtailments that suppliers/distributors have experienced. Waterline’s bid price for bulk deliveries was reasonable compared to other vendors.

Additionally, staff can manage bulk deliveries to minimize cost impact, if any.

Staff recommends the City Council approve the proposed Amendment No. 1 to add the 100- gallon minimum policy to the agreement with Waterline. If approved, staff will strive to receive bulk deliveries at facilities that require near or beyond 100 gallons to control costs. Facilities requiring lower amounts of sodium hypochlorite solution will be filled by staff from VPU’s stock of 55-gallon sodium hypochlorite solution drums.

Amendment No. 1 has been reviewed and approved as to form by the City Attorney’s Office. . . . .

Item 13 Page 1 of 5
Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. Amendment No. 1 - Waterline Technologies, Inc. . . . .

Item 13 Page 2 of 5
AMENDMENT NO. 1 TO THE SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND WATERLINE TECHNOLOGIES, INC. FOR SUPPLY OF SODIUM HYPOCHLORITE 12.5 PERCENT SOLUTION This Amendment No. 1 (Amendment) to the Agreement for the supply of sodium
hypochlorite 12.5 percent solution dated May 16, 2023, (Agreement), is made as of December 5, 2023, by and between the City of Vernon, a California charter city and municipal corporation (City), and Waterline Technologies, Inc., (Contractor), a California corporation. The City and Contractor agree as follows:

RECITALS
A. The City and Contractor are parties to a written Agreement dated May 16, 2023, under which Contractor provides sodium hypochlorite 12.5 percent solution. B. Contractor has implemented a 100-gallon minimum delivery policy per facility for bulk deliveries due to increased fuel and staffing costs.

C. The City and Contractor desire to amend the Agreement to memorialize the Contractor’s 100-gallon minimum delivery policy, as outlined in Contractor’s correspondence dated November 14, 2023, and attached hereto as Exhibit A.

NOW, THEREFORE, the parties to this Amendment agree as follows:

1. Exhibit B (Schedule) of the Agreement is hereby amended to add Contractor’s 100-gallon minimum delivery policy attached hereto as Exhibit A.

2. Except as expressly modified by this Amendment, all provisions of the Agreement shall remain in full force and effect.

3. The provisions of this Amendment shall constitute the entire agreement of the parties with respect to the subject matter included in this Amendment and shall supersede any other agreement, understanding, or arrangement, whether written or oral, between the parties with respect to the subject matter of this Amendment.

4. The person or persons executing this Amendment on behalf of each of the parties warrants and represents that he or she has the authority to execute this Amendment on behalf of that party and has the authority to bind that party to the performance of its obligations hereunder.
[Signatures Begin on Next Page].
. . . .

Item 13 Page 3 of 5
Waterline Technologies, Inc.

Amendment No. 1

Page 2 of 2 ends

_______________________
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date stated in the introductory clause.

City of Vernon, a California Charter City and
California municipal corporation
_______________________________
Carlos Fandino, City Administrator
ATTEST:
________________________________
LISA POPE, City Clerk
APPROVED AS TO FORM:
_______________________________
ZAYNAH N. MOUSSA, City Attorney
Waterline Technologies, Inc., a California
corporation
By:

Name:

Title:

By:

Name:

Title:
. . . .

Item 13 Page 4 of 5
Exhibit A
. . . .

Item 13 Page 5 of 5
City Council Agenda Report
Meeting Date: December 5, 2023
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Administrative Analyst
Subject
Purchase Orders with National Auto Fleet Group
Recommendation
A. Approve and authorize the issuance of a Purchase Order with National Auto Fleet Group (NAFG) for a 2024 Ford Super Duty F-350, for a total amount not-to-exceed $76,558.10; B. Authorize a contingency amount of twenty percent (20%) or $15,311.62 for unforeseen fluctuations in price, and grant authority to the City Administrator to issue a Supplemental to the Purchase Order to NAFG for an amount up to the contingency amount; C. Approve and authorize the issuance of a Purchase Order with NAFG for a 2024 Ford Super Duty F-350 with a liftgate, for a total amount not-to-exceed $84,143.49; and D. Authorize a contingency amount of twenty percent (20%) or $16,828.70 for unforeseen fluctuations in price, and grant authority to the City Administrator to issue a Supplemental to the Purchase Order to NAFG for an amount up to the contingency amount.

Background
Vernon Public Utilities (VPU) and the Public Works Department assessed VPU’s vehicle fleet to identify vehicles in need of replacement. The evaluation consisted of assessing the useful life of vehicles and equipment in terms of age, mileage, and usage. After a thorough review of VPU’s fleet vehicles that require replacement, a 2004 Chevrolet Silverado 2500 with City vehicle ID L1036 and a 1990 Chevrolet Cheyenne 3500 with City vehicle ID L1023 were identified for replacement. Additionally, Public Works Garage staff has recommended the surplus and replacement of many older VPU vehicles, as replacement parts have become extremely scarce, resulting in higher repair costs and an inordinate amount of maintenance for Public Works staff.

The South Coast Air Quality Management District (SCAQMD) Fleet Rules 1191 and 1196 mandate public fleet operators to procure low-emitting gasoline or alternative-fuel vehicles when adding or replacing vehicles to their vehicle fleet. Vehicles must be replaced with newer lower or zero-emission vehicles such as electric, compressed natural gas (CNG), hybrid, or gasoline vehicles rated LEV or better. In addition to SCAQMD’s Fleet Rules, the California Air Resources Board has finalized an Advanced Clean Fleet (ACF) regulation, which mandates public fleet operators to procure electric vehicles when adding or replacing vehicles in their fleet beginning in 2024. The ACF regulation will limit the City’s ability to purchase internal combustion engine (ICE) vehicles beginning on January 1, 2024.

Staff recommends approval of two Purchase Orders with NAFG. The first Purchase Order will be in the amount of $76,558.10 for the purchase of a 2024 Ford Super Duty F-350; and recommends a contingency amount of 20%, or $15,311.62. The second Purchase Order will be in the amount of $84,143.49 for the purchase of a 2024 Ford Super Duty F-350 with a Liftgate; and recommends a contingency amount of 20% or $16,828.70. Staff has requested approval of a contingency amount of 20% for both Purchase Orders with NAFG in the event that vehicle prices fluctuate due to inflation, supply chain issues arise impacting vehicle inventory, or if VPU must purchase comparable vehicles that are different makes and models. . . . .

Item 14 Page 1 of 22
Pursuant to Vernon Municipal Code (VMC) Section 3.32.110(A)(5), the proposed purchases are exempt from competitive bidding, as the purchase is through Sourcewell, which offers participating agencies cooperative, competitively solicited buying contracts. The quote secured from NAFG for this potential purchase is based on Sourcewell contract (contract 091521-NAF) pricing.

City Council approval for this purchase is required pursuant to VMC Section 3.32.030(B), as during the last 12 months, the City has awarded the vendor NAFG more than $100,000 in contracts.

Fiscal Impact
The fiscal impact is estimated at $192,841.91. Sufficient funds are available in the Gas Fund, Capital Outlay-Auto, Account No. 056-060-600-660010 and Electric Fund, Malburg Generation Station Department, Capital Outlay Account No. 055-050-586-660000 for the current fiscal year.

Attachments

1. National Auto Fleet - Quote ID 26443 R1

2. National Auto Fleet - Quote ID 26443 R2 . . . .

Item 14 Page 2 of 22
. . . .

Item 14 Page 3 of 22
. . . .

Item 14 Page 4 of 22
. . . .

