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Agenda Packet - June 22, 2009 - UB
fA I - AWSr1 d' -p LIGHT R'A'ATIR AGENDA i, REGULAR MEETING OF AZUSA UTILITY BOARD/AZUSA CITY COUNCIL i r AZUSA LIGHT &WATER JUNE 22, 2009 1729 N. AZUSA AVENUE 6:30 P.M. AZUSA, CA 91702 I' AZUSA UTILITY BOARD } URIEL E. MACIAS CHAIRPERSON ROBERT GONZALES JOSEPH R. ROCHA VICE CHAIRPERSON BOARD MEMBER KEITH HANKS ANGEL CARRILLO BOARD MEMBER BOARD MEMBER f� 6:30 P.M. Convene to Regular Meeting of the Azusa Utility Board and Azusa City Council • Call to Order • :Pledge to the Flag • :Roll Call A. PUBLIC PARTICIPATION I ' u (Person/Group shall be allowed to speak without interruption up to five(5) minutes maximum time, subject to compliance with applicable meeting rules. Questions to the speaker or responses to the speaker's questions or comments shall be handled after the speaker has completed his/her comments. .Public Participation will be limited to sixty (60) minutes time.) i I l 001 f I i i B. CONSENT CALENDAR The Consent Calendar adopting the printed recommended action will be enacted with one vote. If Staff or Councilmernbers wish to address any item on the Consent Calendar individually, it will be considered under SPECL4L CALL ITEMS. I. Minutes. Recommendation: Approve minutes of special meeting on May 26, 2009 as written. �I UBMin-5-26-09.pdf I 2. Approval of Contract with PMR Progressive, LLC for Collection Agency Services. Recommendation: Approve awarding of a five-year contract to PMR Progressive, LLC for collection services of unpaid utility bills. Collection Agency Collection Agency ! Rpt.pdf Agrrt.pdf i 3. Approval of License Agreement with Covina Irrigating Company. Recommendation: Approve the l license agreement with Covina Irrigating Company to use accepted public streets for its water line and . authorize tthye City Manager -yto execute on behalf of the City. lill ORR CIC report re Lic CIC Lic Agrmt.pdf CIC tic Agr t Ex CIC Quit Clair s.pdf Agnt.pdf A.pdf 4. Approval of Contract for Water Project WV-263. Recommendation: Approve the awarding of contract to J. Fletcher Creamer & Sons, Incorporated for Water Project WV-263, Water Main Cement Mortar Relining in the cities of Azusa, Covina, West Covina, Irwindale, and the County of Los Angeles, in amount of$1,198,103.50. Pipeline Relining _ Project.pdf 5. Approval of Account Holder Registration Agreement with Western Renewable Energy Generation Information (WREGIS). Recommendation: Approve Account Holder Registration Agreement with WRI3GIS for the purpose of tracking generation of City's renewable resources and authorize the Mayor to execute the agreement. U 1� WREGIS Rpt.pdf WREGIS Agn t.pdf i 002 2 nn 6. Approval of Resolution to Challenge Seizure of Street Maintenance Fund by State Government Recommendation: Approve the following resolution: A RESOLUTION AUTHORIZINGTHE CITY,ATTORNEY TO COOPERATE WITH THE LEAGUE OF CALIFORNIA 41TIES, OTHER CITIES AND COUNTIES IN LITIGATION CHALLENGING THE CONSTITUTIONALITY OF ANY SEIZURE BY STATE GOVERNMENT OF THE CITY'S k STREET MAINTENANCE FUND _ ff Rpt Gas Tax.W Reso Gas Tax.pdf I� 7. Authorization to Submit Federal Grant Application for "Smart Grid" Funding Opportunity. ` Recommendation: Authorize Azusa Light & Water staff to (1) prepare, apply and submit a grant application to the Department of Energy, either as a separate entity or in collaboration with others, in an I amount not-to-exceed a matching fund contribution of $1 million for the modernization of electric distribution system; and (2) solicit informal proposals for grant application consulting services and I� authorize City Manager to execute Professional Services Agreement subject to review by City Attorney. lid 11 Snert Grid Grant.pdf SrrertGridPres.pdf �8. Approval of Legislative Positions. Recommendation: Adopt the legislative positions included in this :report and authorize the Mayor to sign letters addressed to legislators to advocate the adopted positions. i legislative.pdf C. SCHEDULED ITEM C� 1. _Approval of Resolution to Modify the Light&Water Rules and Regulations to Resolve Omissions. Inconsistencies with Business Practices, and Allow Lifeline Discount and Third-Party Notification i to Apply to All Eligible Customers. Recommendation: Approve the following resolution: f A RESOLUTION OF THE AZUSA UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA, AMENDING THE AZUSA LIGHT &WATER RULES AND REGULATIONS GOVERNING THE ELECTRIC AND WATER SERVICE SUPPLIED BY AZUSA LIGHT &WATER M711 Rules Arrendment.pdf k I 1 i 00 s 3 I 'D. STAFF REPORTS/COMMUNICATIONS i 11. Possible Relocation of Azusa Light &Water Payment Drop .ox(Verbal) V I2. E-Billing Practices of Azusa Light & Water(Verbal) r3. Main San Gabriel Basin Watermaster Drought Declaration/ I Wtrnster Drought Watemaster.pdf Der-pdf 4. ;Monthly Update on Water Filtration Plant J Ip 4,y Moly Rpt WFP.pdf If Replacement Water Cost Adjustment Factor(RWCAF) for FY 2009-2010 f Rpt RWCAF.pdf I 6. Third Quarter San Juan Fuel Cost.Adjustment(FCA) Update V Rpt San Juan FCA.pdf . Deferral of San Juan Forced Outage Insurance Policy ✓ i} O utage vr� v Outage Irts.pdf r �p � IE. ])IRECTOR'S COMMENTS tq f I 4 004 I i i p i 1 iF. ADJOURNMENT I I1. Adjournment. I "In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a city meeting,please contact the City Clerk at 626-812-5229. Notification three (3) working days prior to the (meeting or time when special services are needed will assist staff in assuring that reasonable arrangements can be,made to provide access to the meeting." f i"In -compliance with Government Code Section 54957.5, agenda materials are available for inspection by members of the public at the following locations: Azusa City Clerk's Office - 213 E. Foothill Boulevard, !Azusa City Library- 729 N.Dalton Avenue, and Azusa Light& Water-729 N. Azusa Avenue,Azusa CA." Ik i I. j 1 i 5 5 I F Light and Water Budget City Manager Budget Reductions from Original Proposed Program Account Description Reduction Amount Customer Service Salaries and Benefits 140,705 Tuition Reimbursement 8,500 Training Schools 3,000 Dues and Subscriptions 1,000 Meetings and Conferences 6,100 Messenger Service 1,000 Small Equipment 4,000 Office Furniture and Equipment 2,100 ' Maint & Repair Equipment 8,100 174,505 Water Utility Program Consultants 200,000 Office Supplies 1,000 Small Equipment 103,000 Office Furniture and Equipment 30,000 Maint. & Repairs Bldgs. 41,500 Maint. & Repairs Equipment 18,500 Vactor Truck Replacenment 384,125 778,125 Electric Utility Overtime Pay-Premium 5,000 Training Schools 13,000 18;000 Total CM Reductions 970,630 F A � Z U S A milCHAMBER OF COMMERCE Mayor & City Council Presentation Budget Proposal for 2009-2010 Presented by: Irene C. Villapania - Chief Executive Officer fi Anthony Glassman - Chairman of the Board i City of Azusa Utility Board Meeting Monday - June 22, 2009 CONFIDENTIAL i Board of Directors r A 2008-2009 z U S A Executive Committee CHAMBER OF COMMERCE Chair)an of the Board Anthony Glassman June 22, 2009 Caflfoi-Wa Amforge Corp. 1st Vil eChairman Dear Mayor Joseph Rocha GinnylDadaian Mayor Pro-Tem Uriel Macias Azusa Pacific University Councilman Keith Hanks 2nd Vrlcc Chairman Councilman Angel Carrillo Kathy Miter Councilman Robert Gonzales Cynthia Cervmues-McGuire Azusa Unified School District I The following information and attachments pertain to our presentation today. The Treasd,er Azusa Chamber would like to provide you with the information as to how we deter- Jayne Foote Veolia Environmental Services mined the City Contract funds to the Chamber would benefit the Economics of the City of Azusa. City Representarive Pau/Reid Azusa light& Water The following Exhibits will be reviewed: Past Pl`sideral Exhibit A Amendment to Agreement regarding Chamber of Commerce and Mercedes Castro Qualih�Printing Pro/orPages-1-3 Support between the City of Azusa and the Chamber of Commerce. i a . Chief Executive Officer Exhibit B 2009-2010 Chamber Budget -Draft Irene Qt Villapania Pages 1-3 : Board Of Directors Exhibit C 2008-2009 Final Budget Pages 1-2 Dan Bacani Century 21 Commercial- Exhibit D Budget Revisions from Annual Budget 2008-2009 YourReIalryAdvisors Pages 1-2 Ria Berl bow Azusa Adult School Exhibit E June 1,2009 Revenue&Expense Worksheet created by Financial I� Pages 1-3 Committee Sieve Castro Eagle Photography Exhibit F 2009-2010 Chart of Events&Organizational Chart Bob Cniz So. Cal.IGas Company Exhibit G Chamber Accomplishments Pages 1-2 Angela Driscoll Vulcan,ilate,ials Company, This presentation will demonstrate the budget cuts ts and actions the Chamber has taken in order to reduce the budget based on actual expenses and income from 2008-2009 that Stewar(Flelcher have been carried through to 2009-2010. We have reduced our overall incoming budget Reichhold,Inc by 9°/n at this time . Lona HiI t - Cmryo» 'City BBQ On behalf of the Azusa Chamber of Commerce we appreciate your consideration of our Rachel�eybo request and the opportunity to make this presentation to you today. Allstate Insurance Rona Lululc Sincerely, Jan's Towing Co., rue 1 �,^ Mary McKenrick QntFdOn*ga66"tan ,7Kene en1d . Vapama Athens Services Anthony Glassman Irene C. Villapania Chairman of the Board Chief Executive Officer M'chel Northrop Azusa CdInunurity(Jews I 240 West Foothill Boulevard ♦Azusa, CA 91702 ♦ Phone: 626-334-1507 ♦Fax: 626-334-5217 www.azusachaiiiber.org EXHIBIT A-1 FIRST AMENDMENT TO AGREEMENT REGARDING CHAMBER OF COMMERCE FUNDING AND SUPPORT BETWEEN THE CITY OF AZUSA AND THE AZUSA CHAMBER OF COMMERCE i ARTICLE 1. PARTIES AND DATE This First Amendment to the Agreement Regarding Chamber of Commerce Funding and Support ("Amendment") dated and effective as of the I" day of July 2008, is entered into by and between the City of Azusa(`City") and the Azusa Chamber of Commerce ("Chamber"). ARTICLE 2. RECITALS 2.1 Whereas, the City Council approved the Agreement Regarding Chamber of Commerce Funding and Support (`Agreement") on September 4, 2007; and 2.2. Whereas the City entered into that certain Agreement dated July 1, 2007, with the j Chamber; and i 2.3 Whereas, the term of the Agreement was in effect from July 1, 2007 to June 30, 2008; and i 2.4 Whereas, the Chamber has satisfactorily performed all duties and obligations j required by the Agreement; and j 2.5 Whereas, City and Chamber now desire to amend the Agreement to extend the term of the agreement by one additional year, to June 30, 2009; revise Section C. Consideration to $88,200 for FY 2008/09; and revise and restate Section E. Self-Sufficiency of the Chamber. ARTICLE 3. TERMS 3.1 Section C of the Agreement is hereby deleted in its entirety and replaced with a new Section C to read as follows: "C. Consideration In consideration of the valuable services performed by the Chamber for City, as set forth above in Section A hereof, City hereby agrees to pay Chamber, during the term of this Agreement, the sum of($88,200.00) eighty-eight thousand two hundred dollars. This represents a 10% decrease in the City's contribution from FY 2007/08. The City shall make payment, to the Chamber in twelve monthly installments of$7,350.00. The Chamber agrees not to fund The Azusan or any other Chamber newsletters or publications with any compensation provided by the City." i 1 EXHIBIT A-2 t �i 3.2 Section E of the Agreement is hereby deleted in its entirety and replaced with a Cnew Section E to read as follows: "E. Self-Sufficiency of the Chamber f The Chamber will develop a strategy and plan which will enable it to become financially self sufficient within five (5) years from the ending term of this Agreement. The City proposes this self-sufficiency plan as a plan only and, to facilitate this, the Chamber will be subject to contribution reduction benchmarks. In 2009/10, the City's contribution will be decreased 20%, to $70,560. In 2010/11, the City's contribution will be decreased 40%, to $52,920. In 2011/12, the City's contribution will be decreased 60%, to $35,280. In 2012/13, the City's contribution will be decreased 80% to $17,640. And in 2013/14, the Chamber will have achieved self-sufficiency. However, this is not a guarantee of future funding. A report and action plan will be presented to the Azusa City Manager during the term of this Agreement detailing how this goal will be achieved." 3.3 Section J of the Agreement is hereby deleted in its entirety and replaced with a new Section J to read as follows: "J. Term This Agreement shall be effective for a twelve (12) month period commencing July 1, 2008 and ending June 30, 2009." [SIGNATURES ON FOLLOWING PAGE] i I I i I i i 2 I i EXHIBIT A-3 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. CITY OF AZUSA AZUSA CHAMBER OF COMMERCE F.M. Delach -' nthony Glassman, Chairman of the City Manager Board of Directors for the Azusa Chamber of Commerce ATTEST: c = �zele� Vera Mendoza City Clerk ! i APPROVED AS TO FORM: Best, Best & Krieger, LLP City Attorney 3 2009-2010 Azusa Chamber Budget EXHIBIT B-1 created 6/3/2009 by Finance Committee.icv Acco+ nt_:N:um ber REVENUE 2009-2.0010 Budget 4010 City of Azusa $88,200.00 4015 Kids Come First Golf $500.00 4460 2nd Annual Raffle $15,000.00 4470/4471 Texas Hold em Casino Night $4,000.00 4020 NewsletterlAdvertisements $2,500.00 ??? City Map/Advertise(new) $10,000.00 4025 1Directory Ads $0.00 4030 Dues-Active $25,000.00 4035 Dues-New $10,000.00 4037 Processing Fees $600.00 4040 Misc Income $5,000.00 4045 Board Lunches&Shirts $2,400.00 4050 Interest Income $1,000.00 4060 E-mail blastsMembership Li $300.00 4070 State of the City $49500.00 4091 Promotional Items/INACTIVE . 0 4300 Installation Dinner $5,000.00 4410 President's Club $25,000.00 �? Azusa Rocks(new) $2,000.00 4420 Job Shadow $3,0 O.O7f 4430 Taste of the Town 27,0 0.00 Collette Vacation 2,0 0:00 - 4450 Website &E-mail Ads $0.00 4590 Mix SIN or Ing B�reakkfas $4,000.00 ?? usin s_ ( ow p $6,000.00 4600 ' elco a PAcke /INACTIVE Q evenues ULTQ0jj F -` wr _ f ACCOl1NT# EXPENSES 2009-2010 BUDGET 6010 Salaries $100,000.00- 6012 Outside ServicerrempsllNAO 0 6020 Payroll Taxes $10,000.06 6025 Retirement $1,500.00 6030 Workers Compensation $3,000.00 6040 Health Insurance $10,000.00 6120 Auto Expense $3,000.00 6130 Professional Dev&Staff Tra $2,500.00 6140 Travel V $1,000.00 $1,000.00 6210 Depreciation-Building $3,300:00 6220 Landscaping _ $600.00 6225 Landscape Improvement $0.00 6230 Depreciation-Other $1,620.00• 6240 Property Taxes $2,600.00 j 6250 SecuritylAlarm System $700.00 Draft approved at Exec Board June 2009 EXHIBIT B-2 . 2009 -2010 Azusa Chamber Budget created 6/3/2009 by Finance Committee.icv 6270 RepairlMaintenance-Bldg. $2,000.00 6280 Utilities $1,800.00 $143,620.00 Office Expenses 6310 Office Supplies $6,000.00 6320 Office Expenses $3,000.00 6330 Office/Maintenance $500.00 6332 Office Improvement(carpet, $1,000.00 6335 Equipment Lease(Cannon) $6,100.00 6340 Pitney-Bowes Equipment $900.00 6345 Inactive $0.00 6347 Tech Equip 8 Software 8 Wo: $5,000.00 6350 Postage $2,000.00 6360 Printing(Letterhead,env,ca $1,500.00 6370 Cell Phone $1,500.00 6380 Telephone $4,500.00 6430 Board Lunches 8 Shirts $2,400.00 6435 Misc Expense $5,000 At Fees 6510 Accounting 8 Professional $2,7 0.00 i 6520 Bank Charges $1,2 0.00 6530 Payroll Services2,000:00 40 6550 Public RelationslVACE $1,200.00 p (n'S � r u hce o 66 0 ynsuran a Liiabig ylBuilding $2,800.00 663 In urance-Directors&Office $2,000.00 Continuing Projects 6710 Ambassadors $980.00 i 671 5Installation Dinner $4,500.00 67201 AwardslBadgeslCertificatesl $500.00 i 6730 Miscellaneous $2,000.00 6735 Newsletter Azusan $3,100.00 ?? City Map(new) $5,000.00 6741 Directory Expense $0.00 6742Directory Commission $0.00 6765�--Kids Come First Golf $500.00 6775 Mixers/Networking Breakfas $2,000.00 6830 Annual Raffle _$7,200.00 6835 ,lob Shadow $3,500.00 ?? Business Expo(new) $3,000.00 6840'Business SeminarslWorksh( $2,000.00 6851 Annual Dues SubscriplWACI $800.00 6868 State of the City $2,500.00 Draft approved at Exec Board June 2009 ,.I 2009-2010 Azusa Chamber Budget EXHIBIT B-3 created 6/3/2009 by Finance Committee.icv 6870 ITaste of the Town $8,000.00 6875 Texas Hold Em Casino Nigh $2,000.00 6880 Web Page Development 8 E $0.00 6895 New Member Packets $500.00 otal Expense.. $243,000.00I rt Tj i I I i i I I i Draft approved at Exec Board June 2009 EXHIBIT C-1 2008-2009 -Chairman Anthony Glassman Azusa Chamber Budget Account Number REVENUE 2008-2009 Budget 4010 City of Azusa $88,200.00 4015 Kids Come First Golf $500.00 4460 2nd Annual$Raffle $15,000.00 4470 Fundraiser to be determine $5,000.00 4020 NewsletterlAdvertisements $4,000.00 4025 Directory Ads $20,000.00 4030 Dues-Active $25,000.00 i 4035 Dues-New $10,000.00 4037 Processing Fees $2,000.00 4040 Misc Income 83,000.00 4045 Board Lunches&Shirts $2,400.00 ? 4050 Interest Income $3,100.00 4060 Membership ListslDirectoryl $1,000.0.0 4070 State of the City 4,00 .00 ` 4091 Promotional Items/INACTIVE 0 4300 Installation Dinner $5, 00.`00 4410 President's Club '_ , 00.00 4420 Job Shado A $3,000.00 4430 Taste of the To $35,000.00 4450'W--�bsi--te -��;E alls $3,500.00 4590 MixeislNefworking Breakfas $4,000.00 600 elcome Packets1INACTIVE1 0 otal ReVenures 7258,700.00 ACCOUNT# EXPENSES 2008-2009 BUDGET 6010 Salaries $105,000.00 �- 6012 Outside Service/Temps/INA( 0 6020 Payroll Taxes $10,500.00 6025 Retirement $1,500.00 6030 Workers Compensation $2,000.00 6040 Health Insurance $8,100.00 6120 Auto Expense $3,000.00 6130 Professional Dev&Staff Tra $4,000.00 6140 Travel $2,000.00 6210 Depreciation-Building $3,300.00 6220 Landscaping $1,200.00 6225 Landscape Improvement $3,000.00 6230 Depreciation-Other $1,620.00 6240 Property Taxes $2,070.00 6250 Security/Alarm System $800.00 6270 Repair/Maintenance-Bldg. $3,000.00 6280 Utilities $2,200.00 i For approval at July BOD- icv 2/2/2008 I EXHIBIT C-2 2008-2009 - Chairman Anthony Glassman Azusa Chamber Budget Office Expenses 6310 Office Supplies $5,500.00 6320 Office Expenses $3,000.00 6330 Office/Maintenance $1,200.00 6332 Office Improvement(carpet, $2,000.00 6335 Equipment Lease(Cannon) $3,000.00 6340 Pitney-Bowes Equipment $900.00 6345 Tech&Web Equipment Con $2,400.00 6347 Tech Equip&Software&W $2,500.60 6350 Postage $3,500.00 6360 Printing(Letterhead,env,ca $3,500.00 6370 Cell Phone $1,500.00 ` 6380 Telephone $4,500.00 O 6430 Board Lunches 8 Shirts $2,700.60 6435IMisc Expense $2,000 Fees 6510 Accounting&Professional $4,000. 