Item 14 Page 5 of 22
. . . .

Item 14 Page 6 of 22
. . . .

Item 14 Page 7 of 22
. . . .

Item 14 Page 8 of 22
. . . .

Item 14 Page 9 of 22
. . . .

Item 14 Page 10 of 22
. . . .

Item 14 Page 11 of 22
. . . .

Item 14 Page 12 of 22
. . . .

Item 14 Page 13 of 22
. . . .

Item 14 Page 14 of 22
. . . .

Item 14 Page 15 of 22
. . . .

Item 14 Page 16 of 22
. . . .

Item 14 Page 17 of 22
. . . .

Item 14 Page 18 of 22
. . . .

Item 14 Page 19 of 22
. . . .

Item 14 Page 20 of 22
. . . .

Item 14 Page 21 of 22
. . . .

Item 14 Page 22 of 22
City Council Agenda Report
Meeting Date: December 5, 2023
From: Scott Williams, Director of Finance
Department: Finance
Submitted by: Marisela Martinez, Buyer
Subject
Professional Services Agreement with BLX Group LLC for Financial Advisory Services Recommendation
Approve and authorize the City Administrator to execute a Professional Services Agreement with BLX Group LLC, in substantially the same form as submitted, for Financial Advisory Services for a total amount not-to-exceed $200,000 for a one (1) year term.

Background
On November 2, 2023, the City issued a Request for Proposals (RFP) for Financial Advisory Services in accordance with Municipal Code Section 3.32.080 regarding competitive selection.

The RFP was sent to eight (8) firms that have experience with municipal bond issuances and placed on Planet Bids to be available for other firms to participate. The Financial Advisory Services requested include: ongoing general consulting, planning, and advisory services; services directly related to debt/derivative/investment transactions; executing a debt strategy, and regulatory, management and oversight services.

A total of three (3) responses were received by the November 16, 2023 deadline specified in the RFP. A qualified panel thoroughly examined the proposals utilizing criteria to measure qualifications, cost & fees, responsiveness, and comparable references. Based on the internal panel’s evaluation, BLX Group LLC was recommended for selection based on their expertise, experience, and proposed fees as set forth in their response to the RFP.

BLX is a Municipal Securities Rulemaking Board (MSRB) and Securities Exchange Commission (SEC) registered independent municipal advisory firm, specializing in serving governmental issuers and nonprofit entities. BLX consulting services include financial advisory, interest rate swap advisory, along with federal tax and regulatory compliance services. As a fiduciary, BLX has an obligation to advise and suggest courses of action that are in the City’s best interests.

BLX has significant experience providing services to all types of entities including states, counties, cities, transportation authorities, public utilities, special districts, and nonprofit organizations. The City has a number of compliance filing deadlines that are approaching and the proposed Agreement with BLX will enable the City to meet those requirements.

The proposed agreement has been reviewed and approved as to form by the City Attorney’s Office.

Fiscal Impact
The fiscal impact is not-to-exceed $200,000. Sufficient funds are available in Electric Fund, Administration Department, Professional Services – Other Account No. 055-050-580-529215 for the current fiscal year.

Attachments

1. Professional Services Agreement - BLX Group LLC . . . .

Item 15 Page 1 of 46
Page
1 of 17

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND BLX GROUP LLC

FOR FINANCIAL ADVISORY SERVICES

COVER PAGE
Contractor: BLX Group LLC
Responsible Principal of Contractor: Craig Underwood, President Notice Information - Contractor: BLX Group LLC
355 S. Grand Avenue, Suite 2700
Los Angeles, CA 90071
Attention: Craig Underwood, President
Telephone: (213) 612-2200
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Scott Williams,
Director of Finance/City Treasurer
Telephone: (323) 583-8811 ext. 849
Commencement Date: December 5, 2023
Termination Date: December 4, 2024
Consideration: Total not to exceed $200,000 (includes all applicable sales tax); and more particularly
described in Exhibit B
Records Retention Period Three (3) years, pursuant to Section 11.20 . . . .

Item 15 Page 2 of 46
Page
2 of 17

SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND BLX GROUP LLC FOR FINANCIAL ADVISORY SERVICES This Agreement is made between the City of Vernon, a California charter City and California municipal corporation (“City”), and BLX Group LLC, a limited liability company (“Contractor”).

2.0 SCOPE OF SERVICES.

2.1 Contractor shall perform all work necessary to complete the services set forth in the City’s Request for Proposals issued on or about November 2, 2023 and titledRFP for Financial Advisory Services, and Contractor's proposal to the City ("Proposal") dated November 16, 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 December 5, 2023 , and
it shall continue until December 4, 2024, unless terminated at an earlier date pursuant to the provisions thereof.

5.0 COMPENSATION AND FEES.

Item 15 Page 3 of 46
Page
3 of 17
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 notexceed$200,000 without the prior authorization of the City, as appropriate, and written amendment of this Agreement.

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:

5.4.2 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.

Item 15 Page 4 of 46
Page
4 of 17
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.

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

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

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

Item 15 Page 5 of 46
Page
5 of 17
claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.

10.0 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. The policies shall state that they afford primary coverage.
i. Automobile Liability with minimum limits of at least $1,000,000 combined single limit, including owned, hired, and non-owned liability coverage. ii. Contractor agrees to subrogate automobile liability resulting from performance under this Agreement by agreeing to defend, indemnify and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services. The city of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and under the Contractors’ policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance.
iii. General Liability with minimum limits of at least $1,000,000 per occurrence and $2,000,000 aggregate written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis.

Item 15 Page 6 of 46
Page
6 of 17
injuries and expenses, including all costs and reasonable attorney’s fees (“Claims”), which are attributable to any act or omission by the City under the performance of the services.
iv. Professional Errors and Omissions coverage in a sum of at least $2,000,000, where such risk is applicable. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. Contractor shall maintain such coverage for at least one (1) year after the termination of this Agreement. v. Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. In addition, Contractor shall require each subcontractor to similarly maintain workers’ compensation insurance in accordance with the laws for California for all of the subcontractor’s employees. Compliance is accomplished in one of the following manners:
(1) Provide copy of permissive self-insurance certificate approved by the State of California; or
(2) Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or
(3) Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Agreement.
vi. Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. vii. Insurance shall be placed with insurers with a Best's rating of no less than A-VIII. viii. Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. ix. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection . . . .

Item 15 Page 7 of 46
Page
7 of 17
rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due to Contractor, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; or (c) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due to Contractor.

11.0 GENERAL TERMS AND CONDITIONS.

11.1 INDEPENDENT CONTRACTOR.

11.1.2Contractor 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.

Item 15 Page 8 of 46
Page
8 of 17
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.

No waiver of any provision of this Agreement shall be effective unless in writing and executed by a duly authorized representative of the party against whom enforcement of a waiver is sought.

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

Item 15 Page 9 of 46
Page
9 of 17

11.11 INTERPRETATION.

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

11.11.5 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 . . . .

Item 15 Page 10 of 46

Page 10 of 17 ends

incorporated by reference, the terms of this Agreement shall strictly prevail. The terms of the City’s Request for Proposals shall control over the Contractor’s Proposal.

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

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

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

If to the City:

City of Vernon
Attention: Scott Williams, Director of Finance/City Treasurer 4305 Santa Fe Avenue
Vernon, CA 90058
If to the Contractor:

BLX Group LLC
Attention: Craig Underwood, President
355 S. Grand Avenue, Suite 2700
Los Angeles, CA 90071
. . . .