0 6520 Bank Charges 800.00 6530 payroll Services $1,600.00 6550 publitionE $1,000.00 Insurance 620,nsurance Liabilit /Buildin y g $2,500.00 Ldlillill 6630 Insurance-Directors&Office $2,500.00 Continuing Projects _j_ 6710 Ambassadors $1,500.00 6715 Installation Dinner $4,000.00 6720 Awards/BadgestCertificatesl $1,200.00 __6730-Misc ellaneous $2,000.00 6735 Newsletter _ $7,000.00 6741 -Directory Expense $8,000.00 6742iDirectory Commission $2,000.00 6765 Kids Come First Golf $500.00 6775 Mixers/Networking Breakfas $2,000.00 6830 Annual Raffle $7,200.00 6835 Job Shadow $3,500.00 6840 Business SeminarsfWorksh $2,000.06 6851 Annual Dues SubscriplWAC $2,000.00 6868 State of the City $3,000.00 6870 Taste of the Town $6,000.00 6880 Web Page Development 8 E $1,000.00 6895 New Member Packets $1,500.00 FW- es $25..,,290.00 For approval at July BOD- icv 2/2/2008 I� EXHIBIT D-1 EAZUSA J CHAAI I IR Of COMMIRCF I Budget Revisions from the Annual Budget July 1, 2008-June 30, 2009 The Chamber has taken several various steps to reduce costs over the past year. The following items listed have been implemented throughout the fiscal year: Create a Finance Committee within the Chamber to closely monitor the budget; For the month of June 2009—the Hourly staff reduced their work week by 16 hours per week; Eliminated CEO reimbursement on Professional Development Expense,Automobile and Membership commissions for 2 months; Training and Travel for the entire year had been postponed (WACE Conference& SCACEE Conferences); Purchased/Leased a new Konica Minolta Color Copier to print in house reducing the outsourcing in all printing needs, including saving on ink and newsletter. Brought the printing and design of our Azusan Newsletter in house for printing saving approximately$2,000.00 per issue; Reduced the purchase of office supplies; Postponed all office and landscape improvements for the entire year; Instituted brown bag lunches for Ambassador, Executive Board and regular meetings; Working with Chamber Members to, sponsor large printing projects, electrical and computer service calls; Transferred credit card processing to QuickBooks for a reduced processing and service fee; Created and Income and Expense Report process on Chamber events to closely monitor the costs and expenditures; We have a "3 bid policy on any and all contracts for services'; Chamber to receive before selecting a company and first choice is always highly considered a priority for chamber members; Networking Breakfasts to be held Bi-Monthly; 1 EXHIBIT D-2 ff1 Board Members are billed each year for their 12 Board Lunches. Chamber.does not pick up the costs, this is standard; "Azusa Chamber Rock Club" established for small businesses that cannot fit the President's Club into their budget. This opportunity has some of the benefits as in sponsoring the chamber and II getting the recognition they deserve; ff i I, Developed additional fundraisers including, Texas Hold em` and Chamber Dinner Fundraiser to increase revenue; The Chamber is in progress of creating a "City Map" of Azusa in order to raise additional revenue for the chamber; E Chamber with the support of Azusa Light and Water had an Efficiency Makeover to reduce utility costs—light and water savings and Purchased a new Postage Meter to save on postage costs. I i Rev: 6/19/2009 icv I t I i I i i i I I I I June 12009 Revenue Expense Worksheet created June 1, 2009 icv-revised June 12, 2009 Accou_ t ® � Number REVENUE Income to Date 2008720 Projected income Net Difference GbmrnentsMote_s 4010 City of Azusa 88,200.00 $88,200.00 ! $0.00 $0.00 guaranteed income 4015 Kids Come First Golf $550.00 $500.00 y $0.00 $50.00 last year 08 4460 2nd Annual$Raffle $14,400.00 $15,000.00 '. $0.00 ($600.00) $ deposit in 08 44701 Texas Hold Em $6,053.00 $5,000.00 $0.00 $1,053.00 expenses at@$2,025.36 4020 Newsletter/Advertisements $1,350.00 $4,000.00 $0.00 ($2,650.00) down this year 4025 Directory Ads $5,325.00 $20,000.00 0 ($14,675.00) sold over 2 yrs 4030 Dues-Active $28,387.00 $25,000.00 $3,000.00 $6,387.00 exceeded budget 4035 Dues-New and Azusa Rocks $7,790.00 $10,000.00 $2,160- ) ($50.00) will hit budget/campaign out 4037 Processing Fees $400.00 $2,000.00 ) $100.00 ($1,500.00) waived member camp 4040 Misc Income 5,019.52 $3,000.00 70 $2,089.52 Eagle,Food&Toy,Fair 40451 Board Lunches&Shirts $600.00 $2,400.00 $2,400.00 $600.00 will bill June 09 4050 Interest income $993.62 $3,100.00 . 496.81 ($1,609.57) CPA calculates 4060 Membership Llsts1Directory/Labs 0 $1,000.00 ' 0 ($1,000.00) no requests 4070 State of the City $4,700.00 $4,000.00 0 $700.00 4091 Promotional Items/INACTIVE 0 0 r 0 $0.00 4300 Installation Dinner $5,980.00 $5,000.00 ' 0 $980.00 held in July 4410 President's Club $19,050.00 $25,000.00 1 6,000:00 $50.00 Billed in June 4420 Job Shadow 2,100.00 $3,000.00 $1,411.45 $511.45 $51.48 - 4430 Taste of the Town $24,673.66 $35,000.00 ($10,326.34) $4g from PresClub/ticket donation pd 4450 Website &E-mail Ads $0.00 $3,500.00 ; $0:00 ($3,500.00) 4590 MixerslNetworking Breakfast $3,786.24 $4,000.00 ` $0.00 ($213.76) over budget/Assemb 4600 welcome Packets/INACTIVE 01 0 $0.00 linactive Totalj-- -- $15,638.26 ($23,703.70) Re�,enues —� $219'358?04 `$258}700:00 ccount Number EXPENSES Expense spent 2008-2009 Budget Projected Expensef Net Difference Comments 6010 Salaries $89,010.72 $105,000.00 $9,800.00 ($6,189.28) under budget M 6012 Outside Se"icefTemps/INACTIVi 0 0 $0.00 $0.00 X S 6020 Payroll Taxes $8,096.55 $10,500.00 $1,000.00 ($1,403.45) set by CPA m 6025 Retirement $1,250.00 $1,500.00 $125.00 ($125.00) will hit budget —{ 6030 Workers Compensation $1,171.41 $2,000.00 $70.13 ($758.46) will hit budget M 6040 Health Insurance $9,548.37 $8,100.00 $0.00 $1,448.37 will be deduced from payroll __ 6120 Auto..Expense__. _ . . . . _ _ $2,428.07 .._. . $3,000.00__ $0.00 - . .($571.93).froxen.acct/ceo budget cut. . June 12009 Revenue Expense Worksheet _, ----- _ _._created June-1,..2009 icv.--revised.June-12,.2009 ----..- -- ---.-- ---- - -- -- . .--- 6130 Professional Dev&Staff Trainin $3,297.38 $4,000.00 $0.00 ($702.62) frozen acct/ceo budget cut 6140 Travel $1,355.40 $2,000.00 $0.00 ($644.60) frozen acct/ceo budget Art 62101 Depreciation-Building $3,010.26 $3,300.00 $275.00 ($14.74) set by CPA 0 L 622andscaping $1,080.00 $1,200.00 $0,00, ($120.00) suspended Landscaper/city makeover 62251 Landscape Improvement 0 $3,000.00 $0:00 ($3,000.00) not spending under 6230 Depreciation-Other $1,476.94 $1,620.00 $135.00 ($8.06) set by CPA 62401 Property Taxes $2,578.13 $2,070.00 $0.00 $508.13 set byCPA/paid txes 6250 Security/Alarm System $466.54 $800.00 $105.81 ($227.65) 6270 RepairlMaintenance-Bldg. $1,735.45 $3,000.00 $0.00 ($1,264.55) Paint/Pest/Bench/ 6280 Utilities $1,647.59 $2,200.00 $183.33 ($369.08) will hit budget $0.00 Chain&Window UB TOTAOF EXPENSES -$;'28,152.81'09$153,290. 0 $11,694.27 ($13,442.92) Office Expenses $0.00 6310 office Supplies $6,456.41 $5,500.00 $400.00 $1,356.41 over budget 6320 Office Expenses $4,013.57 $3,000.00 $0.00 $1,013.57 over budget 6330 Office/Maintenance $20.88 $1,200.000 ($1,179.12) not spending under/frozen acct 6332 Office Improvement(carpet,win $775.21 $2,000.00 0 ($1,224.79) paint chamb/frozen acct 6335 Equipment Lease(Cannon&Gre $4,826.38 $3,000.00 ' $1,500.00 $3,326.38 cannon&teleph 6340 Pitney-Bowes Equipment $1,281.55 $900.00 $300.00 $681.55 machine lease only 6345 Tech&Web Equipment Contras 0 $2,400.00 $2,400.00 $0.00 merge w/6347 6347 Tech Equip&Software&Web $2,822.28 $2,500.00 $2,315.00 $2,637.28 comp,contant,wire 6350 Postage $1,030.55 $3,500.00 $500.00 ($1,969.45) under by$2,500 - 6360 Printing(Letterhead,env,cards) $1,511.15 $3,500.00 $0.00 ($1,988.85) under by$2,500 6370 Cell Phone $1,100.00 $1,500.00 $100.00 ($300.00) under by$300.00 6380 Telephone $4,234.70 $4,500.00 $300.00 $34.70 underby$1,500.00 6430 Board Lunches&Shirts $2,266.25 $2,700.00 $200.00 ($233.75) will hit budget 6435 Misc Expense(badgeslgolf/eagle $4,947.48 $2,000 0 $2,947.48 income in&out food&toy/city event banner/caer $0.00 ftil Fees $0.00 X X 6510 Accounting&Professional $1,200.00 $4,000.00 $1,350.00 ($1,450.00) under by$1.450.00 6520 Bank Charges $1,081.70 $800.00 $200.00 $481.70 set by CPA 65301 payroll Services $1,871.30 $1,600.00 $143.24 $414.54 set by CPA M 6550 public RelatI ns/t/ACEIPfOmO $1,051.18 $1,000.00 $0.00 $51.18 allowance for CEO/Frozen acct IV $0.00 June 12009 Revenue Expense Worksheet created June 1, 2009 icv- revised June 12, 2009 Insurance $0.00 6620 Insurance Liability/Building $2,666.23 $2,500.00 $163.55 $329.78 Charity one 6630 Insurance-Directors&Officers $1,691.74 $2,500.00 231.56 ($576.70) charity one $0.00 Continuing Projects $0.00 6710 Ambassadors $201.95 $1,500.00 $0:00 ($1,298.05) under by$1g/Frozen acct 6715 Installation Dinner $4,575.26 $4,000.00 0 $575.26 last year$from Pres 6720 AwardslBadgeslCertificateslPla $211.09 $1,200.00 $0:00 ($988.91) under by$800.00/will use next yr 6730 Miscellaneous(food&toy,cand $2,081.17 $2,000.00 0 $81.17 misc income 6735 Newsletter $5,272.29 $7,000.00 $0:00 ($1,727.71) under by 2G 6741!Directory Expense 6,083.42 $8,000.00 $0:00 ($1,916.58) under by IG 6742 Directory Commission $143.00 $2,000.00 $0,00 ($1,857.00) under by$1,157.00 6765 Kids Come First Golf $0.00 $500.00 ($500.00) Jun-09 6775 Mixers/Networking Breakfast _ $590.05 $2,000.00 $0:00 ($1,409.95) under by$1,100.00 6830 Annual Raffle $5,600.00 $7,200.00 0 ($1,600.00) under by 51,600.00 6835 Job Shadow 0 $3,500.00 $3,411.45 ($88.55) need to bill Vulcan-even 6840 Business SeminarslWorkshops $1,997.98 $2,000.00 $0.00 ($2.02) will hit budget/Frozen acct 6851 Annual Dues SubscriplWACE/V $635.00 $2,000.00 $0.00 ($1,365.00) under budget$1G 6868 State of the City $2,196.36 $3,000.00 $0.00 ($803.64) under budget 6870 Taste of the Town $10,800.89 $6,000.00 0' $4,800.89 raffle prizes donated 6875 Texas Hold em&Casino Night $2,388.74 $0.00 6880 Web Page Development& E-ma 0 $1,000.00 $0:00 ($1,000.00) under budget$s0o. 6895 New Member Packets 0 $1,500.00 0' ($1,500.00) no packets to sell Total,Ex : nses PQ $215,778.57 258,290.00' $251209.07 ($17,302.36) RED ACCTS FROZEN MAY 2009 PER FINANCIAL COMMITTEE APPROVE BY EXEC &BOARD Income Projected Total Net Difference $219,358.04 15,638.26 $234,996.30_ $23,703.70 Expenses Projected Total $215,778.57 $25,209.07 $240,987.64 $17,302.36 Net Difference $5,991.34 IT! X 2 m —1 m EXHIBIT F --- ___ Committees & Associations - CHAMBER O F C O M M E R C E 1/�J�y� undraSser ra iaaa ® ® V ® �® — - _ - 1 Potential Fundraiser ® Executive Board lT ChambT-er Event's Chairman of Cit F Board of Directors y unctions Chief Executive Officer The Board -- Legislative' Relation.s.I V.A.C.E. C.A.E.R. Membership g APU SGV City San Gabnel Community A.C.C. P Economic Action Of Valley Awareness Azusa Ambassadors ICSC President - Coalition Coordinating Development Committee Azusa Chamber Emergency 9 New & Committee 2009-2010 Community Execs. Response Council Existing Committee Installation Tex@,`. A Presidents July 28 Ha',I m& Mixers 3Uly 28, Club yraslnpAprll NetworkiMay^911ne Events2008 $pti0' BFMonthly Breakfast 2010 2011 Italy 2010 Bhlsiness CAER - f3osks NXpo ; Flyer Email The Azusan General Tp'"^ 3pOg Business Raffle Inserts Blasts �t Fith, 2oPB 2Ub9 2010 Bi-Monthly Membership Forum Forms ICSC The Great Support our Annual Chamber Highway 39 Calendar Ribbon San Diego Shake Out soldiers Board Clty Website of Events Cuttings& LINKS Elections &Crystal Las Vegas ' Event CA-ARNG Retreat April-July Lake Maintenance Monthly Grand Flyers Openings Economic�• 9 --• a2009Eoven(is r t .. -Studies Dod er CityCouncil Candidates Executive�• LADay 7ob AUSD Forum CommitteeAPU/Citrus ;Committee Presentationil Shadow School -.. Goleen CountyCollege Aug zoo9 Monthly March 2010 Board Forum Meet&Greeter oays Fair Candidates Oct 2009 Sept 2009 EXHIBIT G-1 ;JA Z -U _ SA CHAMBER OF COMMERCE The Azusa Chamber of Commerce is an organization formed 115 years ago to be a voice for Business and help create a strong business environment for our Community You're Chamber in Action from June 2008- July 2009 • Hosted the Azusa Pacific University and Citrus College Market Retail Study; • Legislative Action Committee made progress with Highway 39 and Crystal Lake Sub Committee to partially open up Highway 2; • "Support Our Azusa Soldiers"— California Army National Guard. Supported Soldiers in their Family Symposium & Valentine's Day for Soldiers; • Hosted State Assemblyman, Dr. Ed Hernandez 1 sF Annual Legislative Action Breakfast; • Took part in SGV CAER Puppet show for Azusa Elementary School; • Participated in the Great Shake Out event on November 13EF''2008; • Created a Finance Committee for financial stability; • Hosted the City of Azusa "City Council and Mayoral Candidates Forum" and new"Meet & Greet the Candidates"; • Created a new Member Benefits Program, "Azusa Chamber Rocks;" i • Held our I"Annual successful Texas Hold'em and Casino Night Fundraiser; • Finalized website offering more opportunities for our members including an event calendar, membership directory, maps to our members businesses and a link to the City Web site. The Azusa Chamber Continues to • Host the Annual "Azusa State of the City Address", presentations included Dr. Jon Wallace, President'of Azusa Pacific University, City of Azusa Honorable Mayor Joseph Rocha, Cynthia Cervantes-McGuire, Superintendent of the Azusa Unified School District and our Chairman of the Board, Anthony Glassman from California Amforge for the Chamber with an attendance of over 250 guests; • Attended and supported the City of Azusa at the Annual International Council of Shopping Centers Conference (ICSC) in both San Diego and Las Vegas; • Distributes New Chamber marketing packets to new &potential members to join our organization; • Works with the City Council, Economic Development Department, and Downtown North Advisory Committee for the betterment of the business community; i • Distributes the Azusan Newsletter to the entire Azusa Business Community and to all the businesses in Azusa once a year. The Azusan Newsletter is now created and edited and printed full color in-house; i • Send out weekly E-mail Updates to members on current issues and events; • Hold bi-monthly New Members Receptions and Meet and Greet your chamber member breakfasts; • Co-hosts the City of Azusa—Parks and Recreation Kids Come First Golf Tournament for the past 6 years to benefit the kids of Azusa; • ! Host Business Forums and workshops ie, Emergency Preparedness and How to Not Borrow Money to benefit chamber members; • Hold our Annual Taste of the Town, in conjunction with Azusa Golden Days; • Provide monthly oral and written presentations at City Council Meetings to the Mayor and Council updates of the progress of the Chamber; • Hold numerous Ribbon Cutting Ceremonies in celebration of new business in Azusa for our new chamber members; • Works in conjunction with the Azusa Coordinating Council in the second annual Food and Toy Drive for the Azusa'community. Raised over$3,000.00 for food and monetary donations that was donated to the local Azusa Food Banks that serve this community, in addition to the numerous toys and food that was collected; • Strongly supports the Metro Gold Line Extension with the Next Stop being Azusa; • Develop a strongAmbassadors group; • 'Works in conjunction with the Azusa Unified School District for the Annual Job Shadow. This collaboration of the businesses and high school students provide an excellent mentoring process and exposure of the real world to decide their future career. Most importantly we would like to thank the following support of our sponsors Without them many of the stated programs would not be possible! �AZUSA —�4- ILI IlioMrytl: VI IVMMLRCI' .- ..,. .moi. .- 3pRFSIDENT'SCLUDs ' � � ®A -Z US -kI'A j � <HAStel0. 01 C_UM NLt Vulcan O VEOLIA AAalerielS C ""any ENVIRONMENTAL SERVICES - 6old Members 9 , A*M SNW (!p4�8,�,,,R�p Allstate. p ♦� IU881dl1Si80i iAA18l Ph6tag�aphy y��er A(e6@B lers (626)9693599 (6z6b67661x3 (626)812-034$ ;W :Ib ( of NUMEOU 33Si6R1V - •rh'wv+.i.,m,: (6261964-2627 (626)664-4= (626)4873827 113r ooze Aaembeers '�!!� Mir P AZUSA t ION 1 A WATH f � CITY OF AZUSA I' MINUTES OF THE SPECIAL MEETING OF THE AZUSA UTILITY BOARD/CITY COUNCIL TUESDAY,MAY 26,2009—6:08 P.M. The Utility Board/City Council of the City of Azusa met in special session, at the above date and time,at the Azusa Light and Water Conference Room, located at 729 N. Azusa Avenue,Azusa, California. t Chairman Macias called the meeting to order. Call to Order ROLL CALL Roll Call PRESENT: BOARD MEMBERS: GONZALES, CARRILLO, MACIAS,ROCHA ABSENT: BOARD MEMBERS: HANKS(entered later in the meeting) ALSO PRESENT- ��^��<<'' Also Present CityAttomey Msrcity Manager Delach,Assistant City Manager Makshanoff,Directorof Utilities Hsu, Director of Resource Management Tang, Assistant to Utilities Director Kalscheuer, Assistant Director Customer (:are and Solutions Vanca, Customer Care Operations Supervisor Tapia, Director of Public Works/Assistant City Manager Haes, City Treasurer Hamilton, Administrative Services Director-Chief Financial Officer Kreimeier, Budget Analyst Patagas, Director of Information Technology Graf, Controller Michaels-Aguilar, City Clerk Mendoza,Deputy City Clerk Toscano. �U Public Participation Pub Part None. The CONSENT CALENDAR consisting of Items B-1 through B-7, was approved by motion of Board Consent Cal Member Gonzales, seconded by Board Member Carrillo and unanimously*carried. *Board Member Hanks BI —137 was absent from participating in this motion. 1. �e The minutes of the regular meeting of April 27, 2009,were approved as written. I Min appvd 2. Approval of Renewal for Low Income Home Energy Assistance Program (LIHEAP). The following LIHEAP resolution was approved: Res. 09-C37 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA,EXTENDING THE LOW INCOME HOME ENERGY ASSISTANCE PROGRAM FOR THE AZUSA RESIDENTS. 3. Approval was given for the Memorandum of Understanding(MOU)with San Gabriel Valley Municipal MOU w/SGV Water District to jointly manage the water and electric generation operations this summer and authorize Muni Wtr Dist the Mayor to execute MOU. 0©6 t 4. Approval was given to terminate certain transmission service contract with Southern California Edison Terminate Company and authorize the Director of Utilities to provide notification to Edison of the contract Transmission termination. Svs Agmt SCE 5. Approval was given to adopt legislative positions included in this report and authorize the Mayor to sign Legislative letters addressed to legislators as maybe required during the remainder of legislative session to advocate Positions the adopted positions. adopted 6. Approval was given to authorize staff to prepare a Certificate of Appreciation to Northrop-Grumman for Cert of Apprec hosting the 2009 household hazardous waste collection event in the City of Azusa. NortJroo p-Grum I 7. Approval was given to authorize staff to prepare a Certificate of Appreciation to each of the certified used Cert of Apprec oil collection centers in the City of Azusa for their help in keeping Azusa beautiful by allowing residents Used Oil to properly dispose used motor oil. Collect Cntrs Special Call SPECIAL CALL ITEMS S P None. None I SCHEDULED ITEM Sched Items Consideration of a "Support — If Amended" position on Assembly Bill 87. Recommendation: Adopt a Assembly Bill "Support—If Amended"position on AB 87(Assembly Member Mike Davis-Los Angeles)and authorize the 87 Continued Mayor to sign letter to advocate the adopted position. This item was continued to later in the meeting in to later in mtg order for Board Member Hanks to participate. STAFF REPORTS/COMMUNICATIONS Staff Rpts Director of Utilities Hsu presented the Monthly Update on Water Treatment Plant stating that it is almost Update WTP complete, employees are in training, Department of Public Health is reviewing the application for the Operating Permit and the dedication is scheduled for June 8th,2009. I Director of Utilities Hsu presented item regarding Drought Tolerant Landscape Showcase Projects,stating that Drought the City as well as three other cities were selected, by the San Gabriel Valley Municipal Water District Tolerant (SGVMWD)to participate in demonstration projects,drought resistant landscaping,to show residents what it Landscape would look like and are funding the projects in the amount of$50,000,per city. He stated that the four sites selected in Azusa are the Azusa Chamber of Commerce, the planter area in front of the Light and Water building, the Gateway Center at the mouth of the Canyon and the new Memorial Park Gymnasium. Board Member Rocha advised that the plants Agave Americana and Agave Americana`Varigata'be planted in the center areas as they could cause deep wounds to people passing by. Director of Utilities Hsu presented the California Municipal Rates Group(CMRG)Electric Retail Comparison, CMRG stating that Azusa is still at the lower end of the survey. Elect Rate Comparison DIRECTOR'S COMMENTS Dr Cmts Moved by Board Member Gonzales, seconded by Board Member Carrillo and unanimously carried to Cert of Rec authorize a certificate of recognition of Andrew Moronez of Gladstone High School for placing 4th at the CIF A. Moronez for Golf and that it be presented at June 1, 2009 City Council meeting. i 05/26/09 PAGE TWO 007 It was consensus of Board Members to recess until after the Special Meeting of the City Council in order to Recess until discuss item C-1,regarding AB-87. After Spec Mtg Time of Recess: 6:24 p.m. *Board Member Hanks entered the meeting at 6:31 p.m. Recess Thl Board Members reconvened at 8:40 p.m. Reconvened i I Consideration of a"Support—If Amended"position on Assembly Bill 87. Moved by Board Member Hanks, Assembly Bill seconded by Board Member Macias and unanimously carried to adopt a"Support—If Amended"position on 87—approved AB 87 (Assembly Member Mike Davis-Los Angeles) and authorize the Mayor to sign letter to advocate the adopted position. It was consensus of the Board Members to adjourn. Adjourn TIME OF ADJOURNMENT: 8:41 P.M. I ff' I IIi f SECRETARY i I Iph NEXT RESOLUTION NO. 09-C38. i ' i i F 05%26/09 P AGE THREE 008 i i NAM _USA U1- l 'RATER CONSENT CALENDAR i TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL i' FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: JUNE 22, 2009 SUBJECT: REQUEST FOR APPROVAL TO AWARD CONTRACT FOR COLLECTION I AGENCY SERVICES TO PMR PROGRESSIVE, LLC RECOMMENDATION It is recommended that.PMR Progressive, LLC be awarded a five-year contract for collection agency services for unpaid closed utility bills. This is the maximum contract length allowed by the City's Purchasing Policies and Procedures. ii BACKGROUND Azusa Light &Water's contract with current collection agency, Caine & Weiner, will expire July 2009. A request for proposals process has been completed. Six vendors responded and were short-listed to two. Following the paper review and short-listed vendor interviews,-PMR Progressive, LLC (PMR) was selected as the best fit for Azusa Light & Water. We particularly lilted their customer-focus, emphasis on bilingual, and collection tools that provide maximum efficiency in collecting our debt. They use a variety of collection tools including a team of experienced collectors, collection f letters in both English and Spanish, a collection procedure designed to ensure that every account receives maximum handling and accountability, reporting to all three credit reporting agencies, 1 skip-tracing technology, and access to attorneys when litigation is necessary. To expedite debtor payments, PMR offers a web-based system where consumers can pay their accounts by credit �. card or check, and negotiate a reasonable payment plan.