Item 15 Page 11 of 46

Page 11 of 17 ends

Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt, or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party.

11.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Agreementin 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.

Item 15 Page 12 of 46

Page 12 of 17 ends

incurred by the City in obtaining substitute performance. If this Agreement is terminated as provided herein, City may require, at no additional cost to City, that Contractor provide all finished or unfinished documents, data, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

11.20 MAINTENANCE AND INSPECTION OF RECORDS.

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

11.22HEADINGS. 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.

Item 15 Page 13 of 46

Page 13 of 17 ends

permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1½ times the basic rate of pay.

11.24EQUAL 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].
. . . .

Item 15 Page 14 of 46

Page 14 of 17 ends

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

BLXGroup LLC,a limited liability company
By:

Name:

Title:

ATTEST:
_______________________________
Lisa Pope, City Clerk
By:

Name:

Title:

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

Item 15 Page 15 of 46

Page 15 of 17 ends

EXHIBIT A

CONTRACTOR'S PROPOSAL
. . . .

Item 15 Page 16 of 46
BLX Group LLC

RESPONSE TO REQUEST FOR PROPOSAL FOR

FINANCIAL ADVISORY SERVICES

CITY OF VERNON
November 16, 2023

PROJECT MANAGERS
Jeff Higgins
Managing Director
213.612. 2209 T
[email protected] E
Glenn Casterline
Managing Director
213.612. 2229 T
[email protected] E
BLX Group LLC
355 S. Grand Ave., Ste. 2700
Los Angeles, CA 90071
213 612 2200 T
blxgroup.com
. . . .

Item 15 Page 17 of 46
BLX Group LLC
355 South Grand Avenue, STE. 2700
Los Angeles, CA 90071
Ph 213 612 2200
blxgroup.com
November 16, 2023 Email: [email protected]
Mr. Scott Williams
Director of Finance/City Treasurer
City of Vernon
Finance Department
4305 Santa Fe Avenue
Vernon, CA 90058
Re: Request for Proposal Financial Advisory Services
Dear Mr. Williams,
On behalf of BLX Group LLC ("BLX") I am pleased to submit this response to the City of Vernon’s (“City”) request for proposal (“RFP”) to provide Financial Advisory Services. Having worked with the City since 2002, including serving as Financial Advisor on the City’s most recent debt financings, BLX's technical capabilities, familiarity with the City’s debt profile along with the debt profiles similar to that of the City, and a history of unsurpassed client service, combine to make us distinctly qualified to serve the City's needs.

BLX possesses a unique combination of relevant resources, experience, and expertise to offer the City. The City’s financial advisory needs are an excellent fit with BLX’s corporate philosophy and procedures in that it acknowledges the unique characteristics of local government issued debt and investing public funds and the necessary understanding of related statutory, bond, and tax issues. If selected, BLX is committed to providing personalized financial advisory services in an informed, hands-on, extension-of-staff manner.

Additionally, BLX hereby declares that the undersigned individual is authorized to bind the firm with a Financial Advisory Services contract with the City and that the proposal will be valid for a period of at least ninety (90) days from the date of submission. We propose that the contemplated project be managed from our Los Angeles office and will not be subcontracted.

Partnering with BLX and taking advantage of our strong tax and analytical skill set and competitive pricing is the best choice for a successful, yet cost-effective engagement. Glenn and I will serve as your relationship managers and primary points of contact. In that role, we will be responsible for leading an open dialogue between BLX and the City. We are excited about the prospect of once again working with the City and look forward to addressing any questions you may have. I can be reached at 213-612-2209 or via e-mail at [email protected].

Very truly yours,
BLX Group LLC
Jeff R. Higgins
Managing Director . . . .

Item 15 Page 18 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group |

TABLE OF CONTENTS

COVER LETTER

CONTENTS PAGE
A. INTRODUCTION 1
B. GENERAL SCOPE OF WORK 3
C. WORK PLAN 6
D. FEES AND COSTS 8
E. ABILITY OF THE PROPOSER TO PERFORM 10
F. AFFIDAVIT OF NON-COLLUSION 20

APPENDIX

1. CONFLICT DISCLAIMERS AND DISCLOSURES . . . .

Item 15 Page 19 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 1
A. INTRODUCTION
Present an introduction of the proposal and your understanding of the assignment and significant steps, methods and procedures to be employed by the proposer to ensure quality deliverables that can be delivered within the required time frames and your identified budget.

BLX is a registered municipal advisor offering financial advisory, interest rate swap advisory, and post debt issuance compliance services associated with requirements imposed by the IRS and SEC. As an independent and unbiased advisor, BLX's primary objectives are to advocate for and educate our clients while assisting in structuring their financings to achieve low cost of capital at the terms best suited to their debt policies and strategic objectives.

Our financial advisory experience includes providing recommendation of different transactional approaches according to the borrower’s best interests, including bond sales, bank lending, and state loans. Furthermore, BLX has participated in numerous transactions, rating presentations, and negotiations with underwriters, LOC banks, and bond purchasers, and have observed how different types of transactions perform under different market conditions.

Because we are independent advisors and are not in the business of underwriting bonds, we are held to a fiduciary standard in all our engagements under the Dodd/Frank Act of 2010 and are not considered by the MSRB to have the potential conflicts of interest which exist between municipal borrowers and securities underwriting firms.

Further, BLX and its professionals have advised on municipal debt offerings, escrow (re)structurings, investment products, and derivative transactions across all sectors of public finance, including local agencies, public utilities, higher education, healthcare, and project finance. Since 2008, BLX has placed over 545 structured investment products, including escrow portfolios, with an aggregate notional amount in excess of $54.4 billion.

CITY OF VERNON
We have been privileged to work with the City for more than 20 years and over that time have provided pre-issuance and post-issuance financial advisory services, derivative advisory and management services and investment advisory services. The City is without question one of our firm’s most valuable clients. Our team assigned to Vernon is headed by Jeff Higgins and Glenn Casterline, Managing Directors, along with Craig Underwood, BLX’s President, all of which are located in our Los Angeles office. These individuals are among BLX’s most senior and experienced professionals and have worked with the City on an absolute priority basis.

We would enthusiastically welcome the opportunity to renew and, whenever possible at the City’s request, expand our relationship with the City. We can unequivocally state that BLX has an unmatched understanding of the City’s debt, derivative and investment transactions, the historical and institutional knowledge of the City’s financings needed to provide optimal advice and is best positioned to provide the services outlined in Section B herein. Therefore, we are confident that BLX will be able to seamlessly and without any delays continue its work with the City and its staff and continue to provide structuring, pricing, and credit advice. . . . .

Item 15 Page 20 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 2
Over the past 20 years, the City regularly consults with BLX on City objectives and effects such objectives may have on the City’s bond covenants and credit ratings. For example, the City regularly reaches out to BLX when developing their annual rate design to determine if certain bond covenants are met, such as debt service coverage.

In addition, BLX’s long-standing history with the City has helped the City during times of personnel changes. BLX is able to educate new staff and administration with the background of the historical City financings and the objective of such financings. . . . .

Item 15 Page 21 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 3
B. GENERAL SCOPE OF WORK
Briefly summarize the scope of work as the proposer perceives or envisions it for each Service Area proposed.

The scope of work as described in the RFP is generally consistent with the services BLX is currently providing to the City and those which BLX regularly provides to other municipal clients. At BLX, we generally divide financial advisory engagements into four (4) phases – (1) ongoing general consulting, planning and advisory services not directly related to a transaction (i.e., strategic planning); (2) pre-issuance services directly related to debt/derivative/investment transactions (i.e., debt strategy); (3) executing a debt strategy, and (4) post-issuance regulatory, management, and oversight services.