-PMR also uses software for collection notes and information that can also be accessed by our office so we can view the information simultaneously and run ad hoc reports. I References reported PMR exceeds their expectations, provides excellent service, is very responsive, provides excellent recovery results, and has had no debtor complaints due to their I" contact. Also PMR is willing and able to handle the accounting per our Rules and Regulations l i 009 C that permits adding collection fees to unpaid closed account balances. With this, we receive the entire balance on an account when collected and the collection agency gets their collection fee from the customer rather than the utility. We are permitting PMR to charge at their discretion, 10% per annum interest. PMR complies with Light& Water's Red Flags policy. All delinquent closed utility accounts already submitted to Caine &Weiner would remain there for continuity of collection. The Professional Services Agreement has been reviewed by our city attorney and will be available for signatures. FISCAL IMPACT Since collection fees are added to the amounts due Azusa, there will be no fiscal impact. Prepared by: Karen Vanca, Assistant Director Customer Care & Solutions i i I 1 CITY OF AZUSA PROFESSIONAL SERVICES AGREEMENT I L. PARTIES AND DATE. This Agreement is made and entered into this 22nd day of June, 2009 by and between the City of Azusa, a municipal organization organized under the laws of the State of California with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702-1295 ("City") I and PMR Progressive LLC, with its principal place of business at 22120 Clarendon Street, Third Floor,Woodland Hills,CA 91367. City and PMR are sometimes individually referred to as"Party' and collectively as "Parties." P 2. RECITALS. 2.1 PMR. PMR desires to perform and assume responsibility for the provision of certain professional services required by the City on the terns and conditions set forth in this Agreement. PMR represents that it is experienced in providing collection services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. 1 City desires to engage PMR to render such services for the collection of closed account debts I project("Project") as set forth in this Agreement. I' 3. TERMS. f3.1 Scope of Services and Term. 3.1.1 General Scope of Services. PMR promises and agrees to fumish to the City all labor,materials,tools,equipment,services,and incidental and customary work necessary to fully and adequately supply the professional collection Rz 4R services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to,and performed in accordance with, this Agreement,the exhibits attached hereto and incorporated herein by reference,and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2009 to June 30, 2014,unless earlier terminated as provided herein. PMR shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 1 R1)PUB\NSTUBBS\689961.2 011 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates;Independent Contractor. The Services shall be performed by PMR or under its supervision. PMR will determine the means,methods and details of performing the Services subject to the requirements of this Agreement. City retains PMR on an independent contractor basis and not as an employee. PMR retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel. performing the Services under this Agreement on behalf of PMR shall also not be employees of City and shall at all times be under PMR's exclusive direction and control. PMR shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. PMR shall be responsible for all reports and obligations respecting such additional personnel,including,but not limited to: social security taxes, income tax withholding,unemployment insurance,disability insurance,and workers'compensation insurance. 3.2.2 Schedule of Services. PMR shall perform the Services expeditiously,within the term of this Agreement,and in accordance with the Schedule of Services set forth in Exhibit"B" attached hereto and incorporated herein by reference. PMR represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate PMR's conformance with the Schedule,City shall respond to PMR's submittals in a timely manner. Upon request of City, PMR shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by PMR shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. PMR has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, PMR may substitute other personnel of at least equal competence upon written approval of City which shall not be unreasonably withheld. In the event that City and PMR cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below,any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative,incompetent,a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the PMR at the request of the City. The key personnel for performance of this Agreement are as follows: 3.2.5 City's Representative. The City hereby.designates Assistant Director Customer Care and Solutions,or his or her designee,to act as its representative for the performance of this Agreement("City's Representative"). City's Representative shall have the power to act on behalf of the City for.all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 PMR's Representative. PMR hereby designates Roy L.Thompson,Executive Vice-President, or his or her designee, to act as its representative for the performance of this Agreement("PMR's Representative"). PMR's Representative shall have full authority to represent and act on behalf of the PMR for all purposes under this Agreement. PMR's Representative shall 2 RVPU5\NSTUBBS\684961.2 O�I.r I supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all I portions of the Services under this Agreement. I j3.2.7. Coordination of Services. PMR 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. 3.2.8 Standard of Care:Performance of Employees. PMR shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. PMR represents and maintains that it is skilled in the professional calling necessary to perform the Services. PMR warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally,PMR represents that it,its employees and subcontractors have all licenses,permits,qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the tern of this Agreement. As provided for in the indemnification provisions of this Agreement,PMR shall perform, at its own cost and expense and without reimbursement from the City,any services necessary to correct errors or omissions which are caused by the PMR's failure to comply with the standard of care provided for herein. Any employee 4 of'the PMR or its sub contractors who is determined by the City to be uncooperative,incompetent,a f threat to the adequate or timely completion of the Project, a threat to the safety of persons or I property,or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the PMR and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. PMR shall keep itself fully informed of and in compliance with all local, state and federal laws,rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements,and shall give all notices required by law. PMR shall be liable for all violations of such laws and regulations in connection with Services. If the PMR performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City,PMR shall be solely responsible 4' for all costs arising therefrom. PMR shall defend, indemnify and hold City, its officials, directors, If officers,employees and agents free and harmless,pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with II such laws, rules or regulations. I 3.2.10 Insurance. 3.2.10.1 Time for Compliance. PMR shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. hi addition,PMR shall not allow any subcontractor to commence work Oil any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. PMR shall, at its expense,procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or 3 RVPUB\NSTUBBS\684961.2 013 I If damages to property which may arise from or in connection with the performance of the Agreement by the PMR,its agents,representatives,employees or subcontractors. PMR shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the,latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage(occurrence form CG 0001);and(3)Workers'Compensation- and Employer's Liability: Workers' Compensation insurance as required by the State of California. and Employer's Liability Insurance. (B) Minimum Limits of Insurance. PMR shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or: the general aggregate limit shall be twice the required occurrence limit; (2)Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$1,000,000 per accident for bodily injury or disease, and (4)Errors and Omissions: 3.2.10.3 Professional Liabilitv. PMR shall procure and maintain, and require its sub contractors to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall provide coverage for a professional error, act or omission arising out of the Services with limits not less than$1,000,000 each claim/$2,000,000 aggregate and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions,or PMR shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liabilitv. The general liability policy shall be endorsed to state that: (1)the City, its directors,officials,officers,employees,agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the PMR by PMR or its subcontractors, including materials, parts or equipment furnished in connection with such work; and(2)the insurance coverage shall be primary insurance as respects the City,its directors,officials,officers,employees,agents and volunteers,or if excess,shall stand in an unbroken chain of coverage excess of the PMR's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the PMR's insurance and shall not be called upon to contribute with it in any way. (B) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. 4 014 RVPUH\NSTUBBS\689961.2 i . Ir. I I (C) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A)coverage shall not be suspended,voided,reduced or canceled except after thirty(30)days prior written notice by certified mail,return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds:No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such j insurance shall not contain any special limitations on the scope of protection afforded to the City,its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or `. self-insured retentions must be declared to and approved by the City. PMR shall guarantee that,at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. PMR shall furnish City with original F certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf,and shall be on forms provided �F by the City if requested. All certificates and endorsements must be received and approved by the I r City before work commences. The City reserves the right to require complete,certified copies of all required insurance policies, at any time. 3.2.11 Safety. PMR shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the PMR shall at all times be in L compliance with all applicable local,state and federal laws,rules and regulations,and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the { conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; r (B)instructions in accident prevention for all employees and subcontractors,such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. F' I 5 Tv PUB\NSTUBBS\689961.2 015 i 3.3 Fees and Payments. 3.3.1 Compensation. PMR shall receive compensation, including authorized reimbursements,for all Services rendered under this Agreement at the rates and under the conditions set forth in Exhibit "C" attached hereto and incorporated herein by reference.Compensation shall be paid to PMR by individual debtors (see Exhibit C)and shall not be the responsibility of City. Extra Work may be authorized,as described below, and if authorized,will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. PMR shall submit to City a monthly itemized statement which indicates work completed. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. 3.3.3 Reimbursement for Expenses. PMR shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement,City may request that PMR perform Extra Work. As used herein, 'Extra Work"means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. PMR shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. PMR is aware of the requirements of California Labor Code Section 1720, et sem., and 1770, et seg., as well as California Code of Regulations, Title 8; Section 1600,et seq.,("Prevailing Wage laws"),which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. PMR shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the PMRVs principal place of business and at the project site. PMR shall defend,indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. PMR shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. PMR shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. PMR shall allow inspection of all work,data,documents,proceedings, 6 RVPUB\NSTUBBS\684961.2 016 t i and activities related to the Agreement for a period of three(3)years from the date of final payment under this Agreement. l3.5 General Provisions. f 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to PMR, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to PMR of such termination, and specifying the effective date thereof, at least seven(7)days before the effective date of such termination. Upon termination, PMR shall be compensated only for those services which have been adequately rendered to City, and PMR shall be entitled to no further compensation. PMR may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require PMR to provide all finished or unfinished Documents and Data and other information of any kind prepared by PMR in connection with the performance of Services under this Agreement. PMR shall be required to provide such document and other information within fifteen (15) days of the request. q 3.5.1.3 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. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other,address as the respective parties may provide in writing for this purpose: r PMR: Roy L. Thompson, Senior Vice President k PMR Progressive LLC 22120 Clarendon Street, Third Floor Woodland Hills, CA 91367 6 City: City of Azusa 213 East Foothill Blvd. Azusa, CA 91702-1295 Attn: Karen Vanca,Assistant Director Customer Care& Solutions Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)hours after deposit in the U.S. Mail,first class postage prepaid and addressed to the party at its 7 RVPUB\NSTUBBS\684961.2 017 w applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications,studies,drawings,estimates,and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to,physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by PMR under this Agreement ("Documents & Data"). PMR shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. PMR represents and warrants that PMR has the legal right to license any and all Documents&Data. PMR makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than PMR or provided to PMR by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures,drawings, descriptions, computer program data,input record data,written information; and other Documents and Data either created by or provided to PMR in connection with the performance of this Agreement shall be held confidential by PMR. Such materials shall not,without the prior written consent of City,be used by PMR for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to PMR which is otherwise known to PMR or is generally known, or has become known, to the related industry shall be deemed confidential. PMR shall not use City's name or insignia,photographs of the Project,or any publicity pertaining to the Services or the Project in any magazine,trade paper,newspaper,television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation,Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary,appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney'ses. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reason- able attorney's fees and all other costs of such action. 3.5.6 Indemnification. 3.5.6.1 Indemnification. PMR shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to 8 RVPUB\NSTUBBS\689961.2 018 1Q I f property or persons, including wrongful death, in any manner arising out of or incident to any l alleged acts, omissions or willful misconduct of PMR, its officials, officers, employees, agents, s consultants and contractors arising out of or in connection with the performance of the Services, j the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. PMR shall defend, at PMR's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. PMR shall pay and satisfy any judgment, award or decree that l may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. PMR shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs iincurred by each of them in connection therewith or in enforcing the indemnity herein provided. ` PMR's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by I' the City, its directors, officials officers, employees, agents or volunteers. l 3.5.6.2 City shall defend, indemnify and hold PMR, its officials, officers, and employees free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of City, its officials, officers, employees, and agents arising out of or in connection I( with the performance of this Agreement, including without limitation the payment of all I F consequential damages and attorneys fees and other related costs and expenses. City shall defend, ' at City's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against PMR, its officials, officers, and employees. City shall pay and satisfy any judgment, award or decree that may be rendered against PMR or its officials, officers, and employees in any such suit, action or other legal proceeding. City shall reimburse PMR and its officials, officers, employees and agents for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. City's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by PMR, its officials officers or employees. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both i parties. r I3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of l California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. RVPUB\NSTUBBS\684961.2 9 ff' 019 f. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. PMR shall not assign,hypothecate,or transfer,either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment,hypothecation or transfer. 3.5.13 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time,days or period for performance shall be deemed calendar days and not work days. All references to PMR include all personnel,employees,agents,and subcontractors of PMR,except as otherwise specified in this Agreement. All references to City include its elected officials,officers, employees,agents,and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only,and do not define; limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment:Modification. No supplement,modification,or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach,whether of the same or othdr covenant or condition. No waiver,benefit,privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. PMR maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for PMR, to solicit or secure this Agreement. Further,PMR warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for PMR, any fee, commission,percentage,brokerage fee,gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty,City shall have the right to rescind this Agreement without liability. For the term of this Agreement,no member,officer or employee of City, during the term of his or her service with City, shall have any direct interest in. this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. PMR represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor,employee or applicant 10 RVPUB\NSTUBBS\684961.2 020 for employment because of race,religion,color,national origin,handicap,ancestry,sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. PMR shall also comply with all relevant provisions of City's Minority Business Enterprise program, . Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder,PMR certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. PMR has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts,each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. PMR shall not subcontract any portion of the work required by this Agreement,except as expressly stated herein,without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. f [SIGNATURES ON FOLLOWING PAGE] r I' I� I, I _ K . RVPUB\NSTU9BS\689961.2 021 CITY OF AZUSA PMR Progressive LLC By: By. City Manager Roy L. Thompson, Senior Vice President Attest: Vera, Mendoza City Clerk Approved as to Form: Best Best& Krieger LLP City Attorney 12 RVPUB\NSTUBBS\684961.2 092 p 11 i EXHIBIT "A" SCOPE OF SERVICES I Provide collection PMR services for Azusa Light & Water on unpaid closed utility accounts. f 6 I' r: l K A-1 i. RVPUB\NSTUBBS\684961.2 f 023 6 i EXHIBIT"B" SCHEDULE OF SERVICES Approximately monthly Azusa Light & Water will electronically transmit file of unpaid closed) accounts with supporting information that may aid in collection effort. Azusa Light&Water hereby represents that to the best of its actual knowledge, the information provided on the closed account, debts submitted for collection are accurate and that the party so named on the submitted account(s)is; the true and accurate party liable for the debts. Azusa Light &Water is to require debtors turned over to PMR Progressive to pay PMR directly. Collected amounts are to be remitted to Light &Water on a monthly basis with collection charges retained by PMR. A reconciliation report, format approved by the City, must accompany each remittance. Reconciliation questions posed by the City must be answered within one week. At no cost to Azusa, PMR will transmit data to Azusa's system using format provided by Azusa. At termination of contract,PMR Progressive may be required to return all remaining debts to Azusa Light & Water at no cost and also remove these accounts from credit bureaus. PMR will maintain a written policy and remain compliant with Red Flags identity theft prevention. B-1 RVPUB\N5TUBB5\684961.2 - 024 I P C EXHIBIT "C" COMPENSATION I 213% - Residential accounts 22% - Commercial accounts 40% + direct court costs - Legal action, to be approved by Light&water In.addition, 10% per annum interest may be charged to debtors. As approved by the Azusa Utility Board and Azusa City Council on May 17, 2007, city-approved PMR collection fees are to be added to amount owed City. PMR shall collect from debtor the gross E amount owed and remit to City only the amount of assigned debt collected. No fees will be chargeable to the City or deducted from original debt assignment. r P k I� C r i k I t E II 4 C-1 KVNWWAVffift1§t\689961.2 1 � 025. I I i ik Y . j AZUS� vam e RIX a i CONSENT CALENDAR I TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES VLA: F.M. DELACH, CITY MANAGER DATE: JUNE 22, 2009 I SUBJECT: APPROVAL OF LICENSE AGREEMENT WITH COVINA IRRIGATING CO. f f RECOMMENDATION It is recommended that the Utility Board / City Council approve the License Agreement with Covina Irrigating Co.to allow the company to use accepted public streets for its water line and authorize the City Manager to execute on behalf of the City. BACKGROUND I Covina Irrigating Company(CIC)is a water purveyor for the City of Covina and other private companies, k which has operated the Covina Canal for over 100 years. This is an open channel that conveys water from I the Canyon through the Monrovia Nursery property to Covina. During the initial Monrovia Nursery I project approval process,CIC negotiated with the then-Landowner,Monrovia Nursery,for the replacement of the open water channel with an underground pipeline from Sierra Madre Ave. south to an existing connection point in Citrus Ave. This agreement was memorialized in an MOU executed between i Monrovia Nursery Co. and CIC. Azusa Land Partners is the successor party to the MOU, and is responsible for the construction of the pipeline. (A portion of the open canal was deemed a historic resource during the proceedings of the Monrovia Nursery Specific Plan and Project,and will be preserved.) Subsequent discussions and analysis of design options resulted in the decision to construct the proposed 42"underground water line within portions of the rights-of-way of Vosburg Drive,Azusa Veterans Way, The Promenade, Rosedale Ave., and Monrovia Place. In order to allow CIC to place and maintain their water line facility within City right-of-way,a license agreement needs to be executed,which is attached for Co'uncil's approval. Also attached for Council's information is a Quitclaim Deed by CIC,which abandons Eall of its existing easements across the Rosedale project site, as they are no longer needed, and which would otherwise interfere with the development of the project site. P I 026 � I FISCAL IMPACT The construction of the Covina Irrigating Co. water line is the responsibility of the Developer,Azusa Land Partners. Any future work that may be necessary on the water line, including restoring the public street to its original condition if excavation of the street were to be necessary,would be the responsibility of Covina Irrigating Co. Therefore, no fiscal impact on the City is anticipated. Prepared by: Roy Bruckner, Project Manager Attachments: License Agreement, Exhibit A, and Quitclaim Deed 027 . . i ^ � June 4, ZOO9 � RECEIVED . \UN0 &20U9 � - � Joseph Hsu ` A� Eft Diec�r�Uo�and Va�r ��T 729 North Azusa Ave. |' Azusa, CA. 917OI Dear]oe, Per our email exchange and conversation, enclosed you will find the relative documentation for the Rosedale development pipeline licensing agreement. Per our mutual understanding the City will execute a(fee free) licensing agreement for the pipeline installed by ALP in exchange for the quit claim to the easements held for the open canal except for those portions still in use which are covered in a temporary easement. Once our pipeline project is complete the remaining temporary easement will no . longer berequired and relinquished. Copies ofall nfthe executed quit claims and temporary easements / will beprovided toyou assoon asthey are signed byALP and recorded. Please have the licensing agreement request included for your board or city council approval at your earliest convenience. � Thank you for assisting usincompleting this transaction.Should you have any questions please dunot hesitate tocall. | �,Sincerely, � d De su \ President/GM � / � » ` |� | ./ ����� , v46o� omLLeG�STREET^ POST OFFICE BOX 306°Cnn/pA, C49,723 '�4,�� (mmm) zam^1sna, FAX (6o6) s6v.ss4a ' / LICENSE AGREEMENT between THE CITY OF AZUSA a California municipal corporation and THE COVINA IRRIGATING COMPANY a California corporation ORA NG"MARTINF-7045 76.2 029 LICENSE AGREEMENT F This License Agreement("Agreement")is entered into as of this 22nd day of June,2009,by and between the City of Azusa, a California municipal corporation ("City") and Covina Irrigating Company, a California corporation("CICo")(hereinafter referred to as a"Licensee"). All parties are at times referred to collectively as "Parties" and individually as "Party" herein as the context may indicate RECITALS A. An underground forty-two inch (42") ductile iron pipeline has been or is being constructed for CICo, a portion of which will be placed under a street in the City of Azusa, California, as is more specifically depicted in Exhibit"A"attached hereto and incorporated herein by reference ("Pipeline"). B. The Pipeline is being constructed as part of the Rosedale development project. ("Project") in the City. C C. The Parties desire to enter into this Agreement in order to provide for the right of Licensee to install,operate,repair and maintain that portion of the Pipeline under the City's street as 4' set forth herein. ip NOW,THEREFORE,in consideration ofthemutual covenants,promises,and conditions set forth in this Agreement,and for other good,valuable,and adequate consideration,the Parties hereto { agree as follows: I w 1. License. I (a) City hereby grants to Licensee a license under that portion of the street/property d as depicted in Exhibit "A" for the purposes of installing, operating, repairing and maintaining the Pipeline. Licensee and its respective contractors, subcontractors, employees and agents shall each have the right to enter upon and cross over the City's street/property for the purposes for which the above license is granted. Nothing herein shall be deemed or construed to be (i) a limitation upon i u City's right to use its street1property fora proper governmental use, (ii) an acceptance of ownership P or control of all or any portion of the City's street/property for any reason whatsoever,including but not limited to, liability or maintenance of the street/property or (iii) a grant to Licensee of any 1: possessory interest whatsoever in the City's street/property. Licensee and its contractors, subcontractors, employees and agents shall not damage the City's street/property or commit waste thereon except as may be reasonably necessary on a temporary basis for carrying out the construction. installation, operation, repair and/or maintenance of the Pipeline. City shall not damage the Pipeline, shall make reasonable efforts to prevent others from doing the same and shall not unreasonably interfere with or impede Licensee's exercise of its rights under this Agreement. f. ORANGEW MARTINEZ\34376.2 - 1 '030 (b) CICO understands and agrees that access to the Pipeline for repairs and maintenance will be subject to City's issuance of an excavation and/or encroachment permit. City shall have the right to impose reasonable time,place and manner restrictions on such permits in order to protect the public health and safety. Upon completion of any such repairs and/or maintenance, CICo shall restore the condition of the street in accordance with established City standards and policies. 2. Term. (a) This Agreement shall become effective when the street,under which the Pipeline is located, is accepted by the City into the City Street System and shall remain in effect until terminated by the Parties, as provided herein. However, the indemnification and attorneys' fees provisions of this Agreement shall survive its termination. (b) In the event the City determines, in its sole and absolute discretion, that the Pipeline conflicts with a proper governmental use of the street(s)under which the Pipeline is located, CICo shall, at its sole expense, relocate the Pipeline to a mutually-agreeable location providing gravity flow through the CICo water system. "Proper governmental use of a street" as provided in this Agreement shall be limited to abandonment,realignment or physical improvements to the street itself, or to installation or expansion of underground utilities operated by the City: providetl, however, that in the event the relocation of the Pipeline is necessitated to accommodate future private development within the City,the cost of relocating the Pipeline shall be borne by the private development and not by CICo. Further, should the relocation of the Pipeline require that other subsurface structures or facilities be modified or relocated,City shall exercise all rights available to City by law and/or contract to require that the owner or operator of the subsurface structures or facilities bear the cost of relocating or modifying their structures or facilities. (c) In the event CICo must relocate the Pipeline,CICo will abandon the Pipeline in place and shall take appropriate steps to ensure that the abandoned pipeline does not present a hazard with respect to underground collapse. (d) If any Party believes that another Party has failed to perform any obligation of that Party in accordance with the terms of this Agreement("Defaulf'),the Party alleging the Default shall provide written notice ("Default Notice") to the other Party, setting forth the nature of the alleged Default. Unless otherwise provided by a specific term of this Agreement,the Party claimed to be in default shall have: (i) with respect to a Default involving the payment of money, ten (10) days after its receipt of the Default Notice to completely cure such Default, and(ii) with respect to any other type of Default, thirty(30)days from the receipt of the Default Notice to completely cure such Default or, if such Default cannot reasonably be cured within such thirty(30) day period, to commence the cure of such Default within the thirty(30)day period and diligently prosecute the cure to completion thereafter. (e) In the event CICo determines that the Pipeline is no longer of use to CICo's operations, CICo shall give the City one hundred eighty (180) days' written notice of its intent to abandon the Pipeline in place. CICO shall take appropriate steps to ensure that the abandoned - 2 - ORA NGMMMARTINFZCU3 76.2 031 i *I Pipeline does not present a hazard with respect to underground collapse. This Agreement shall terminate at the expiration of said one hundred eighty (180) day notice period. 3. Insurance. Licensee shall obtain and keep in full force and effect at all times it is occupying or using the City's street/property pursuant to the license granted hereundr either: (a) a comprehensive public liability and property damage insurance policy from an insurance association authorized to do business in California with a policy limit of not less than One Million Dollars ($1,000,000) per occurrence, or self-insurance which provides the same level of coverage, and (b) adequate workers' compensation insurance to the full requirements of the State of California for it's employees. 4. Indemnification. Licensee shall individually indemnify, defend and hold harmless City,its elected officials,board members,officers,agents,employees and authorized volunteers from and against any and all claims, damages, demands, liability, costs; losses and expenses, including, without limitation,court costs,reasonable attorneys' fees,and expert witness fees,arising out of,in connection with, or in any way related to, any act or failure to act by Licensee pursuant to this Agreement,except such claims,damages,demands,liability,cost,losses and expenses caused by the negligence or willful misconduct of City. 5. Attomeys'Fees. If any legal action,or any arbitration or other proceeding is initiated for the enforcement/interpretation of this Agreement or because of any alleged dispute, breach, default or misrepresentation in connection with any of the'provisions of this Agreement, the k successful or prevailing Party shall be entitled to recover reasonable attorneys'fees,witness fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. 4 ` 6. General Provisions. r (a) Amendment. The terms and conditions of this License maybe altered,changed or amended only by written agreement of the Parties hereto which are to be bound by such alteration, R change or amendment. (b) Notices.All notices to be given hereunder shall be in writing and maybe made either by personal delivery or by registered or certified mail, postage prepaid, return receipt requested. Mailed notices shall be addressed to the Parties at the addresses listed below,but each Party may change the address by written notice in accordance with this paragraph. Notices delivered W personally will be deemed communicated as of actual receipt; mailed notices will be deemed r communicated as of two (2)business days after mailing. I' 4 City: City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702-1295 4 Attn: Director of Utilities - 3 - ORA NGENMARTINF-,04376.2 Y k 032 l CICO: Covina Irrigating Company 146 E. College St. Covina, CA 91723 (c) Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. (d) Entire Agreement.This Agreement contains the entire agreement of the Parties, with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements,written or oral,express or implied. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision. (e) Waiver. Any Party's failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein,or any Party's waiver of any breach hereunder,shall not relieve the other Parties of any of their obligations hereunder,whether of the same or similar type. (f) No Agency/Employment. In performing the terms of this Agreement,the City and Licensee each remain an autonomous and separate entity, solely responsible for its own actions and those of its officers,employees,agents and volunteers. No relationship of employment,agency, partnership or joint venture is to be created by or implied from this Agreement. (g) No Third Party Rights. This Agreement is entered into between and solely for the benefit of City and Licensee. No other person shall have any right to enforce the terms of this Agreement. (h) Recitals. The recitals set forth above are incorporated herein and made an operative part of this Agreement. (i) Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [Balance of this page intentionally left blank) i _4 _ ORANGEW M ARTINE704376.2 033 i IN WITNESS WHEREOF, this Agreement has been executed by the Parties on the day and year first above written. s CITY OF AZUSA COVINA IRRIGATING COMPANY By. By. 4 Francis Delach a Jesus City Manager President/General anager H f r. I r h f N i - 5 - OR.ANGElMMARTINE7\34376.2 034 , I EXHIBIT"A" Pipeline and City Street/Property Description i OR.4 NORMM ARTINF204376.2 035 , i CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of o lArnin County of LOS A=i�' On M0. IV 2n l before me, Ott knnon- -1Objij Pnhhc� DATE NAME.TrrLE oFmORCER•EG."JANE DOE.NOTARY PUBUC personally appeared hJOid hiC llS i NAe.