Specifically, the services and tasks we proposed to perform for and on the City’s behalf are as follows:

Phase I: Ongoing General Consulting Services

1. BLX will meet with the City to update and fully develop our understanding of the City’s objectives with regard to financing and investment matters. As has been our practice with the City, we would expect to meet regularly with City staff to discuss new opportunities and changes in financial policy/objectives. The BLX staff assigned to this engagement is available to the City as its highest priority.

2. BLX will review all outstanding debt and derivative positions, identifying opportunities to reduce debt service, provide cash flow relief, and improve the City’s overall balance sheet.

3. As we have for the past 20 years, BLX will continue to be available on a priority basis to meet with City staff, City Council, committees, commissions, and local governmental and quasi-governmental bodies as requested by the City. We will provide support, advice, and presentation materials as requested by the City to support its efforts to be responsive and transparent with all such entities.

STRATEGIC PLANNING
• Review proposed projects
and capital needs
• Review and analyze cash
flow models for proposed
projects including its
effects on overall debt
service
• Identify refinancing
candidates

DEBT STRATEGY
• Review debt management
policies
• Analyze projected cash
flows vs amortization
alternatives
• Consider fixed and/or
variable rate debt
structures
• Create cash flow model of
selected financing
structure
• Summarize costs, savings,
and risks

EXECUTE DEBT STRATEGY
• Help establish financing team
including the selection of
underwriter, bond counsel,
trustee, etc.
• Evaluate and summarize
projected costs of negotiated
sale vs
competitive sale
• Provide daily update on taxexempt market including its effect on
proposed financing
• Review POS and legal
documents
• Communicate with rating
agencies and assist with
presentations to rating
agencies
• Advise as to the
reasonableness of proposed
bond pricing

POST-ISSUANCE SERVICES
• Monitor IRS post-issuance
requirements (Arbitrage
Rebate, Private Use)
• Assist with secondary
market
disclosure requirements
• Interest rate swap
monitoring
services
• Continue to interact with
rating agencies and
investors
• Deliver updates on market
conditions, financial
products,
along with changes in
federal and security laws
• SB1029 services
. . . .

Item 15 Page 22 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 4
Phase II: Pre-Issuance Transactional Services

1. In the event a financing objective (e.g., reduce debt service, fund capital projects, etc.) has been identified by the City, BLX will review the existing debt obligations and other credit and funding commitments and how a new financing might impact those. It will also include a preliminary forecast of the impact of any contemplated debt transaction on the City’s credit rating, its rate structure (as it applies to enterprise funds), and overall debt service coverage.

2. BLX will work with the City to select the optimal financing strategy, which provides the City with the lowest cost of capital within risk parameters acceptable to and appropriate for the City.

3. As requested by the City, BLX will present or assist with the presentation of the initial financing plan to those public bodies charged with oversight, including City Council.

Phase III: Transactional Services

1. Once an overall financing plan has been agreed upon, BLX will provide a preliminary step-by-step action plan, clearly identifying responsibilities and timeline for project completion.

2. BLX will assist in the selection and formation of a financing team, including preparing a list of services required of underwriter, trustee, verification agent (if needed), and other professionals.

3. BLX will work with the City staff, bond counsel and financing team to determine the appropriate size, structure, specific terms and conditions for the debt transaction, and recommended method of sale.

4. BLX will assist bond counsel and other financing team members with the preparation of all publicly distributed documents in connection with the financing, including the official statement (or similar document) and related disclosures.

5. BLX will assist the City in negotiating and/or making presentations to credit rating agencies and/or credit enhancers (e.g., bond insurers, credit banks, etc.).

6. Prior to the sale of debt securities, BLX will assist with and represent the City at informational meetings as part of the marketing effort.

7. If a negotiated sale process is utilized, BLX will assist the City in negotiating appropriate terms, reviewing spreads, identifying comparable transactions, analyzing market levels, and clarifying any syndicate roles with the selected underwriter. BLX will also work side-by-side with the underwriter to ensure the broadness and appropriateness of the marketing and sales effort.

8. BLX will assist the City in closing the financing, including all necessary administrative and clerical tasks and the investment of the bond proceeds. . . . .

Item 15 Page 23 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 5
Phase IV: Post - Issuance Services

1. BLX will provide the City with ongoing compliance, monitoring, and management services in the following areas:

A. Arbitrage Rebate Compliance Services – BLX will provide the City with annual and final arbitrage rebate calculations on each of the City’s outstanding tax-exempt bond issues.

B. Continuing Disclosure Services – BLX will assist the City with its required obligations under the various continuing disclosure agreements.

C. Other Compliance Services – BLX will provide the City with ongoing bond proceeds compliance services such as services related to the requirements established by California Senate Bill 1029 (“SB 1029”).

2. BLX will be available on a full-time basis to interact with ratings agencies and investors on behalf of the City along with addressing any issues that arise relating to the City’s debt issuances.
. . . .

Item 15 Page 24 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 6
C. WORK PLAN
Present concepts for conducting the work plan and interrelationship of all projects. Define the scope of each task including the depth and scope of analysis or research proposed.

As described in the previous section, BLX views this engagement as having four distinct, but very much interrelated, components or phases. All four are critical to the City’s financial success, stability, and transparency and best provided by a single firm doing so on an integrated basis.

We propose to implement the following work plan items and tasks as a supplement to the Scope of Services described earlier.

Phase I: Our approach to providing Financial Advisory services to the City begins with acting as an extension of the City’s staff. That is, we have and would continue to be available to the City on a full-time basis (and on short notice) to provide support, analysis, and advice for all City-related financial matters. By being fully immersed in the City’s financial activities, we are best positioned to provide the required services and timely and value-added advice.

To add some structure to this, we propose regularly scheduled weekly meeting (or call if preferred by City) with the Finance Director to review ongoing projects, help prepare for upcoming meetings requiring financial analysis, and generally review market conditions and opportunities for the City to improve its financial standing and/or pursue additional capital funding. We also recommend that as Financial Advisor, we review of the City’s financial standing as it relates to debt, derivative, and investments.

Working with the Finance Director, BLX will develop a template for such presentations that can be readily updated and amended on an ongoing basis.

Finally, as circumstances require, BLX’s assigned professionals will be available to the City on a full-time priority basis. That is, should the City need BLX support and advice to address pressing and sudden issues, we will make the necessary resources available to the City. We believe that the availability of our assigned professionals throughout our decade of service to the City readily demonstrates the true depth of this commitment.

Phases II and III: The services described in Phases II and III are fairly standard for financial advisory engagements as described in the previous section. Once the City is in agreement with the work plan, BLX will assist the City with the following:

1. Forming a financing team. Absent financing team members already being in place by virtue of prior RFPs or other process, BLX will assist the City with identifying and securing financing team members – utilizing a competitive process whenever possible.

2. Provide ongoing advice and recommendations to the City on how to best document important transaction decisions regarding debt structure and important legal/financial/credit issues.

3. Upon the close of any transaction, BLX will provide a summary report to the City.

This report will detail the final transaction structure, including the bond pricing effort and outcome; identify the extent to which the final transaction met the original project goals; and summarize the City’s ongoing obligations under the transaction.

BLX will present or assist in presenting these final findings to City Council. . . . .