+E(s)of SIGNER(S) PJ personally known to me OR ❑ proved te Fne an th ie of c^ti '^a f emR to be the person(4 whose name�OCd/afe subscribed to the within instrument and ac- knowledged to me that&sha4my executed 6,LOww the same in hi hefA#eir authorized Cam+ ^#1603M $ capacity(+e -)i and that by (hi ihern„ r COLO" signature on the instrument the person(,$), Lot oommeo�'�"�29 or the entity upon behalf of which the I person�'sA) acted, executed the instrument. WITNESS my hand and official seal. r /I'd0 XJ �/V,fYI�J SIGNAI&PRE OF NOTARY OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TTMEM ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT NUMBER OF PAGES ❑ 'TRUSTEE(S) ❑ GUARDIANICANSERVATOR ❑ OTHER: DATE OF DOCUMENT SIGNER IS REPRESENTING: WM OF PESSONM ORS YMS) SIGNER(S)OTHER THAN NAMED ABOVE 036 t i i i i'Ir I J r %{TUBA AVENUE ' } p! T 4' ra� 1� �I'• I -A TON AVENUE ! t it '.SOLL1M10 AVENUE - It " M. CA) tom. fh Y h III _.. AASAOEN4 AVENUE .,_ ,as:�.._ . �. .Ea.Y... _ ......r .D. 11 _ r i 1.�i, r • � R 5ATv1J t D ow MILL ROAD i to - _- . hr' .. . �� • � C i tt rI �` ��.", �" r .k Ye ! J� y('�L yam.. �! � 4i1•' r/� !r + I It io m> n F .♦ d r Pt1 ,Y' I r ,t5'x . .. IN �-'-3� r � i. d 4 /t5- � l l; r �• ` il• t � t r'If r '4._ 1 `� r' t• r n r' �,�! l+tlri. "ti z . AZ 8A VETERANS rvAY t I b �I� ._ t ttl 1, {i \,* _ r ... j i5 1 , ,r I. r 51 \v, �t�• C • D __ .1'.} 1 \ ttl ": '' r , , e r p 11 ., 4\ fJ , f,,,(a V`k"na4 fit] a s}s /lt5l r �L.r fA fii lrm AN. \'i �.+y-k -3'�, , ,f i c 1 t p.' r h• 11 .Z7 I! • �4� � y/ . m 4 �, f ' v ? \ 7 r r nx''`/ { MY zr sliIn- NrN rk f D f ♦ ♦ �I P Y Y V11 ! f rill-�d� t x i / ! der ! 11 �.-r•x r5.L7 rtr' K r z r, r11, r . YRO$FcDLE AVS L/ r :�y ,� Fs lq 4"5 k .t ' 1}`rt .. ` ° (I✓ 0 �. f/titlrs t i er 15[r9 5 ','I ,+rNi s" _ vh ...I Jt ,/ [[ t, It e V !II +r o RAY- AlS7 d o. i yi f �Y �y �� .� "c�\'�, - ti•,`. �,��. t �al e � '}�` ��i5fl' !r�', .a•. � t f _ yaIt ` w � IIN \, 4.>�y 1 i r 41 �I� ei 10 E I�I1 � n'.3 e/{/�.}�^ r `'��k" ac� prr,'}�'t�5' D 2 C'l f l/ r r' rJ�Z�] f I�"i rltt r rLY'•e !< `• s I q r !• m s F m X )E i j t iY `'ft�t�+Yh,�� wr,�✓ •�--[ •. :`A , �$!1 ,L ,.i. F.r it O 2 5, ; IN, F i; 7rlr . m ➢ 1i Ste' h }(f't �f~�{'".���tiyNtt z {r , X119",: II % h-- . rtfp -x„�a r�1`: mti 7 �.� i w A t - e 3 nil }i -aq' `w♦ e J Nt k Ir /f�Y F44 ta•4 �tfl itl /fif -itk i 1t[ r rl. —�, x t�''f� '✓' � r t I� n dt (lit”r � ��jn �r c �# 'h" ��*t•.3,+�^z ^' 1,l�lil w..a.,'�_. '"� 'C'_lrc 5 ht 'fo`I� <1? _ •1`..._ .m - t4 I x:\ro.rq,mnxoo\�`woCuxu`[menl\toulu alai c,uan+•ms.ucwx+ex[[ x.oRu.ow paws x :n/ov xm>m SHEET 2 OF 2 COVANA IRRIGATING COMPANY EASEMENTfjV.N ?I Z EA.SL Gff FCR IGOS-MW Ali WA TO? CaMI.t PLBPOSE'S &TaW IN BOOK 108, PAGE 431 OF DEEDS. LNEF E TO LOCATE. E45EIENT FOR 10 IACH CEA DVT PIPE LINE PLIFOSES AEMPLED .A.1.Y 28, 1915 IN WX 6091, .PAGE 83, OF DEEDS, IOV &E TO. LOCATE'. ?7� PER11ISSION AAS LIcVwW FUR CE7 ff DITCH PFR AGEEWffS RECi WM-IN B= 607, PAGE 138 OF DEM JVi MY 30, 1917 19 WOK.693,3, PAGE 45 OF ED,` dA�i DEW-A- 184.7 1-&W IN-WW- , PAX ?71 C'F O1E§S; MD FE81i11ARY 6, 1917 IN WN 6417, PAGE`241 OF DEEDS. W41XE TO LOCATE. ® EAMMVT FAP CAML PL1i1'OSFS REL171&7E'D OCTOEER 29, 1964 AS INSTRLWM r'rF� AV. 5108, OIFFICIAL REMES. A PORTIOYV OF SAID EASE]lffW NAS QU17U.AIAO BY DEED RLL1aW WCH 8. 1967 AS INSII?LA W AV. 1693, OFFICIAL RECORDS. AN EASWff FOR MATER PIPE LIAE PEROSES MMMED MEN 8, 1967 AS �10 INSTRUM AV. 1694, OFFICIAL REL10W. © EASWff FM PIPFIIAE RRTS0 RECC04DED JANIZARY 27; 1928 IN BOOK 4564, PAGE 154, OFFICIAL REDOROS. MONROVIA NURSERY RBF EASEMENT eoHsu,ruia umm 14 sons EMIBIT A _,...._f......... ..... . 038 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) r. Heffernan&Boortz ) Suite 100 } 26 Corporate Plaza Drive ) Newport Beach,CA 92660 ) Attn: Donald L. Boortz, Esq. } DOCUMENTARY TRANSFER TAX-NONE (Space Above for Recorder's Use) The Undersigned Grantor Consideration Less Than$100.00 Signature of Declarant or R&T Code Section 11911 or Agent Determining Tax QUITCLAIM DEED AND CANCELLATION or,EASEMENTS COVINA IRRIGATING COMPANY, a California corporation, does hereby (a)REMISE, RELEASE AND FOREVER QUITCLAIM unto AZUSA LAND PARTNERS,LLC, a Delaware limited liability company,that certain real property more particularly described on Exhibit"A" attached hereto and by this reference incorporated herein (the"Property") and (b) irrevocably waive, release, cancel and terminate any and all rights and/or claims it may have of record or otherwise with respect to said Property described on Exhibit"A", as they relate to those certain easements and rights of use contained in those certain agreements, deeds, documents and/or instruments recorded on,(i) September 11, 1883 in Book 108, Page 431 of Deeds, (ii) November 2, 1889 in Book 607, Page 138 of Deeds, (iii)July 28, 1915 in Book 6091, Page 83 of Deeds, (iv)January 30, 1917 in Book 6433, Page 45 of Deeds,(v)January 30, 1917 in Book 6399, Page 271 of Deeds, (vi) February 6, 1917 in Book 6411, Page 241 of.6eeds, (vii)January 27, 1926 in Book 4564, Page 154 of Official Records, ('viii)October 29, 1964, as Instrument No. 3 5108 of Official Records, (ix) March 8, 1967, as Instrument No. 1694 of Official Records and (x) April g, 1904, in Book 2016, Page 53 of Deeds, all of the County of Los Angeles, State of California. i This conveyance is made SUBJECT TO all other covenants, conditions, restrictions, reservations, rights, rights-of-way and easements remaining of record or apparent, each and every one of which is hereby expressly incorporated herein by reference as though set forth herein in full. [Balance of this page intentionally left blank) TpFILESSWP511DL8VZVSA%CDVINA CANAL 000.00C QUITCLAIM DEED 05QM 1 J i 039 IN WITNESS WHEREOF, the kndersigned haexecuted this Quitclaim IT and Cancellation of Easements as of the s2!:--daY of 1 Grantor. cOVINA IRRIGATING COMPANY, a Califorroratlon Print —IkJfAU i, ' —S rint Namee: DE Print Title: STATE Or CALIFORNIA ss COUNTY OF LOS ANGELES ) _ Lira G. 1 '` On U zQgq , bef°{�e mem who personally appeared person whose name is subscribed proved to me on the basis of satisfactory evidence to b,�e tt;,,he p exec uted to the within instrument and ackn wledged con the Instrument ument thetperson, o the entity authorized capacity, and that by is tier signature upon behalf of whi ch the:person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. [SEAL] signature riUNDAg ,,. .u!.`!av+ Corr +��typ�,1M � ti NokaY N1dNC`CcMroMfa'' _ ,toMi��iMCPtr!tN . pezmt 29, . QUITCLAIM DEED T�1LEB1WP511DLBv,US 1COVINA CANAL OCOAOC 05IFCW 2 040 Legal Description of Property Lots 1 through 50, inclusive, and Lots A through N, inclusive, of Tract No. 62150 in the City of Azusa,County of Los Angeles, State of California, as shown on a Map thereof filed in Book 1311, Pages 28 through 50 of Maps,in the Office of the County Recorder of said Los Angeles County. EXCEPTING THEREFROM, Lots A, B and C of Tract No. 054057-11, in the City of Azusa, County of Los Angeles, State of Carifornia, as shown on a Map thereof filed in Book 1333;Pages 57 through 63 of Maps, in the Office of the County Recorder of said Los Angeles County, I T.W1LEMWP51WLS%AZUSA%C0VINA CANAL OCD-DOC QUITCLAIM DEED Exhibit"A" 041 RECORDING REQUESTED BY ) ) } } AND WHEN RECORDED MAIL TO: ) l Azusa Land Partners, LLC ) c/o PLC ) 19 Corporate Plaza Drive ) Newport Beach, CA 92650 ) Attn., Robert Trapp ) DOCUMENTARY TRANSFER TAX-NONE (Space Above for Recorders Use) The Undersigned Grantor Consideration Less Than$100.00 Signature of Declarant or R&T Code Section 11911 or Agent Determining Tax EASEMENT DEED AND ASSIGNMENT Portion of Lot 36- Tract No. 062150 AZUSA LAND PARTNERS, LLC, a Delaware limited liability company("Grantor"), does hereby grant to COVINA IRRIGATING COMPANY, a California corporation ("Grantee"), a non- exclusive easement and right-of-way (the "Easement") upon the terms and conditions.hereof, on, over, under and across the real property more particularly described In Exhibit "A"and shown on Exhibit "B"attached hereto(the"Easement Area"), for the placement, operation, maintenance,repair and replacement of the water pipeline and related facilities located within such Easement Area (the"Improvements"), subject to the following: 1. Easement Rights. Grantee shall have the right from time-to-time in the Easement Area to maintain, repair, renew, replace, protect, inspect, operate, modify and/or remove the Improvements;provided, however; in the event the Improvements, or any portion thereof, are removed from the Easement Area and not replaced with substantially similar Improvements within a reasonable time (in any case not to exceed 180 days), then this Easement shall automatically terminate with respect to such portion of the Easement Area from which such Improvements were so removed. 2. Costs and Expensesllndemnification. The operation, maintenance, repair, replacement, inspection, removal and servicing of the Improvements shall be at Grantee's sole cost and expense, Grantee agrees to Indemnify, protect,defend and hold Grantor and Grantor's members, officers, directors, shareholders, partners, employees, agents and representatives harmless from any claim, foss, damage, liability, lien, cost and/or expense (including attorneys'fees and court costs)arising out of or in any related to(i)the entry upon the I Easement Area and/or. (ii)the operation, maintenance, repair, replacement, inspection,.removal FiFILESlw 5l1 B1AZUSAKOA14AOANAL ESM.DOC EASEMENT DEED 1 12MMS(LOr M ONLY-IRACI 06150) 1 j 042 and servicing of the Improvements by Grantee, its employees, contractors, subcontractors, representatives, agents and/or assignees. 3. Severability. In the event that any provision hereof, or the application hereof to any person or under any circumstance, is determined to be invalid or unlawful, or unenforceable to any extent,then to such extent, suc h provision shall be deemed severed herefrom. However, the application of such provision to any other persons or entities or under any other circumstance other than those as to which it is determined to be invalid, unlawful or unenforceable is valid, lawful and enforceable, and every remaining provision hereof shall continue in full force and effect, 4. Entire Agreement. This Instrument constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no other oral or written agreements between the parties concerning the subject matter of this instrument; provided, however, that this conveyance is made SUBJECT TO all covenants,conditions,restrictions, reservations, rights, rights-of-way and easements of record or apparent. 5. Binding Effect. The provisions of this Easement shall inure to the benefit of and shall be binding upon the parties hereto and their respective legal representatives,successors and assigns. [Balance of this page intentionally left blank] F.V1LE1&WP511DL5WZUSA'GOVINA CANAL CSG DOC EASEMENT DEED I ZM3 ®(LOT]S ONLY-TRACT 051501 2 043 IN WITNESS WHEREOF, the parties heretR have execute ohispreement, and gree to be bound by its fermis and conditions, as of the_day of ^' , 200 . Grantor: AZUSA LAND PARTNERS, LLC, a Delaware limited liability company By: PLC Azusa Land Investment, LLC, a Delaware limited liability company, its Administrative Members By: � � Its: Grantee: COVINA IRRIGATING COMPANY, a California corporation By: _ Name: Title: • ? _ i G 1 FIFILESWP51OL01A2VSACOVINA CANAL ESM.0OC EASEMENT DEED 17l03ffl(LOT 36 ONLY-TRACT 06150) 3 044 STATE OF CALIFORNIA } )ss. COUNTY OF ORANGE } On , 200 befor a me, personally appeared who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to m e that he/she executed the same in his/her authorized capacity,and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. [SEAL] Signature _ STATE OF CALIFORNIA } )ss. COUNTY OF LOS ANGELES } ,1 /] On`Tunes 2 2/)09 , befor a me, _Lim, 01 > f�r1 N 0 1 Z W4J,J19 personally appeared vlr3_�P.��`YJ5 who proved to the on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to m e thatOshe executed the same in®1i her authorized capacity, and that by&her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal: Signature LIMQA G.LOCM Gaftoft n•160.1442 NuftYRbk;c 9fOrAct O61nMR Z9: FIFILESIWP5110LBW USA`COVINA CANAL ESM.000 EASEMENT DEED 1 ZM1 ILOT]S ONLY-TRACT 06150j 4 045 RBF Consulting 14725 Alton Parkway Irvine,California 92618 April 27,2007 EMRIT"A" JN 10-103800 Page I of 1 LEGAL DESCRIPTION WATER PIPE LINE EASEMENT IN LOT 36,TRACT NO. 062150 That portion of Lot 36 of Tract No. 062150 in the City of Azusa, County of Los Angeles, State of California as shown on a map thereof filed in Book 1311,Pages 28 through 50 of Maps,in the Office of the County Recorder of said Los Angeles County,described as follows: I COMMENCING at the intersection of the northeasterly line of said Lot 36 with the northwesterly line of Azusa Veterans Way as shown on Tract No. 54057-1 filed in Book 1312, Pages 39 through 47 of Maps, in the Office of the County Recorder of said Los Angeles County; thence along said northwesterly line South 49025100"West 290,69 feet to the TRUE POINT OF BEGINNING; thence North 176209" West 111.68 feet to a point on a non-tangent curve concave northwesterly and having a radius of 50.00 feet, a radial line of said curve from said point bears North 3265218" West;. thence along said curve southwesterly 20.19 feet [Brough a central angle of 2300748" to a line parallel with and 20.00 feet southwesterly of said course herein above described as "North 17°20'39" West 111.68 feet'; thence non-tangent from said curve along said parallel line South 172039" East 118.88 feet to said northwesterly line; thence along said northwesterly line North 49°25'00" East 21.77 feet to the TRUE POINT OF BEGINNING. SUBJECT TO all Covenants,Rights,Rights-of-Way and Easements of Record. EXHIBIT"B" attached and by this reference made a part hereof. t _ �pNo sG_ � Gregory A. Helmer, L.S. 5134 S�pNv A. Valld Through 1 , 6/30!07 � t7F CfU��QL i IiApfata\10103600woM IM cp1A38001g1043.dm I 046 TRACT NO, 062150 M.B. 1311 -28-50 LOT 37 6=23007'48" R=50.00' / L=20.18' / P.O.G. / N32`52'18"w _N09°.4430"W� moi'--(RAO)-- �/ 20, LOT 36 I 2 / 0 T.P.b.13. Q IN /\ / I Y4, / / / LOT 39 610, / TRACT NO. 062150 / M.B. 1311 -28-50 �p•�j) _ ��..{( flIq(fl SHEETI OFI SHEET ] EXHIBITT" 5 • oca ....iaucnoN MUCH M ACDDMPANv A IE=DeSMPTIM FORA ■ • ■ rM+E CA1.wwe�ePa AY WATER PIPE LINE EASEMENT CON 5 L LTI N G za V2 . FAX 6"m".•.•Jwp.. � IN COT S6,TRACT N0.062150 APRIL 27 2007 J.N. 10-103800 H:\PDATA\10103800\GAOD\MAPPING\EM[BITS\3800Ex088.DW0 JWP 4/27/079.01 pn 047 RECORDING REQUESTED BY ) ) AND WHEN RECORDED MAIL TO: ) Azusa Land Partners, LLC ) c/o PLC ) 19 Corporate Plaza Drive } Newport Beach, CA 92660 ) Attn: Robert Trapp ) (Space Above for Recorder's Use) DOCUMENTARY TRANSFER TAX-NONE The Undersigned Grantor Consideration Less Than $100.00 Signature of Declarant or R&T Code Section 11911 or Agent Determining Tax EASEMENT DEED AND ASSIGNMENT Portions of Lots 35 and 36 - Tact No.062150 AZUSA LAND PARTNERS, LLC, a Delaware limited liability company ("Grantor"), does hereby grant to COVINA IRRIGATING COMPANY, a California Corporation ("Grantee"), a non- exclusive easement and right-of-way(the"Easement") upon the terms and conditions hereof, on, over, under and across the real property more particularly described in Exhibit"A" and shown on Exhibit"B"attached hereto (the"Easement Area"), for the placement, operation, maintenance, repair and replacement of the water pipeline and related facilities located within such Easement Area(the "IMprovements`), subject to the following: 1. Easement Rights. Grantee shall have the right from time-to-time In the Easement Area to maintain, repair, renew, replace, protect, inspect, operate, modify and/or remove the Improvements; provided, however, in the event the Improvements,or any portion thereof; are removed from the Easement Area and not replaced with substantially similar Improvements within a reasonable time (in any case not to exceed 180 days),then this Easement shall automatically terminate with respect to such portion of the Easement Area from which such Improvements were so removed. 2. Costs and Expenses/Indemnification. The operation, maintenance, repair, replacement, inspection, removal and servicing of the Improvements shall be at Grantee's sole cost and expense. Grantee agrees to indemnify, protect, defend and hold Grantor and Grantor's members; officers,directors, shareholders, partners, employees, agents and representatives harmless from any claim, loss, damage, liability, lien, cost and/or expense (including attorneys'fees and court costs)arising out of or in any related to (t)the entry upon the Easement Area and/or (ii)the operation, maintenance, repair, replacement, inspection, removal F.AFILE%WP5110Le1AZUSA$C0VINA CANAL ESM.DOC EASEMENT DEED 12MMS(LOTS 15 AND X.TRACT 062158) 1 048 and servicing of the Improvements by Grantee, its employees, contractors, subcontractors, representatives, agents and/or assignees. 3. Severability. In the event that any provision hereof, or the application hereof to any person or under any circumstance, is determined to be invalid or unlawful, or unenforceable to any extent, then to such extent, suc h provision shall be deemed severed herefrom. However, the application of such provision to any other persons or entities or under any other circumstance other than those as to which it is determined to be Invalid, unlawful or unenforceable is valid, lawful and enforceable, and every remaining provision hereof shall continue in full force and effect. 4. Entire Agreement. This instrument constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no other oral or written agreements between the parties concerning the subject matter of this instrument; provided, however, that this conveyance is made SUBJECT TO all covenants, conditions, restrictions, reservations, rights, rights-of-way and easements of record or apparent. i fi. Binding Effect. The provisions of this Easement shall inure to the benefit of and shall be binding upon the parties hereto and their respective legal representatives,successors and assigns. [Balance of this page intentionally left blank] FOFILW WP511DLWZUSA%COVINA CANAL ESM.00C EASEMENT DEED 12/03X18(LOTS 35 AND]6-TRACT 052150) 2 049 IN WITNESS WHEREOF,the parties herefghave execute 'this Agreement, and ragree to be bound by its terms and conditions, as of the_day of "kE- 206 . Grantor: AZUSA LAND PARTNERS, LLC, a Delaware limited liability company By: PLC Azusa Land Investment, LLC, a Delaware limited liability company, its Administrative Member �- By; ?" eyf Its: `t�Jct* -, f ej . Grantee: COVINA IRRIGATING COMPANY, a Californiaco po tion By, Name: V Title: Rte t (I( 3 I F.f ILES\WP511DLMZUSALCOVINA CANAL ESM.DOC EASEMENT DEED 12103,08(LOTS 35 AND 38-TRACT 0821 W) 3 050 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On . 200_, befor a me; personally appeared who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Cal ifornia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. [SEAL] Signature STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) n On TtAnc, 200, befe me,_i Ando personally appeared �N/i4' 'Srt a6t5 who proved to me on the basis of satisfactory evidence to�be the person whose name is subscribed to the within instrument and ackn wledged to m e tha hOahe exec utod the same i Iii her authorized capacity, and that b hj lher signature on the instrument the person, or the entity upon behalf of whi ch the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Cal ifornia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 1— Signature ur�o.w Corrurwaan rt taobwf r Normy WtiOc•�oYiomii taCatrW tirlyCarrrn lig. f^FILEMP511DUMAZUSA1COViNA CANAL ESM.DOC EASEMENT DEED 12103108(LOTS 35 AND 36•PRACT 082150( q , 051 RBF Consulting 14725 Alton Parkway Irvine,California 92618 October 22,1008 EXHIBIT"A" JN 10103800 Page 1 of 1 LEGAL iDE13CRIPTION WATER PIPELINE EASEMENT OVER LOTS 35& 36,TRACT NO.062150 That certain parcel of land situated in the City of Azusa, County of Los Angeles, State of California, being that portion of Lots 35 and 36 of Tract No, 062150 as shown on a map thereof filed in Book 1311, Pages 28 through 50 of Maps in the Office of the County Recorder of said Los Angeles County, described as follows: COMMENCING at the intersection of the northeasterly line of said Lot 35 with the northwesterly right-of-way line of Azusa Veterans Way as shown on a map of Tract No. 054057-1 filed in Book 1312; Pages 39 through 47 of Maps in said Office of the County Recorder of Los Angeles" County; thence along said northwesterly right-of way line South 49025'00" West 290.69 feet; thence leaving said northwesterly right-gf way line North 17°20'39".West 111.68 feet to the TRUE POINT OF BEGINNING; thence continuing North 17020'39" West 44.35 feet; thence North 4502810" West 156.78 feet to the beginning of a tangent curve concave northeasterly and having a radius of 240.00 feet; thence along said curve northwesterly 103.49 feet tluough a central angle of 24042'26'; thence tangent from said curve North 20045'44"West 65.59 feet to the southerly right-of--way line of Vosburg Drive as shown on said Tract No. 054057-1; thence along said southerly right-of-way line through the following courses: South 69°14'16" West 10.00 feet; thence North 20°45'44" West 7.58 feet; thence South 69'14'16" West 10.00 feet; thence leaving said southerly right•of-way line South 2014544" East 73.17 feet to the beginning of a tangent curve concave northeasterly and having a radius of 260.00 feet; thence along said curve southeasterly 112.12 feet through a central angle of 2404226'; thence tangent from said curve South 45028'10" East 151.77 feet; thence South 1712099" East 40.72 feet to a point on a non-tangent curve concave northwesterly and having a radius of 50.00 feet, a radial line of said curve from said point bears North 09044'30"West; thence along said curve easterly 20.18 feet through a central angle of 23007'48" to the TRUE POINT OF BEGINNING, SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of Record. EXHIBIT"B"attached and by this reference made a part hereof. �J co A Gregory A. Hehner, L.S. 5134 vatld Through H:1Pon1a110103800UDMiNVegaW38001g1a57.doc i f Q5� i DATA TABLE O�--BRNG/DELTA RADIUS ---LENGTH i N17'20'39"H 111.68' 2 N17'20'39'H 44.35' 3 N45'28'10"H -- 156.78' 4 24'42'28" 240.00' 103.49' 5 N20'45'44"W - 65.59' 6 S69'14'16'H 10.DO' i 6 5 7 1,120'45'44"H -- 7.56' ' I� �8 1 8 520'45'44"E -- 73.0' 9 24'42'26" 260.00' 112.12' LOT 35,A- \ 10 S45'28'10"E -- 151.77' \ 11 S17*20'39`E 40.72' \ 12 23'07'48" 50.00' 20.18' LOT \ 44 C� 36 m' TRACT No. 052150 LOT 37 J P' P O.C. iRl ' 10 �� � `-LOT 36 N00 44'50'W \� ti O/ T,P.6.9 �S32(RAD)8"E ` ^S / y O 12 tQ M.S. 131 1-28=50 15 60, 09/ - LOT 36 LOT 39 / TRACT N0. 0 .B. M 1311--28--528-5 0 EXHIBIT npa S10TTOH TO ACOOM PANY AA LEGAL DESMPfgN FOR SHEET 10F 1 SHEET IIIQ ' - - vis»w.o a oeeic» i e2»a+nucvo» WATER PIPE LINE EASEMENT OVER LOTS 35$38 - e ■ e Naa!AOM Pm Y r�wmE,cur- mmme-moia TRACT NO.082756 CONSULTING s+9472352s•Fnzemsnusam. OCTOBER 22 2006 J.N. ID-105600 Ni�f'DATA tOt OJ800 ClDO�IIhcPIpC\E>ill�TS\3500E%089A8W0 TSR 10/23/08?.50 om 053 RECORDING REQUESTED BY ) } ) AND WHEN RECORDED MAILTO: ) Azusa Land Partners; LLC ) c/o PLC ) 19 Corporate Plaza Drive ) Newport Beach, CA 92660 ) Attn: Robert Trapp ) (Space Above for Recorders Use) DOCUMENTARY TRANSFER TAX-NONE The Undersigned Grantor Consideration Less Than $100.00 Signature of Declarant or R&T Code Section 11911 or Agent Determining Tax EASEMENT DEED Temporary Connection AZUSA LAND PARTNERS, LLC,a Delaware limited liability company ("Grantor"),does hereby grant to COVINA IRRIGATING COMPANY, a California corporation("Grantee"), a non- exclusive easement and right-of-way (the"Easement")upon the terms and conditions hereof, on, over, Under and across the real property more particularly described in Exhibit"A" and shown on Exhibit"S" attached hereto(the "Easement Area"), for the installation, operation, maintenance and/or repair of a temporary water pipeline and related facilities locatedwithin such Easement Area(the"Temporary Improvements")as contemplated and shown as the "temporary connection" in that certain Memorandum of Understanding by and between Grantor and Grantee and dated Apr it 15, 2005(the"MOU'), subject to the following: 1. Easement Rights. Grantee shall have the right from time-to-time in the Easement Area to install, operate; maintain and/or repair the Temporary Improvements; provided, however, in the event the Tem porary Improvements,or any portion thereof, are removed from service by grantee and not used in Grantee's daily water delivery operations for a period of more than twenty (20) consecutive days, than the Easement shall automatically terminate and be of no further force or effect. 2. Costs and EztsenspSftndemnificatioq. The installation, operation, maintenance and/or repair of the Temporary Improvements shall be at Grantee's sole cost and expense. Grantee agrees to Indemnify, protect, defend and hold Grantor and Grantor's members, officers, directors, shareholders, partners,employees, agents and representatives harmless from any claim, loss, damage, liability, lien, cost and/or expense(including attorneys'fees and court costs) arising out of or in any related to (i) the entry upon the Easement Area and/or (il)the F1FILES�WP511OLBIAN3AICOVINA CANAL ESMMOC EASEMENT DEED 05!26109(TEMPORARY CONNECTION) 1 054 installation, operation, maintenance and/or repair of the Temporary Improvements by Grantee, its employees,contractors, subcontractors, representatives, agents and/or assignees. 3, Termination9f asement/[ emov of Temporary Imorovements. In addition to the termination of the Easement as provided in Section 1 above, the Easement shall automatically terminate and all rights of use of the Easement and Easement Area shall cease and be of no further force or effect upon the activation of the O Street segment connecting Portion B to Portion A of the pipeline as shown on Exhibit "A"of the MOU. Grantee shall, within five(5) business days of receipt of written request from Grantor, execute and deliver to Grantor the Easement Termination in substantially the form attached hereto as Exhibit "C". Grantor shall be responsible for the removal of any Temporary Improvements. 4. Severability. In the event that any provision hereof, or the application hereof to any person or under any circumstance,is determined to be invalid or unlawful, or.unenforeeable to any extent, then to such extent, such provision shall be deemed severed herefrom. However, the application of such provision to any other persons or entities or under any other circumstance other than those as to which it is determined to be invalid, unlawful or unenforceable is valid,lawful and enforceable, and every remaining provision hereof shall' continue in full force and effect. 5. Entire Agreement. This instrument constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no other orator written agreements between the parties concerning the subject matter of this instrument; provided, however, that this conveyance is made SUBJECT TO all covenants, conditions, restrictions, reservations, rights, rights-of-way and easements of record or apparent. 6. Binding.Effect. The provisions of this Easement shall inure to the benefit of and shall be binding upon the parties hereto and their respective legal representatives, successors and assigns. [Balance of this page intentionally left blank] F9FII.ES\WP5110L81AZU9.AICOVINA CANAL ESM.000 EASEMENT DEED OWNM(TEMPORARY CONNECTION) 2 055 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, and agree to be bound by its terms and conditions, as of theA�day of �LtoP� , 2009. Grantor: AZUSA LAND PARTNERS, LLC, a Delaware limited liability company By: PLC Azusa Land Investment, LLC, a Delaware limited liability company, its Administrative Member By;. n JI'Tepp Its: Vrr+e Grantee: COVINA IRRIGATING COMPANY, a California corpatiori , By: I Name: Title: — s—'11p�'�a _ 7 i ( i 1 F.FILESIWP51'DLBl42VSA1COVINA CANAL ESM.DOG EASEMENT DEED 0512M9(TEMPORARY CONNECTION) g 059 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , 2009, befor a me, personally appeared who proved to me on the basis of sat!sfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to methat he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person,or the entity upon behalf of which the person acted, executed the instrument, I certify under PENALTY OF PERJURY under the laws of the State of Cal ifornia that the foregoing paragraph !s true and correct: WITNESS my hand and official seal. i [SEAL] Signature STATE OF CALIFORNIA ) )ss. COUNTY OF LOS ANGELES ) On JUrt✓ Z,_ 2QO9; before me, _qtr d2 a. L-69DPy lU6 Cil f p personally appeared dy)h be Tf5CL5 who proved to me on the basis of satisfactory evidence to b the person whose name is subscribed to the within instrument and acknowledged to ma tha hli e"e executed-the same in N #ter authorized capacity, and that by(61 )4� signature on the instrument the person, or the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct, WITNESS my hand and official seal, - ,_—— Signature / r LINDA G.LOGAN Caenmlplan# 1603402 ++sari ih1bl C-CGRO(rhe LM Ngate!County */Corlm g2v,2 FTILESWP51\DLSW2USATCOVINA CANAL ESM.000 EASEMENT DEED 05rfl"(TEMPORARY CONNECTION) 4 057 RECORDING REQUESTED BY ) ) ) AND WHEN RECORDED MAIL TO: ) Azusa Land Partners, LLC ) c/o PLC ) 19 Corporate Plaza Drive j Newport Beach, CA 92660 ) Attn: Robert Trapp ) (Space Above for Recorders Use) DOCUMENTARY TRANSFER TAX-NONE The Undersigned Grantor Consideration Less Than $100.00 Signature of Declarant or R&T Code Section 11911 or Agent Determining Tax EASEMENT TERMINATION AND QUITCLAIM DEED Temporary Connection This Easement Termination and Quitclaim Deed is made on this,,day of :ruOC., ,20q, by COVINA IRRIGATING COMPANY,a California corporation ("Grantee"), with respect to the following: RECITALS A. Grantee is the holder of the Easement over the Easement Area for the purposes installation, operation, maintenance and/or repair of the Temporary Improvements [as those terms are used and defined in that certain Easement Deed, recorded on 2009,as Instrument No. in the Offic iaf Records of Los Angeles County, California(the"Easement Deed")]. B. The Easement is no longer in effect and Grantee desires to acknowledge the same and to quitclaim and release any further rights arising out of the Easement. Now, therefore, in consideration of the above Recitals and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Grantee hereby ('i) acknowledges that Grantee's righ(s under the Easement have terminated and are no longer of any force or effect. and (il)quitclaims and releases unto the holder(s) of fee title to the Easement Area any and all right, title and/or interest in and to the Easement Area now or heretofore held by Grantee. F.VSLES%W 5110LBWZUSA)COVINA LANAI ESM DOC EXHIBrr"C"TO EASEMENT DEED 05112M CTEMPOWY CONNECTION) 1 058 3 In the event that any provision hereof, or the application hereof to any person or under any circumstance, is determined to be invalid or unlawful,or unenforceable to any extent, then to Such extent, such provision shall be deemed severed herefrom. However,the application of such provision to any other persons or entities or under any other circumstance other than' those as to which it is determined to be invalid, unlawful or unenforceable is valid, lawful and enforceable, and every remaining provision hereof shall continue in full force and effect. This instrument constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no other oral or written agreements between the parties concerning the subject matter of this instrument; provided, however, that this conveyance is made SUBJECT TO all covenants, conditions, restrictions, reservations, rights, rights-of-way and easements of record or apparent. The provisions of this Easement Termination and Quitclaim Deed shall inure to the benefit of and s hall be binding upon the Grantee and its legal representatives, successors and assigns. IN WITNESS WHEREOF,the undersigned has executed this E asement Termination and Quitclaim Deed, and agree to be bound by its terms and conditions, as of the date first written above. Grantee: COVINA IRRIGATING COMPANY, a California cor. ration By: Name: (.- _ Title: imWxr— STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES } I !t (.(� On 20 before me, �1r5G C• 1 �' IUO �ti'`1�jICJ , personally appeared r_�TA�15 �1 .who proved to me on the I basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and 1 acknowledged to me that executed the same in(gher authorized capacity, and that b hi Her signature on the instrumen the person, or the entity upon behalf of which the person acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ]��` lMl�A �G.MAN Signature r � .! C*rxNWon#1603402 i -- liftkip AmNc-CalNemlo WrAr4 W Cour4V MyCdMm.i9�iwAuQiG. F?F1LES%WP51%DLB%A$USAIC0VINA CANAL ESM.DOC EXHI BIT T—rO EASEMENT DEED OW1 LOB(TEMPORARY CONNEOTION( 2 059 Meldi� pne Mato: l.. \_.' By/nWbn A• ��,j \ BeptVailtw M. �—� EIERM M REAVENVE ;.1�. SIERM MWRE/�VENUE A,Aral p.Rsnxan.>�;\\ !/wrap 1 `p\tre\m •µv> i r iatiaww0lf ` MMTrams. I^�ncn. ..,,rte.. / raew�p manotaaw� \ a I.aewrra � a �"eas:erwt-' veerw>� os, Gs, �usevanucwMErrt �wt�AE++rxroNMEWr EC _- --- : � V6ABRIELGNYON ROAp (tsl�r Fes'• YWBREI CAftYON ROW IY_at m-nm�m ZINSMMMOPAOt9A.Nu"S t)E LoGMEHi .i WSIOE MORROVN NERSERVDNELO-M - A.Q V+ i RBF Consulting 14725 Alton Parkway Irvine,California 92618 Revised May 190 2009 April 1,2009 EXHIBIT"A" jN 10-103800 Page 1 of 2 LEGAL DESCRIPTION CANAL AND PIPELINE EASEMENT OVER LOTS 32,33&34,TRACT NO, 062150 Those certain parcels of land situated in the City of Azusa, County of Los Angeles, State of California, being those portions of Lots 32, 33, and 34 of Tract No. 062150 as shown on a map thereof filed in Book 1311, Pages 28 through 50 of Maps in the Office of the County Recorder of j said Los Angeles County, described as follows: PARCEL 1 A strip of land 10.00 feet wide, the centerline of which is described as follows: COMMENCING at the northwesterly, terminus of that certain curve in the centerline of Vosburg Drive shown as being concave northeasterly, having a radius of 490.00 feet and an arc length of 853.43 feet on a map of Tract No, 054057-1 filed in Book 1312, Pages 39 through 47 of Maps in said Office of the County Recorder of Los Angeles County, a radial line of said curve from said point bears North 65047'29" East; thence along said curve southeasterly 107.44 feet through a central angle of 12033'48 thence Ieaving said centerline radially from said curve South 53°13'41" West 27.00 fact to the southwesterly right-ol=way of said Vosburg Drive, said point being the TRUE POINT OF BEGINNING; thence North 71030'59" West 118.64 feet; i thence South 85059101"West 25.94 feet; thence south 40°59'01"West 124.04 feet to the southeasterly terminus of that certain course shown as`North 56°37'18" West 120.20 feet" in the j southwesterly boundary of said Tract No. 062150. Said strip of land shall be lengthened or shortened southeasterly so as to terminate in said southwesterly right-of-way of Vosburg Drive and southwesterly so as to terminate in said southwesterly boundary of Tract No. 062150. CONTAINING: 2693 SQ. FT. i i 061 RBF Consulting Revised May 19,2009 Canal and Pipeline Easement April 1,2009 Over Lots 32,33 & 34,Tract No. 062150 JN 10-I03800 Page 2 of 2 Exhibit"A" f PARCEL 2 COMMENCING at the southeasterly terminus of that certain course shown as "North 56°37118"West 120.20 feet" in the southwesterly boundary of said Tract No. 062150; thence North 40°59'01" East 40.39 feet; thence North 57000'00"West 5.05 feet to a line parallel with and 5.00 feet northwesterly of last mentioned course having a bearing of North 40°59'01" East and described hereinbefore in Parcel 1, said point being the TRUE POINT OF BEGINNING; thence continuing North 57°00'00" West 155.00 feet; thence North 70°32'54"West 105.66 feet; thence North 35°53'12"West 163.78 feet; thence North 16°35'03" East 73.05 feet;thence North 01035103"East 23.60 feet to the northwesterly line of said Lot 32; thence along said northwesterly and southwesterly lines of Lot 32 through the following courses, South 37053'40"West 24.47 feet; thence South 1603.5'03" West 80.44 feet; thence South 35°53'12" East 171.17 feet; thence South 56°48'57" East 1,42.36 feet; thence South 56°37'18" East 115.16 feet to said first mentioned parallel line having a bearing of North 40°59'01" East and passing through the TRUE POINT OF BEGINNING; thence along said parallel line North 40159'01" East 40.35 feet to the TRUE POINT OF BEGINNING. ; f CONTAINING: 12610 SQ, FT. ! SUBJECT TO all Covenants,Rights, Rights-of-Way and Easements of Record. EXHIBIT "B " attached and by this reference made a part hereof. % v NO SG9 A, yF�y z Jt f d� 2ba valid Through Gregory A. Helmer, L.S. 5134 DateW0109 i t i H.)pdamN]0107900VADMINUega)03800191059doc ] f nC I ns� TRACT NO. 062150 LOT is --� LOT 3D \ �C a_ � � S i0 U`l� PfR TRACT NO— SIL �G DR( 7 i M.8. 131 05405)- f % TRACPfbA CR/W y0 ?`39-47 1' ds. ` Sal \, LOT 32 upo 054057 1, g 1VE 131238, 01. PCL. 1 M.8. .1311 -28-50 "no. 54, \ PARCEL 1 J �` S 66' W hX93 SD.FT. . 4 Ao sss g2 ss Ss0��Nz. loo PARCEL 2 , �h ., M1''8 64 12610 SD.FT. �0, / � a <�\ 30 Sg" 3 DATA TABLE ----- - . -- - - --------------SS12jp: 0� 11 - i b? PCL. 1 i NO BRNG/DELTA RADIUS LENGTH �gF -------------------------------------- 5 —LOT 33—) 'LOT 34—' 1 99°47'29° 490.00' 853.43' 2 12633'48° 490.00' 107.44' i P'O.C. 3 S53'13'41"W (RAD) 27.00' / 4 S85°59'01"W — 25.99' PCL.2 yS� 5 N40059'01"E -- 40.39' 6 N57000'00"W -- 5.05' l rte• 7 N16°35'03"E -- 73.05' �� � �A 8 N01°35'03"E -- 23.60' 9 537'53'40"W -- 24.47' vSi j 10 N40'S9'01"E -- 4 10. 35' CPO EXHIBIT °B° \ SMCHTOACCOMPANYA LEG&DESCRIPTION FOR SHEET 10F I SHEET M..+.,wa s oeslaa � eewe.auena.. CANAL AND PIPELINE EASEMENT OVER LOTS$2,33 8134 a „ a Y195 uTW PN AY m CALF09U9w -Wv TRACT NO.02`150 C O N S U LT I N(3 91441955C3. FAX WATIW3• wwP9Fcam R-Vin MAY 19, 2009 APRIL 01 , 2009 JA *-IM800 N:\PUAIA\1010]000\OA00\MAPPWG\E%111&12\9500-EX-201.0n TSP 5/19/09.9:51 01 061 i FM A7USA U4N1 l'e'ATFR CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: JUNE 22, 2009 SUBJECT: AWARD OF CONTRACT FOR PROJECT WV-263, WATER MAIN CEMENT MORTAR LINING PROJECT W-263 RECOMMENDATION It is recommended that the Azusa Utility Board/City Council approve the award of contract in the amount of$1,198,103.50 to J. Fletcher Creamer& Son, Inc. of Sylmar, California, for Water Project W-263 cement mortar relining of approximately 30,000 LF of water pipelines ranging from 20-inch diameter to 4-inch diameter in various streets as specified in the bid documents located in the Cities of Azusa, Covina, West Covina, Irwindale, and the County of Los Angeles. BACKGROUND The Water Division has a program of replacing water mains that are experiencing problems with leaks and that are, for various reasons, experiencing flow and pressure problems. The water mains in this project have leak problems requiring constant repair and excessive manhours spent making the repairs. Instead of replacing the water mains, in its first large scale water main relining project, the Water Division has requested contractors who do cement mortar relining of water pipelines to submit bids for this relining project. Advertisement for Bids for this project was approved at the March 23,2009 Utility Board meeting. Bids were publicly opened May 12, 2009. Two (2) contractors submitted bids. The bids submitted are follows: 1. J. Fletcher Creamer, $1,198,103.50 2. Spiniello Companies, $1,771,462.00 FISCAL IMPACT The fiscal impact of this item is $1,198,103.50. A budget item for this project has been approved by the Board in FY 2008-2009 Capital Budget Account 32-80-000-721-7145/72109A-7145. Prepared by: Chet Anderson, Assistant Director - Water Operations 061 r � AA- IIOMI t Wt�Ft CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES ^� DATE: JUNE 22, 2009 `,� SUBJECT: APPROVAL OF ACCOUNT HOLDER REGISTRATION AGREEMENT WITH WESTERN RENEWABLE ENERGY GENERATION INFORMATION SYSTEM ("WREGIS") RECOMMENDATION It is recommended that the Utility Board/City Council approve Account Holder Registration Agreement ("Registration Agreement") with WREGIS for the purpose of tracking generation of city's renewable resources and authorize the Mayor to execute the Registration Agreement. BACKGROUND In the past several years, the western states including California have enacted legislation and standards to promote the use of renewable resources, i.e. the Renewable Portfolio Standard ("RPS"). One of the critical components in any RPS program is the tracking and verification of the titles to renewable resource generation. The Western Renewable Energy Generation Information System ("WREGIS"), a computerized tracking system, was created to fulfill this role. Commencing on reporting year 2009, all retail providers of electricity who wish to claim a portion of their load to be served with renewable resources will need to make a showing via the WREGIS that such claim is supported by verifiable renewable resource generation and is owned by the retail electricity provider. The use of WREGIS for RPS compliance purposes will become mandatory. The Registration Agreement governs the terms and conditions of the use of the WREGIS by retail electricity providers. Any retail electricity provider will need to execute the Registration Agreement in order to use the WREGIS. 