Item 15 Page 25 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 7
Phase IV: BLX has provided the services proposed in this section to the City for several years. We do not foresee any substantial changes in the work plan for how these services are provided. However, in the spirit of creating greater transparency, we propose to provide a formal annual report detailing the City’s post-issuance compliance efforts. This summary will include the results of any arbitrage rebate calculations, a summary of any required disclosure filings, and compliance with SB 1029. This annual report will be useful in demonstrating the City’s ongoing oversight efforts to City Council, regulatory parties, and other groups.

We strongly believe that the City is best served by a single qualified firm providing the services proposed in this and the prior section on an integrated basis. . . . .

Item 15 Page 26 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 8
D. FEES AND COSTS
Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. Negotiations may or may not be conducted with the proposer; therefore, the proposal submitted should contain the proposer’s most favorable terms and conditions, since selection and award may be made without discussion with any firm. All prices should reflect “not to exceed” amounts per item. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer.

BLX does not structure its fees for advisory services based on any set formula or approach. We have provided similar services to those contemplated by the City on (i) a fixed fee basis; (ii) an hourly basis; and (iii) a percentage of transaction-size basis.

The most important factor in determining an appropriate fee structure is the City’s comfort that our fee is appropriate for the work and value provided and consistent with “the market.” Therefore, while we have proposed a fee schedule as shown below, we are amendable to negotiate alternative fee structures that may be deemed more acceptable by the City.

Our proposed fee structure is segmented in a manner consistent with our response to Section B – General Scope of Work.

Phases I & II: Ongoing General & Pre-Issuance Transactional Services As the depth and amount of the services required in this phase are difficult to approximate, we believe these services are fairly compensated by an hourly billing arrangement. Our proposed hourly fees are as follows:

Title Hourly Rate
President $600
Managing Director $550
Phase III: Transactional Services
Once the City has elected to pursue a specific financing, our fee for services in connection with such a financing would then shift to a contingent arrangement. Under such an arrangement, BLX would only be compensated upon a successful closing.

Our proposed fee for these services is as follows:

Debt Transaction: $1.00/$1,000 Bond with a cap of $250,000 and a floor of $65,000 per transaction
Derivative Transaction: The present value of .02% of the notional amount for each year the derivative is outstanding with a cap of
$250,000 and a floor of $65,000
. . . .

Item 15 Page 27 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 9
Phase IV: Post-Issuance Services
Our fees for the services described in the corresponding section of our response to Section 2 are as follows:

A. Arbitrage Rebate Compliance Services (on a per bond issue basis) Annual Report Fee (per report) $2,000
B. Continuing Disclosure Services
Electric System$12,000
Redevelopment$5,000
Water System $5,000
C. Derivative Monitoring Services
Per Outstanding Derivative (swap) $1,000
D. SB 1029 Services
Report Fee $1,000
. . . .

Item 15 Page 28 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 10
E. ABILITY OF THE PROPOSER TO PERFORM
Provide a detailed description of the proposer and his/her/its qualifications, including names, titles, detailed professional resumes and past experience in similar work efforts/products of key personnel who will be working on the assignment. Provide a list of specific related work projects that have been completed by the proposer which are directly related to the assignment described in this RFP. Note the specific individuals who completed such project(s).

Identify role and responsibility of each member of the project team. Include the amount of time key personnel will be involved in the respective portions of the assignment. Respondents are encouraged to supply relevant examples of their professional product. Provide a list of references.

The selected firm shall not subcontract any work under the RFP nor assign any work without the prior written consent of the City.

FIRM OVERVIEW
BLX Group LLC, formerly known as Bond Logistix LLC, is a Municipal Securities Rulemaking Board and Securities Exchange Commission registered independent municipal advisory firm, specializing in serving governmental issuers and nonprofit entities. Our consulting services include financial advisory, interest rate swap advisory, along with federal tax and regulatory compliance services. We work with issuers on projects, both large and small, leveraging our experience, resources, and expertise to design the role that best fits each client’s needs.

BLX was established in 1989 to undertake the mathematical, financial, and other technical aspects necessary to assist public and nonprofit agencies in complying with the arbitrage rebate regulations imposed by the Internal Revenue Service (“IRS”).

Since that time, BLX has grown to become the largest provider of such services in the country, with 32 professional consultants and 10 support staff in 4 offices nationwide, strategically located in Dallas, Los Angeles, Phoenix, and New York.

BLX has a tremendous amount of experience in providing services to all types of entities including states, counties, cities, transportation authorities, public utilities, special districts, nonprofit organizations, and more. BLX professionals assigned to its engagement with the City will have an average of more than 31 years of public finance experience. BLX is a wholly-owned subsidiary of Orrick, Herrington & Sutcliffe LLP ("Orrick"), the premier public finance law firm in the nation. Orrick has provided quality legal services to municipal issuers, underwriters, and trustees for more than 100 years and has been ranked first nationally as bond counsel for most of the last two decades (as reported in the Bond Buyer).

BLX has grown to become a full-service advisory firm, offering a range of complementary services to public sector bond issuers and nonprofit entities. The professionals in each practice area are allocated to work primarily in their practice groups. However, our practice areas are designed to complement each other by providing expertise in the sometimes difficult to fill gaps commonly encountered in municipal finance. For example, our swaps group will often assist our financial advisory practice when the proposed debt strategy includes hedging variable rate interest rate risk with a floating-to-fixed rate swap. Similarly, our rebate group might streamline a swap-related engagement by sharing documentation previously supplied by the client, saving all parties time and effort. There are numerous other circumstances where we can leverage these synergies for the benefit of our clients.

In this regard, the evolution of our firm has been driven simply by the needs and priorities of our clients. . . . .

Item 15 Page 29 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 11
While smaller firms may have the expertise in their area of focus, their lack in size and overall experience not only limits synergies, but limits their flexibility in deploying resources and, importantly, limits their ability to develop the infrastructure necessary to efficiently and reliably deliver services. By being a full-service firm with a relatively larger client and services base, BLX has been able to make investments, in technology for example, which benefit multiple practice groups firm-wide. We continually invest in technology to enhance our clients’ experience, minimize labor production costs passed on to them, and supplement our multi-tier review process with software-based quality controls: (a) BLX Digital, our team of 4 full-time engineers, partners with our 28 consultants to deliver accurate and efficiently produced reports.

They have designed several proprietary platforms to assist our clients with bond and compliance related activities. Such platforms advocate transparency and include:

BLXBid (secure investment bidding), BLXSwap (swap monitoring and GASB53/72 valuations), and internal platforms related to trust account data processing and extensive private use analyses. (b) We advocate transparency and provide complimentary access to the BLXPortal, a secure service that allows our clients to access detailed information about their rebate engagements, view rebate reports, review scheduled computations, and upload bond documents and investment records.

By demonstrating our ability to manage thousands of active engagements combined with our experiences in providing financial advisory and post-issuance compliance services, and developing web-based platforms, BLX is amply qualified to serve the City.

Since launching its advisory service practice, BLX and its professionals have advised on municipal debt offerings, escrow (re)structurings, structured investment products and derivative transactions with an aggregate par and notional amount in excess of $60 billion across all sectors of public finance, including local agencies, public utilities, higher education, healthcare, and project finance.