065 FISCAL IMPACT There is an initial registration fee of$1,500 payable to Western Electricity Coordinating Council, the administrator of WREGIS. Thereafter, there is a usage fee of 5 cents/MWh for each MWh of renewable generation registered, tracked, and verified by the WREGIS. Prepared by: Bob Tang, Assistant Director—Resource Management 066 r s WREGIS �r Western Renewable Energy Generation Information System WREGIS ACCOUNT HOLDER REGISTRATION AGREEMENT (Also referred to as the "TERMS OF USE") June 22, 2007 Revised May 1, 2008 Revised August 6, 2008 ii WREGIS Account Holder Registration Agreement Revised August 6, 2008 (� 6 C ry V1 TABLE OF CONTENTS ACCOUNT HOLDER REGISTRATION AGREEMENT OR TERMS OF USE...............................1 (1) Parties...............................................................................................................................3 (2) Acceptance of Terms...........................................................................................:............3 (3) Service Description..........................................................................................................5 (4) Output Reporting..............................................................................................................6 (5) Authorized Users..............................................................................................................6 (6) Grant..................................................................................................................................8 (7) Fees.................................................................................................................................10 (8) Payments and Taxes......................................................................................................11 (9). Late Fees.........................................................................................................................11 (10) Term and Termination................................................................................................12 (11) Ownership and Uses of Data...............................:......................................................13 (12) Intellectual Property...................................................................................................14 (13) Confidentiality.............................................................................................................14 (14) Limited Warranty; Disclaimer of Warranty................................................................17 (15) Disclaimer of Responsibility for Message Boards and Links...................................18 (16) Limitation of Liability; Remedies...............................................................................19 (17) Passwords..................................................................................................................19 (18) Viruses........................................................................................................................20 (19) No Assignment, Transfer, or Encumbrance by Account Holder..............................20 (20) Force Majeure.............................................................................................................20 WREGIS Account Holder Registration Agreement Revised August 6, 2008 068 (21) Default; Remedies; Nonwaiver of Default..................................................................20 (22) Waiver.........................................................................................................................22 (23) Governing Law............................................................................................................23 (24) Dispute Resolution.....................................................................................................23 (25) Audit; Continuing Duty to Report Errors;Audit Standard........................................25 (26) Order of Precedence ..................................................................................................26 (27) Severability.................................................................................................................26 (28) Notices........................................................................................................................28 (29) Capitalized Terms.......................................................................................................28 (30) Entire Agreement........................................................................................................28 ATTACHMENT 1: Definitions.................................................................................................30 iv WREGIS Account Holder Registration Agreement Revised August 6, 2008 069 ACCOUNT HOLDER REGISTRATION AGREEMENT OR TERMS OF USE This Account Holder Registration Agreement (Agreement) is entered into on this date by and between (enter the legal name of the Account Holder) having its principal place of business at (address, city, state and zip) (Account Holder) and the Western Electricity Coordinating Council (WECC), having its principal place of business at 615 Arapeen Drive, Suite 208, Salt Lake City, Utah, 84108-1262. The Account Holder Registration Agreement is abbreviated throughout as "Terms of Use" or "Agreement." Capitalized terms used throughout the document have the meanings given when introduced or in Attachment 1 - Definitions. Recitals WHEREAS: 1. The Western Renewable Energy Generation Information System (WREGIS) is an independent and automated web-based renewable energy registry and tracking system that receives Data on renewable energy generation, creates merchantable renewable energy certificates ("RECs" or "Certificates"), registers the transfer of Certificates within and without the WREGIS system, and allows reporting on such transfers. When used herein, "WREGIS" is meant to encompass all hardware, software, and interfaces that are used in the operation of and/or that comprise the system and are made available to Account Holders by WECC under this Agreement. A Certificate is created in increments of one megawatt hour (MWh) of reported renewable energy generation. 2. WREGIS covers the same geographic region as the Western Interconnection and WECC. WREGIS will issue Certificates for registered renewable energy Generating Units located within the Western Interconnection and for registered renewable energy Generating Units located in states and provinces within WECC. 3. WREGIS is not a trading system for either RECs or energy but instead emulates a banking system. WREGIS Certificates are the currency of the banking system and may be used to verify compliance with state and provincial policy mandates, and to protect the integrity of voluntary green power markets. 4. WREGIS is a joint effort of the Western Governors' Association, the Western Regional Air Partnership and the California Energy Resources Conservation and Development Commission (Energy Commission), 1 WREGIS Account Holder Registration Agreement Revised August 6, 2008 r� 0 ( 0 collectively known as the Founding Sponsors. WECC has agreed to be the institutional home of WREGIS, and the Energy Commission has agreed to provide funding for WREGIS development and initial operations at WECC. WREGIS is intended to be financially self-supporting through fees paid by Account Holders. 5. A goal of WREGIS is to provide accurate and reliable Certificates reflecting actual renewable energy generation. WREGIS is intended to be policy neutral and will not determine whether Certificates are eligible for particular regulatory programs or voluntary markets. 6. Another goal of WREGIS is to protect against double or multiple counting of the same renewable energy. The Energy Commission is sponsoring WREGIS to meet California's legislative mandates to ensure that renewable generation output sold in California is counted only once for the purposes of the renewables portfolio standard (RPS) in California or any other state. 7. WREGIS is not intended to establish legal title to Certificates but instead to accurately track who is registered as possessing Certificates. Persons must address any issues regarding ownership or security interests in the Certificates outside of WREGIS. 8. Any person who wishes to use WREGIS must register as an Account Holder and establish an account within WREGIS. 9. All Account Holders must enter into this Agreement with WECC before using WREGIS. Only Account Holders may create or register Certificates. 10. WECC administers WREGIS consistent with WECC's Bylaws and reliability mission, and is subject to obligations set forth in a contract between WECC and the Energy Commission, which is posted at the WREGIS Website: www.wregis.org. 11. WREGIS is governed by the WREGIS Committee, which is a committee of the WECC Board of Directors, and is established under WECC's.Bylaws. A Charter approved by the WECC Board of Directors authorizes governance by the WREGIS Committee. The WREGIS Committee represents both industry and governmental interests. 12. The WREGIS Director oversees the day-to-day operations of WREGIS. The WREGIS Director is employed by WECC to manage WREGIS on behalf of WECC. The WREGIS Director is assisted by the WREGIS Staff and where necessary, contracts with service providers to perform the program and administrative operation functions needed to support the information system and WREGIS participants. Initially, the Energy 2 WREGIS Account Holder Registration Agreement Revised August 6, 2008 071 Commission has contracted with APX, Inc. to provide the software (including technical operations and maintenance) and to host web services for the software. 13. WREGIS accounts can be accessed only by using the secure WREGIS Website. An Account Holder must be approved by the WREGIS Director, must agree to this Agreement, must abide by the Operating Rules, must follow applicable Interface Control Documents, and must pay the fees required by this Agreement. An Account Holder will be able to access its WREGIS accounts and Data.on the WREGIS Website by logging into WREGIS using its username and password. 14. Some Generator Owners or their duly authorized agents may agree with their Balancing Authority for the Balancing Authority to act as their Qualified Reporting Entity in order to report their respective Output to WREGIS. A Balancing Authority Account Holder may report Output on behalf of Generator Owners or their duly authorized agents that have designated the Balancing Authority Account Holder as their Qualified Reporting Entity. 15. This Agreement states the terms and conditions for registering renewable energy Generating Units and establishing an account with WREGIS. NOW, THEREFORE, acknowledging that the success of WREGIS will depend on the truth, accuracy and completeness of the declarations made below and on these terms and conditions, the undersigned agree and represent that: (1) Parties This is a binding contract between the Account Holder and W ECC. Account Holder and WECC are individually referred to herein as "Party' and collectively as 'Parties." (2) Acceptance of Terms a. Account Holder's use of WREGIS (including the secure WREGIS Website located online at www.wregis.orq) is subject to the following Agreement (and as it may be modified from time to time). b. Subject to the provisions of Section 2(e), by accessing its account through the secure WREGIS Website, Account Holder accepts and agrees to be bound by this Agreement. Account Holder's use of WREGIS is governed by the version of the Agreement in effect on the date the WREGIS 3 WREGIS Account Holder Registration Agreement Revised August 6, 2008 o72 Website is accessed by Account Holder. Account Holder agrees to comply with the requirements of this Agreement and, in the event of a failure to comply, agrees to be subject to the default and termination provisions of this Agreement. WECC will maintain a copy of the current version of this Agreement on the WREGIS Website. c. Subject to the provisions of Section 2(e), by signing this Agreement, Account Holder is also subject to the WREGIS Operating Rules in effect on the date the secure WREGIS Website is accessed by Account Holder. Account Holder agrees to comply with the requirements of the Operating Rules and, in the event of a failure to comply, agrees to be subject to the default and termination provisions of this Agreement. Each and all of the provisions of the Operating Rules are hereby incorporated by reference into this Agreement as though set forth fully herein. WECC will maintain a copy of the current version of the Operating Rules on the WREGIS Website. d. Subject to the provisions of Section 2(e), by using WREGIS, Account Holder is also subject to the protocols of the Interface Control Documents in effect on the date the secure WREGIS Website is accessed by Account Holder. Account Holder agrees to comply with the requirements of the applicable Interface Control Document and, in the event of a failure to comply, agrees to be subject to the default and termination provisions of this Agreement. Each and all of the provisions of the Interface Control Documents are hereby incorporated by reference into this Agreement as though set forth fully herein. WECC will maintain a current copy of the Interface Control Documents on the WREGIS Website. e. WECC or its successors in interest, if any, may modify or amend this Agreement, Operating Rules, or Interface Control Documents at any time, upon providing (1) a minimum of 15 days prior written notice to the Account Holder if such modification or amendment is a technical change necessary for the continued operation of WREGIS and, (2) a minimum of 60 days prior written notice to the Account Holder for any other proposed modification or amendment. Such notices shall contain the terms of the proposed modification or amendment. If practicable, such process shall (a) provide for at least a 30-day period for consideration of the proposed amendment prior to its adoption and, (b) afford each Account Holder with a reasonable opportunity to participate in such proceedings. Account Holder agrees that by accessing its account through the secure WREGIS website—after having received appropriate written notice of the modification of the Agreement, Operating Rules, or Interface Control Documents in accordance with this Section 2—Account Holder signifies agreement to be bound by the modified Agreement, Operating Rules, and Interface Control Documents. 4 WREGIS Account Holder Registration Agreement Revised August 6, 2008 073 f. If at any time Account Holder no longer agrees to this Agreement, the Operating Rules, and the Interface Control Documents—as each is currently written or as they may be modified in the future—Account Holder shall provide written notice to WECC, in accordance with Section 10(c), of its termination of this Agreement and shall cease to access or otherwise use WREGIS and the secure WREGIS Website, but shall be entitled to a final statement of the Account Holder's account and other information reasonably requested by the Account Holder, including an accounting of the number of Certificates attributable to the Account Holder. (3) Service Description a. WREGIS is an independent, automated, web-based, renewable energy registry and tracking system that receives Data on renewable energy generation, logs generation Data, allows for the review and/or dispute of Output, uses the Output for issuing WREGIS Certificates and tracks, via Certificates, renewable energy transactions occurring within the Western Interconnection. b. WREGIS allows for differentiated roles and permissions for various types of authorized Account Holders of the system as to management of accounts, Data access and reporting as more fully specified in the Operating Rules. c. WREGIS will produce electronic Certificates based on Output. A WREGIS Certificate represents all of the attributes from one MWh of electricity generation from a renewable Generating Unit registered with the WREGIS tracking system. One Certificate will be created for each whole MWh of renewable energy that is produced. d. Each account will have sub-accounts established to allow the Account Holder to transfer Certificates. The rules on sub-accounts are specified in the Operating Rules. e. Account Holder agrees that WREGIS does not establish legal title to Certificates in any form. Any issues that might arise regarding the ownership or security interest in Certificates, or whether the transferred Certificate is considered a 'forward contract' under the laws of a state or the laws of the United States, will be addressed by the Account Holder outside of WREGIS. WECC will not address any such ownership issues or have liability with respect to any such ownership issues. 