As you are aware, BLX served as the City’s financial advisor from 2002 through 2013 and again from 2017 through 2023. During such period, the City embarked on a number of complex financings that required the financial advisor to have a detail understanding of the City, its general fund, utility system, gas system, redevelopment plan and, most importantly an understanding of the City’s primarily industrial constituents. BLX assisted the City with achieving those objectives, even during some of the City’s most challenging periods of time such as the nation’s financial crisis in 2008 and State’s dissolution of the redevelopment agencies. BLX assisted the City with the financing of numerous assets of Light and Power and the former Redevelopment Agency, including the financing of the Malburg Generating Station, the financing and refinancing of the City’s 15 year natural gas prepay transaction, the acquisition and sale of the City’s Tehachapi wind land, the sale of the certain utility assets such as Malburg Generating Station and transmission assets, to name a few.

In 2020 BLX assisted the City with the issuance of its 2020 Light and Power and Water System financings. In 2021, BLX assisted the City with the acquisition of the Malburg Generating Station and a forward refunding of certain outstanding debt for savings.

BLX assisted the City in developing and evaluating financial forecasts for the utility, monitoring the City’s IRS compliance (including arbitrage rebate and private-use) and SEC compliance requirements (such as continuing disclosure requirements). BLX . . . .

Item 15 Page 30 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 12
also performed investment advisory/portfolio management services for the City during this time period. However effective April 1, 2016, BLX no longer offers such services.

Even during the period BLX did not serve as the City’s financial advisor, BLX has continually monitored the City’s financing activities.

BLX is also the largest and most widely experienced provider of post issuance compliance and regulatory services (i.e., arbitrage compliance services, continuing disclosure services, etc.) in the nation. We prepare about 3,400 arbitrage rebate reports annually and have in place the resources to address your current and future needs with no interruption to our procedures or strain on our consultants. . . . .

Item 15 Page 31 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 13

FINANCIAL ADVISORY TEAM
The Project Team that BLX will assign to the City consists of BLX’s most experienced and appropriately skilled professionals, including the firm’s president. All team members will be available on a full-time basis. Having provided the similar services proposed herein to public agencies across the country, including the City, these BLX professionals are widely considered to be among the nation’s leading experts in debt, tax, derivative, and secondary market disclosure matters relating to municipal bond financings.

We believe it is important to note that Mr. Underwood and Mr. Higgins have worked extensively on the City’s financing matters for over a two decades and in this time have become intimately familiar with City’s outstanding debt portfolio, the City’s current standing with the rating agencies and investors, and ongoing tax, regulatory, and compliance efforts.

Personnel Role Time Involvement
Public Finance
Experience
Jeff Higgins
Managing Director
Co-Engagement Manager
Co-Primary Contact
Strategy and Analytics
≈ 35% 31 Years
Glenn Casterline
Managing Director
Co-Engagement Manager
Co-Primary Contact
Strategy and Analytics
≈ 35% 31 Years
Craig Underwood
President
Co-Engagement Manager
Strategy ≈ 20% 34 Years
Eric Chu
Managing Director
Strategy and Analytics
Derivatives ≈ 10% 31 Years
. . . .

Item 15 Page 32 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 14
Jeff Higgins
Managing Director
LOS ANGELES T: (213) 612-2209 E: [email protected]

INDUSTRY EXPERIENCE
31 Years

TENURE AT BLX
31 Years

EDUCATION
Arizona State University
BS in Finance, 1992

FINRA LICENSES
Series 50 Municipal Advisor Rep
(2016 to Present)
Series 54 Municipal Advisor Principal
(2019 to Present)
Series 65 Investment Advisor Rep
(2001 to February 2020)

ROLE: Co-Project Manager, Client Service, Technical Strategy SERVICE EXPERTISE: Municipal Advisory, Arbitrage Rebate Compliance, Municipal Continuing Disclosure, Public Finance Compliance
SPECIFIC QUALIFICATIONS:  31 Years Public Finance Experience  Manages BLX's Municipal Continuing Disclosure practice  Served as the City’s financial advisor from 2002 to 2013 and from 2017 to 2023  Manages many of BLX's most sophisticated issuers including Energy Northwest, Piedmont Municipal Power Agency, State of South Carolina, Regents of the University of California, State of Hawaii and its agencies, and the City and County of Honolulu BIO / RELEVANT WORK EXPERIENCE: Jeff Higgins serves as Managing Director in the Los Angeles office of BLX. With 31 years of public finance experience, he currently manages many of BLX’s most sophisticated issuers, including Energy Northwest, Piedmont Municipal Power Agency, State of South Carolina, University of California, State of Hawaii and its agencies, and the City and County of Honolulu. In addition to heading up BLX’s Municipal Continuing Disclosure practice, Jeff has significant experience with financial advisory services for unique and complex transactions.

. . . .

Item 15 Page 33 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 15
Glenn Casterline
Managing Director
LOS ANGELES T: (213) 612-2229 E: [email protected]

INDUSTRY EXPERIENCE
31 Years

TENURE AT BLX
31 Years

EDUCATION
California State University, Fullerton
BA in Business Administration -
Finance, 1991

FINRA LICENSES
Series 50 Municipal Advisor Rep
(2016 to Present)
Series 54 Municipal Advisor Principal
(2019 to Present)
Series 65 Investment Advisor Rep
(2000 to February 2020)

MEMBERSHIPS

CSMFO, GFOA, CCSA, CGFOA
ROLE: Co-Project Manager, Regulatory Support, Technical Strategy SERVICE EXPERTISE: Municipal Advisory, Arbitrage Rebate Compliance, Public Finance Compliance SPECIFIC QUALIFICATIONS:  31 years of Arbitrage Regulatory Consulting and Financial Advisory experience.  Leads BLX’s Financial Advisory practice  Experienced Project Manager for many of BLX’s largest clients, including , the California Science Center, the Colburn School of the Performing Arts, Segerstrom Center for the Arts (i.e., Orange County Performing Arts Center), The Music Center (aka the Performing Arts Center of Los Angeles County), and the Commonwealth of the Northern Mariana Islands
 Volunteered to serve on the City of Placentia’s Citizens Fiscal Sustainability Task Force and Measure U Oversight Committee.

BIO / RELEVANT WORK EXPERIENCE: Glenn Casterline serves as Managing Director for BLX’s Los Angeles office. With 31 years of public finance experience, Glenn applies his expertise to BLX’s municipal advisory, interest rate swap advisory, and arbitrage rebate compliance services. He has served as financial advisor in connection with debt financings for the California Science Center, Performing Arts Center of Los Angeles County, Colburn School of the Performing Arts, Sanford Burnham Prebys Discovery Research Institute, City of Vernon, Segerstrom Center for the Arts, and the Commonwealth of the Northern Mariana Islands. During his 31 years of public finance experience, Glenn has reviewed, and reverse engineered just about every type of public finance structure: fixed rate, variable rate, variable rate swapped to fixed, fixed rate direct purchase, and variable rate direct purchase.

. . . .

Item 15 Page 34 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 16
Eric Chu
Managing Director

LOS ANGELES
T: (213) 612-2136
E: [email protected]

INDUSTRY EXPERIENCE
31 Years

TENURE AT BLX
29 Years

EDUCATION
University of California, Los Angeles
BS in Applied Mathematics
BA in Economics, 1991

FINRA LICENSES
Series 50 Municipal Advisor Rep
(2016 to Present)
Series 54 Municipal Advisor Principal
(2019 to Present)
Series 65 Investment Advisor Rep
(2000 to Feb. 2020)

ROLE: Co-Municipal Advisor, Finance Structure, Interest Rate Swap Advisor SERVICE EXPERTISE: Municipal Advisory, Derivative Advisory, Public Finance Compliance SPECIFIC QUALIFICATIONS:  31 Years Public Finance Experience  Experience includes work on hundreds of interest rate swap and structured investment transactions and providing on-going monitoring and compliance services, including for GASB and FASB accounting rules. Clients have included Ithaca College, San Francisco Airport Commission, Dignity Health, County of San Diego (CA), City of Riverside (CA), The Colburn School, Sanford Burnham Prebys Medical Discovery Institute
 Led the development of BLXSwap, a web-based swap monitoring platform, and BLXBid, a web-based market bidding platform
BIO / RELEVANT WORK EXPERIENCE: Eric Chu is a Managing Director and senior member of the BLX management team. He serves as the Business Group Leader for BLX’s Structured Products Services, which includes Derivative Advisory, Derivative Monitoring, and Municipal Advisory services. He has particular expertise in interest rate derivatives, the investment of tax-exempt bond proceeds, and arbitrage rebate compliance. Eric currently resides in BLX’s Los Angeles office. Prior to that, he was responsible for the day-to-day operations of BLX’s San Francisco and New York offices, respectively. His expertise in financial products and in structuring arbitrage compliant solutions for complex transactions has helped BLX earn a reputation for technical excellence. In addition to his practice area responsibilities, Eric is responsible for BLX’s firm-wide technology initiatives.

Eric has worked on hundreds of interest rate swap transactions in an advisory or on-going monitoring capacity. As an advisor, he has extensive experience in new transaction structuring, existing transaction workouts, ISDA document negotiation, and independent pricing of swap transactions to provide better transparency and execution levels for his clients. On an on-going basis, he assists numerous clients with swap monitoring and compliance with the rules under GASB Statements 53 and 72, and their corresponding FASB accounting rules. He led the development of BLX’s web-based swap monitoring platform, BLX SWAP™, which allows clients to access their swap portfolios to monitor key data, as well as BLX’s web-based GIC bidding platform, BLXBid™, which allows BLX clients to conduct real time sealed bid auctions for investment related products.

Eric has been a featured speaker at several industry conferences, including the Bond Buyer’s Annual Conference and in educational seminars hosted by CDIAC. He was also the lead author for BLX’s booklet, Interest Rates Swaps: Application to Tax-Exempt Financing, which was featured in its entirety in The Handbook of Municipal Finance by Sylvan G. Feldstein, and Frank J. Fabozzi. . . . .

Item 15 Page 35 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 17
Craig Underwood
President
LOS ANGELES T: (213) 612-2463 E: [email protected]

INDUSTRY EXPERIENCE
34 Years

TENURE AT BLX
34 Years

EDUCATION
Princeton University
BA in Politics, 1986

FINRA LICENSES
Series 50 Municipal Advisor Rep
(2017 to Present)
Series 63 Investment Advisor Rep
(1993 to Feb. 2020)
Series 65 Investment Advisor Rep
(2000 to Feb. 2020)

MEMBERSHIPS
CCSA

ROLE: Co-Municipal Advisor, Strategic Planning, Financing Structure SERVICE EXPERTISE: Municipal Advisory, Public Finance Compliance SPECIFIC QUALIFICATIONS:  34 Years Public Finance and related Experience  Heads BLX’s advisory service practice, overseeing the firm’s debt, derivative, and capital market practices
 Experience includes financial/derivative/investment advisory services for governmental, nonprofit, and corporate entities; designing and implementing various compliance and administration engagements for tax compliance, municipal disclosure, tobacco securitizations and student housing management  Served on the City’s financial advisor team since 2002 BIO / RELEVANT WORK EXPERIENCE: Craig Underwood serves as the President and Chief Executive Officer of BLX and chairs BLX’s management committee. In these capacities, Craig is responsible for the overall management of and strategic planning at BLX.

Craig joined BLX’s predecessor organization, the Financial Services Group (FSG) of Orrick, Herrington & Sutcliffe in 1989. From 1989 through 1993, he was FSG’s senior quantitative analyst, responsible for managing FSG’s analyst staff and the production of all technical analytics.

Craig assumed chief executive responsibility for FSG in 1998. Since 1998, he has continued to head FSG/BLX’s expansion, highlighted by the acquisitions of Funds Services Advisors, a California based investment advisory firm and Dain Rauscher’s arbitrage practice and the openings of offices in Dallas, and Phoenix. Under Craig’s leadership, BLX expanded its scope of services to include investment, debt and derivative advisory services, continuing disclosure services, and program administrative services for complex securitizations. In addition to his chief executive responsibilities, Craig is the head of BLX’s advisory services practice, overseeing the firm’s debt, derivative and capital market practices.

Craig is a frequent lecturer on debt, investment and arbitrage-related matters, having addressed various industry organizations on such matters on dozens of occasions. Craig is a co-author of the California Debt and Investment Advisory Commission’s Debt Issuance Primer. . . . .

Item 15 Page 36 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 18

PHILOSOPHY AND OBJECTIVE
As an independent and unbiased advisor, BLX's primary objective is to advocate for and educate our clients to structure their financings to achieve the lowest cost of capital at the terms best suited to their debt policies and strategic objectives. Our philosophy is to ensure all financing options are identified and reviewed for the borrower. Whenever possible, BLX aims to develop an ongoing relationship with its clients rather than a transaction-based relationship. Our market knowledge and expertise provide us with the ability to negotiate the most attractive fees and terms with financing participants on behalf of our clients.

BLX's hands on expertise in the municipal bond trading and underwriting arena provides an insider knowledge base to advocate for the City and bring transparency to the pricing process. Our objective is to guide the City in balancing financing priorities with the current market and investor demand. BLX monitors the municipal market on a daily basis and can share market data on comparable transactions that will empower the City in selection of bond or note sale dates and bond pricing decisions. BLX has access to all the major market information sources such as Bloomberg, Thomson Reuters, Municipal Market Data (MMD), and EMMA to help the City make real time decisions that may impact the City's negotiated and competitive sales. BLX works closely with the underwriter to make sure decisions are made in best interest of the City and will provide an independent 3rd party fair market certification for negotiated sales.

BLX is an industry leader in tax compliance and related on-going post-issuance maintenance of tax-exempt financings and all of our practice areas complement one another by providing our clients with value added cross discipline expertise that has proven valuable, in particular with respect to the analyzing the impact of swap transactions on arbitrage rebate and related tax analyses. Throughout our 34 year history, our mission has been to exclusively serve, and act on behalf of, our governmental and not-for-profit entity clients in areas where BLX can leverage its combination of extensive infrastructure, depth of resources, and professional expertise to provide best in class services.

ANALYTICAL CAPABILITIES
The senior members of our proposed team, Mr. Higgins, Mr. Casterline, and Mr. Chu, head up our technical modeling and quantitative analysis for BLX’s debt advisory and derivative advisory services. They are assisted by additional consultants who work under their supervision to perform projects for our clients. Many of the projects require customized models to accommodate the specific idiosyncrasies of our clients' debt, investment and derivative strategies. Mr. Chu developed both of BLX's propriety applications for structured investment product bidding (BLXBid.com) and online swap monitoring and valuations (BLXSwap.com).

BLX utilizes MUNEX to size and structure bond issues, perform refunding calculations, analyze the cost effectiveness of credit enhancement, confirm and validate the true interest costs on competitive bids and to provide transaction schedules to our clients.

In addition to MUNEX, BLX routinely develops customized financial models to address the specific information and financing strategy needs of its clients. Given BLX's . . . .

Item 15 Page 37 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 19
technical expertise in complex transactions, our staff is uniquely oriented toward creating specialized financial models for our clients.

BLX possesses particular expertise and experience in complex transaction modeling and investment product pricing. BLX utilizes a myriad of industry leading quantitative tools and market sources that help provide our clients superior pricing transparency.

Our purpose-built modeling software programs, and in-house developed Excel models allow us the flexibility to price and execute even the most complex transactions.

REFERENCES
Company California Science Center Foundation
Contact Genevieve Dunaway, Chief Financial Officer
Addresses 700 Exposition Park Drive, Los Angeles, CA 90037 Email [email protected]
Telephone (213) 744-7487

Company Performing Arts Center of Los Angeles County
Contact William Taylor, Senior Vice President Chief Financial Officer Addresses 135 North Grand Avenue, Los Angeles, CA 90012 Email [email protected]
Telephone (213) 972-7512

Company The Colburn School of Performing Arts
Contact Maeesha Merchant, Chief Financial Officer
Addresses 200 S. Grand Avenue, Los Angeles, CA 90012
Email [email protected]
Telephone (213) 621-1015

SUBCONTRACTOR
BLX will not be subcontracting any of the proposed Financial Advisory work. . . . .

Item 15 Page 38 of 46
P
age10of28
Jeff Higgins
Managing Director
BLX Group LLC
Managing Director
11/8/2023
. . . .

Item 15 Page 39 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group |
APPENDIX 1
. . . .

Item 15 Page 40 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 1
APPENDIX 1: CONFLICT DISCLAIMERS AND DISCLOSURES
General
The City is aware that BLX is a subsidiary of Orrick, Herrington & Sutcliffe LLP (“Orrick”).

BLX and/or Orrick may have client relationships with other parties involved in some manner with the City or the proposed financing transaction (for example, underwriters, purchasers, counterparties, trustees, rating agencies, insurers, credit providers, lenders, contractors, developers, advisors, investment advisors/providers/brokers, public entities and others) whether with respect to the City or some unrelated matter(s). Those participants are and will not be clients of BLX with respect to the financing transactions that are the subject of this engagement.

However, to the extent that, because of any other relationship between Orrick or BLX and other participants, there may appear to be or is any conflict of interest, actual or potential, with respect to the City’s engagement of BLX, absent notification by the City to the contrary, the City is hereby deemed to waive any such conflict and consents to any such other relationship. BLX will notify the City of any potential conflicts.

BLX has taken the following steps to identify and address potential conflicts of interest that may impact its ability to fulfill its duties to the City under this engagement.  BLX will not participate in the City’s process in selecting legal counsel in connection with any financings.
 BLX has provided “historical continuing disclosure compliance” services for underwriters in connection with the underwriters’ obligation to review an issuer’s S.E.C. Rule 15c2-12 compliance over the past five (5) years. Such service entails reviewing continuing disclosure filings made by the issuers. Such reports are factual representations of an issuer’s compliance. BLX will inform the City of any underwriters that have retained BLX for these services prior to any selection of an underwriter for the proposed transaction.  Potential financing structures may include Wells Fargo or U.S. Bank Trust serving as underwriter or as purchaser of the obligations via a direct purchase. BLX is currently engaged by Wells Fargo and U.S. Bank Trust to perform arbitrage rebate compliance services in connection with outstanding obligations issued by certain public or not-forprofit agencies that engaged the banks to serve as trustee. BLX’s scope of services relating to its engagement with Wells Fargo and U.S. Bank Trust is independent of the services described herein and will not conflict with BLX’s engagement with the City.

Fee Disclosures: Most forms of compensation for financial advisors have some sort of potential conflict of interest inherent in the payment arrangement. Under a contingent fee form of compensation, payment of an advisor’s fee is dependent upon the successful completion of a financing or other transaction. Although this form of compensation may be customary for the client, it presents a conflict because the advisor may have an incentive to push to complete a financing or potential financing under terms that might be disadvantageous to the client. For example, when facts or circumstances arise that could cause the financing or other transaction to be delayed or fail to close, an advisor may have an incentive to discourage a full consideration of such facts and circumstances, or to discourage consideration of alternatives that may result in the cancellation of the financing or other transaction. Under an hourly fee form of compensation, the advisor is paid an amount equal to the number of hours worked by the advisor times an agreed-upon hourly billing rate. This form of compensation presents a potential conflict of interest if the client . . . .

Item 15 Page 41 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 2
and the advisor do not agree on a reasonable maximum amount at the outset of the engagement, because the advisor does not have a financial incentive to recommend alternatives that would result in fewer hours worked. In some cases, an hourly fee may be applied against a retainer (e.g., a retainer payable monthly), in which case it is payable whether or not a financing closes. Alternatively, it may be contingent upon the successful completion of a financing, in which case there may be additional conflicts of interest, as described above.

The fee(s) paid to BLX as part of the cost of issuance would increase the borrowing cost of any transaction issued by the City. The increased cost occurs from compensating BLX for the financial advisory services provided.

Other Municipal Advisor Relationships
BLX serves a wide variety of other clients that may from time to time have interests that could have a direct or indirect impact on the interests of another BLX client. For example, BLX serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to City. These other clients may, from time to time and depending on the specific circumstances, have competing interests.

In acting in the interests of its various clients, BLX could potentially face a conflict of interest arising from these competing client interests. BLX fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with City.

If BLX becomes aware of any additional potential or actual conflict of interest after this disclosure, BLX will disclose the detailed information in writing to the City in a timely manner.

Legal or Disciplinary Events
BLX does not have any legal events or disciplinary history on BLX’s Form MA and Form MAI, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The City may electronically access BLX’s most recent Form MA and each most recent Form MA-I filed with the Commission at the following website using CIK 0001610628 in the fast search field: www.sec.gov/edgar/searchedgar/companysearch.html.

There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC. If any material legal or regulatory action is brought against BLX, BLX will provide complete disclosure to the City in detail allowing the City to evaluate BLX, its management and personnel.

Municipal Securities Rulemaking Board Rule G-10 Disclosure Pursuant to Municipal Securities Rulemaking Board Rule G-10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients which include the following:  BLX is currently registered as a Municipal Advisor with the U.S. Securities and Exchange Commission and the Municipal Securities Rulemaking Board.

Within the Municipal Securities Rulemaking Board (“MSRB”) website at www.msrb.org, the City may obtain the Municipal Advisory client brochure that is posted on the MSRB website.

The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities. . . . .

Item 15 Page 42 of 46

Page 16 of 17 ends

EXHIBIT B

SCHEDULE
. . . .

Item 15 Page 43 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 8
D. FEES AND COSTS
Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. Negotiations may or may not be conducted with the proposer; therefore, the proposal submitted should contain the proposer’s most favorable terms and conditions, since selection and award may be made without discussion with any firm. All prices should reflect “not to exceed” amounts per item. Proposer must offer services at a rate comparable to the rate proposer offers to other governmental entities for similar work. Offering a higher rate to the City than the comparable rate is grounds for disqualification of the Proposer.

Our proposed fee structure is segmented in a manner consistent with our response to Section B – General Scope of Work.

Our proposed fee for these services is as follows:

Item 15 Page 44 of 46
City of Vernon
Proposal to Provide Financial Advisory Services
BLX Group | 9
Phase IV: Post-Issuance Services
Our fees for the services described in the corresponding section of our response to Section 2 are as follows:

Item 15 Page 45 of 46

Page 17 of 17 ends

EXHIBIT C

EQUAL EMPLOYMENT OPPORTUNITY

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

Item 15 Page 46 of 46

Vernon City CouncilDecember 5, 2023

Vernon City Council
December 5, 2023