5 WREGIS Account Holder Registration Agreement Revised August 6, 2008 074 (4) Output Reporting a. WREGIS issues Certificates only for Output. It is the responsibility of the Generator Owner and/or its agent to supply Output in accordance with the timelines incorporated in the WREGIS Operating Rules. If the Qualified Reporting Entity, designated reporting entity (using protocols described in an Interface Control Document), a Self-Reporting Interface, or Account Holder or its Agents or assigns fails to supply all required Output on registered Generating Units to WECC according to the dates specified in the Operating Rules, the Account Holder and Generator Owner will automatically be notified of the missing Output. The WREGIS Director may request submission of reasonable and consistent supplemental or additional Data from the Account Holder responsible for the Generating Unit in order to secure the missing Output. b. If the WREGIS Director determines that Data from an Account Holder is required for the determination of compliance by another Account Holder with this Agreement, Operating Rules, or Interface Control Documents; the WREGIS Director shall so notify the Account Holder and the Account Holder shall have 30 days from such notice, or a mutually agreeable extension thereof, to provide the requested Data to the WREGIS Director. An Account Holder may also request the WREGIS Director to request from another Account Holder, Output or Data required for the requesting Account Holder's compliance; however, such a request shall not relieve the Account Holder of any obligations to provide requested Output. c. If any Data is requested of Account Holders that is not listed in Section 13(b) or Section 13(c), such request will first be submitted to the WREGIS Committee for review and action. The WREGIS Committee will notice and hold a public WREGIS Committee meeting to discuss the request and will make a determination of the confidentiality status of any new Data being requested. If approved, the request is subject to the WREGIS change control procedure as detailed in the Operating Rules. (5) Authorized Users a. An Account Holder can be any Person with the capacity to sue or be sued under the law of a state or a federal government. An Account Holder may include one or more of the following types of organizations or entities: Generating Unit owner or representative, Generator Unit aggregator, community choice aggregator, small utility aggregator, investor-owned utility (IOU), municipal utility, rural electric cooperative, irrigation district, electricity service provider, joint power authority, retail marketer, broker, tribal organization, customer-owned utility, public interest organization, 6 WREGIS Account Holder Registration Agreement Revised August 6, 2008 075 federal marketer/power administration, wholesale marketer, state program director, provincial program director, qualified independent party, Balancing Authority, other load serving entity, 'or other legal entity. b. An Account Holder who has account Registration and permissions for an account may designate a Person outside of the Account Holder's organization to serve as an Agent or other authorized user on the account. This is accomplished by the Account Holder submitting a Notice of Agent Designation. The Agent shall have only those WREGIS permissions and privileges as expressly granted by the Account Holder in the Notice of Agent Designation. The Notice of Agent Designation shall not be effective until written acknowledgement is issued by WECC. Such Notice of Agent Designation must be revoked by written notification from the Account Holder in the Notice of Agency Termination. In such event, the Account Holder will provide such written notification to WECC and such termination of the Notice of Agent Designation will not be effective until written acknowledgement is issued by WECC. Such acknowledgement will be made to the Account Holder by the WREGIS Director within five business days of W ECC's receipt of written notification of revocation of the Notice of Agent Designation. c. The rights granted herein are granted only to Account Holders and their Agents. In the case of an Agent, the terms of the Notice of Agent Designation specify who is to pay WREGIS fees to WECC. In the case of an assignment of Registration permissions by a Generating Owner, the Notice of Assignment of Registration Rights specifies that the Assigned Account Holder (the one registering the Generating Unit) is to pay to the WECC registration fees, if applicable. If an Affiliate wishes to use WREGIS, it must apply for its own Registration, agree to this Agreement, abide by the Operating Rules, follow the applicable Interface Control Document, and pay the required fees. d. The rights and obligations of this Agreement shall run to the named Parties and their Agents for those WREGIS permissions and privileges expressly granted to the Account Holder. e. The Account Holder agrees that any of its employees or Agents to whom the Account Holder has provided access to WREGIS will fully comply with this Agreement, Operating Rules and the applicable Interface Control Documents, and further agrees to make such compliance a condition of any agreement that Account Holder may create for this purpose. 7 WREGIS Account Holder Registration Agreement Revised August 6, 2008 076 (6) Grant a. WECC grants to Account Holder, and its authorized agents, a non- exclusive non-transferable license to use WREGIS software at the WREGIS Website subject to this Agreement, Operating Rules and Interface Control Documents in force. Before granting Account Holder access, Account Holder shall (1) complete and submit this Agreement to the WREGIS Director, (2) complete and submit Account Holder Registration Data (on-line after obtaining temporary status to use WREGIS as a Registrant) to the WREGIS Director, and (3) pay the applicable fees due under this Agreement and Operating Rules. b. Account Holder's use under the license shall be subject to the following limitations: (i) Account Holder shall not (a) loan, share, publish, republish, disclose, transmit, display, sell, license, lease or distribute any portion of WREGIS software to any third party, (b) disassemble, decode, decompile or otherwise reverse engineer, copy, reproduce WREGIS software, or (c) loan, share, publish, republish, disclose, transmit, display, sell, license, lease, distribute, disassemble, decode, decompile, reverse engineer, copy, reproduce, or use WREGIS as a basis for a directory or database prepared for commercial sale or distribution. Account Holder shall not modify the format of any WREGIS generated report, but such restriction does not include the information contained therein. (ii) Account Holder shall not remove any copyright, trademark, or other proprietary notices contained in WREGIS. (iii) Account Holder shall not knowingly infringe or misappropriate WREGIS software. (iv) WECC represents and warrants that it has received from the Energy Commission, all necessary rights to allow Account Holder to use WREGIS in accordance with this Agreement. c. WECC reserves all rights in WREGIS not expressly granted to Account Holder in this Agreement. Account Holder acknowledges that the WREGIS software does not belong to Account Holder. Except as provided in this Agreement, Account Holders shall not obtain, have, or retain any right, title, or interest in or to WREGIS or the WREGIS software or any part thereof pursuant to this Agreement. 8 WREGIS Account Holder Registration Agreement Revised August 6, 2008 077 d. In using the WREGIS Website, Account Holder agrees: (i) Not to disrupt or interfere with the security of, or otherwise abuse, WREGIS or any services, system resources, accounts, servers, or networks connected to or accessible through the WREGIS Website or affiliated or linked sites; (ii) Not to disrupt or interfere with any other user's use and enjoyment of the WREGIS Website or affiliated or linked websites; (iii) Not knowingly to upload, post, or otherwise transmit through or on the WREGIS Website any viruses or other harmful, disruptive, or destructive files; (iv) Not to copy, use, frame, or utilize framing techniques to enclose any WREGIS or WECC trademark, logo, or other proprietary information (including the images found at the WREGIS Website, the content of any text or the layout/design of any page or form contained on a page and expressly excluding information contained in reports) without WECC's express prior written consent; (v) Not to use meta tags, cookies, or any other "hidden text" created by Account Holder utilizing the WREGIS or the WECC name, trademark or product name without WECC's express prior written consent; (vi) Not to "deeplink" to the WREGIS Website without WECC's express prior written consent; (vii) Not to create or use a false identity on the WREGIS Website; (viii) Not to attempt to obtain unauthorized access to the WREGIS Website or portions of the WREGIS Website that are restricted from general access or portions of the WREGIS Website that are assigned specific Account Holder access permissions outside of the Account Holder's own access permissions; (ix) Not to post any material that is knowingly false or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, or otherwise in violation of any law; (x) . Not to post any copyrighted material unless the copyright is owned or lawfully licensed by Account Holder or by WECC; and g WREGIS Account Holder Registration Agreement Revised August 6, 2008 078 (xi) In addition, Account Holder agrees to comply with all applicable local, state, national, and international laws and regulations, including but not limited to United States export restrictions, that relate to use of or activities on the WREGIS Website. (7) Fees Account Holder agrees to pay all applicable Fees, including Annual Fees and Volumetric Fees, collectively referred to herein as the "Fees", that WECC charges for using WREGIS. All Volumetric Fees will be calculated monthly. Fees may change from time to time. WECC may, at its sole discretion, increase or decrease the Fees at any time, upon providing 60 days' prior notice to the Account Holder. WECC shall notify Account Holder of any WECC process to change the Fees by first publishing the notice on the WREGIS Website. If practicable, such process shall (a) provide for at least a 30 day period for consideration of the proposed change prior to its adoption; and (b) afford each Account Holder with a reasonable opportunity to participate in such proceedings. Any changes in the fee structure will be publicly noticed and discussed at a public WREGIS Committee meeting and approved by the WREGIS Committee prior to being implemented. In no event shall any portion of the Fees paid to WECC be prorated or refunded to Account Holder upon termination of the Agreement. Likewise, Account Holder's obligation to pay any and all Fees due to WECC shall survive the termination of such use or access. a. A schedule of Fees to be charged each type of Account Holder will be posted on the publicly accessible WREGIS Website. Initially, WECC will charge most Account Holders both an Annual Fee and a Volumetric Fee. The fee matrix on the WREGIS Website details which fees each type of Account Holder will be charged. b. Annual Fees will be calculated in the anniversary month that the account was approved. The full payment of the Annual Fee will be required prior to the WREGIS Director's approval of the New Account Registration. c. No Annual Fee will be charged to: (1) non-transacting state, provincial, or federal regulators; (2) Qualified Reporting Entities whose sole purpose is to report generation output on behalf of a Generating Unit that is not owned by the reporting entity (e.g., the California Independent System Operator Corporation); and (3) voluntary program directors, such as; Green-e, Low-Impact Hydro, or Ecologo. d. Certificate Issuance Volumetric Fee. WECC shall assess Account Holder a Volumetric Fee for the issuance of a Certificate. Account Holder shall pay a fee per MWh of issued WREGIS Certificates. The Certificate Issuance Fee shall be calculated monthly based on the number of Certificates issued. 10 WREGIS Account Holder Registration Agreement Revised August 6, 2008 079 e. Certificate Transfer Volumetric Fee. WECC shall assess Account Holder a Volumetric Fee for the transfer of a Certificate from one Account Holder to another. The Account Holder initiating the transfer shall pay the Fee on each Certificate transferred to another Account Holder, whether the transfer is scheduled (Standing Order Transfer or Forward Certificate Transfer) or non-scheduled (ad hoc). The Certificate Transfer Fee shall be calculated monthly based on the number of Certificates of which the transfer was initiated by the Account Holder and accepted by the intended recipient. f. Certificate Retirement, Reserve, or Exported Volumetric Fee. WECC shall assess a Volumetric Fee for retiring, reserving, or exporting a Certificate. All Account Holders that retire, reserve, or export Certificates shall pay the Volumetric Fee on each Certificate retired, reserved, or exported. The Certificate Retirement, Reserve, or Export Fee shall be calculated monthly based on the number of Certificates retired, reserved, or exported. (8) Payments and Taxes The Fees shall be non-refundable and are due and payable within 30 days from the date of WECC's invoice. Account Holder will pay all applicable sales, use, value added taxes, and other taxes levied in connection with Account Holder's use of WREGIS, other than taxes based on the income of WECC. (9) Late Fees Account Holder acknowledges that late payment of any Fees owed to WECC may cause WECC to incur extra administrative and other costs and expenses. If Account Holder fails to pay any amounts or charges that Account Holder is obligated to pay under the terms of the Agreement within fifteen days of the due date, then Account Holder shall be responsible to pay to WECC a late fee equal to one and one-half percent (monthly interest rate) computed on the overdue amount. Account Holder reserves the right to dispute the amount of the Volumetric Fee charges for a period of 90 days following payment by Account Holder. Acceptance of any late fee shall not constitute a waiver of Account Holder's default with respect to such late payment, nor prevent WECC from exercising any other rights or remedies available to WECC under the Agreement or applicable law. 11 WREGIS Account Holder Registration Agreement Revised August 6,2008 080 (10) Term and Termination a. Term. This Agreement becomes operative on the date on which Account Holder has (1) completed and submitted to the WREGIS Director Account Holder Registration Data (on-line after obtaining temporary status to use WREGIS as a Registrant), (2) indicated on the WREGIS Website Account Holder's unqualified acceptance of this Agreement, (3) paid all Fees due under this Agreement and Operating Rules, and (4) submitted to the WREGIS Director two signed copies of this Agreement. This Agreement shall continue in effect until one of the Parties terminates this Agreement pursuant to the terms of this Section 10 (Term and Termination), or the Agreement expires or terminates by operation of law pursuant to the terms of this Section. b. Termination for Default. If WECC finds Account Holder in default in the performance of any of its obligations under Section 21 (Default; Remedies; Nonwaiver of Default) of this Agreement, WECC may terminate this Agreement, including Account Holder's access to WREGIS, upon giving 15 days written and electronic notice to Account Holder and an opportunity to cure in accordance with Section 21(a) hereof, unless otherwise provided herein. c. Termination for Convenience by Either Party. Either Party to this Agreement may terminate this Agreement and Account Holder's access to WREGIS, without cause, by providing at least 60 days written notice to the other Party. Account Holder's obligation to pay any and all Fees due to WECC shall survive the termination of such use or access. d. Termination Required by Law. WECC may terminate access to or Account Holder may cease use of WREGIS if required to do so by any statute, regulation, tariff, order, or ordinance enacted by a governmental authority having jurisdiction over Account Holder or WECC, or by any order or other decision of a court of law or governmental agency, as required by said statute, regulation, tariff, ordinance, order, or decision. At least 60 days written notice of said termination of access or cessation of use of WREGIS shall be given by the Party terminating the access to, or ceasing the use of, WREGIS under this subsection, unless a shorter notice period is required or permitted by the applicable statute, regulation, ordinance, order, or decision. e. Provisions that Survive Termination. The following Sections survive termination of this agreement : Sections 7 (Fees), 10 (Term and Termination), 11 (Ownership and Uses of Data), 12 (Intellectual Property), 12 WREGIS Account Holder Registration Agreement Revised August 6,2008 p 001 13 (Confidentiality), 14 (Limited Warranty; Disclaimer of Warranty), 15 (Disclaimer of Responsibility for Message Boards and Links), 16 (Limitation of Liability; Remedies), 19 (No Assignment, Transfer, or Encumbrance by Account Holder), 20 (Force Majeure), 21 (Default; Remedies; Nonwaiver of Default), 22 (Waiver), 23 (Governing Law), 24 (Dispute Resolution), 25 (Audit; Continuing Duty to Report Errors; Audit Standard), 27 (Severability), and Attachment 1 (Definitions), and any other provisions which reasonably should or must survive termination or expiration of this Agreement, or which it is reasonable to conclude that the Parties intended to survive termination or expiration of this Agreement, shall survive termination of the Agreement. f. Reinstatement. WECC, at its sole discretion, may reinstate an Account Holder's access to WREGIS after the account has been terminated for Account Holder's Default, upon a determination that the problem that led to the Account Holder's termination has been satisfactorily resolved. There is no limit on the amount of time that WECC may place an Account on inactive status. If the Account Holder passed the date for his/her annual registration update while in termination, the Account Holder must update registration data before the WREGIS Director will reinstate any permission to access or use WREGIS. A new account must be created for this Account Holder and approved by the WREGIS Director for the Account Holder to have any permission to access or use WREGIS, at which time all forms must be resubmitted and the annual Account Holder fee must be paid. g. Termination due to Intellectual Property Infringement Claim. Either Party may immediately terminate the Agreement at any time after receiving notice from a third-party alleging infringement of the third-parry's intellectual property rights. Termination will be effective upon delivery by one Party of written notice to the other Party. Account Holder information that WECC has control over shall be delivered to the Account Holder as promptly as feasible. (11) Ownership and Uses of Data a. The Parties agree that Account Holder may directly, or through others on its behalf, report Data to WREGIS. The Parties also agree that the Account Holder will continue to own the Confidential Information reported to WREGIS by or on behalf of Account Holder. Once Data is received by WREGIS, it will be collected, stored, manipulated, and displayed in a manner unique to WREGIS. "Data" includes Static Data and Dynamic Data. "Data" does not include WREGIS software. 13 WREGIS Account Holder Registration Agreement Revised August 6, 2006 082 b. The Parties agree that WECC has the right to use and allow others to use Data reported to WREGIS as WECC reasonably deems appropriate, provided however, that Confidential Information can only be used and disclosed pursuant to the terms of this Agreement. c. Data in WREGIS will be maintained to provide an accurate tracking database and to protect against double or multiple counting of the same Certificates. WECC has the right to retain Account Holder's Confidential Information in WREGIS even if Account Holder's account is terminated. If an Account Holder's account is terminated, WREGIS will continue to treat Account Holder's Confidential Information according to the provisions of Section 13. (12) Intellectual Property Copyright and/or other intellectual property laws may protect WREGIS, and any and all content of WREGIS, and any unauthorized use of the WREGIS software may violate such laws related to their protection. Except as expressly provided herein, WECC does not grant any express or implied right or license of any kind to Account Holder under any patents, copyrights, trademarks, or trade secret information with respect to WREGIS. Account Holder acknowledges that Account Holder does not acquire any ownership rights by downloading copyrighted material from WREGIS. (13) Confidentiality a. WECC agrees not to use or disclose Confidential Information contained in WREGIS except as authorized by this Agreement. b. The following is deemed Confidential Information: • Gross generation (MWhs) of each electricity Generating Unit; • Net generation (MWhs) of each electricity Generating Unit; • Electricity (MWhs) consumed on site by the Generating Unit owner, other than for Generating Unit use (monthly); • Street address of the Generating Unit; • If aggregate metering of Generating Units, number and names of Generating Units on the meter; • Capacity factor of each electricity Generating Unit; • Total number of Certificates in Account Holder's Account and each Subaccount; and 14 WREGIS Account Holder Registration Agreement Revised August 6, 2008 083 • Those portions of communications between Account Holder and WECC regarding WREGIS that contain any of the aforementioned information that would be treated as Confidential Information. • The amount and timing of Certificate transfers, including transfers from one Account Holder to another and transfers among the subaccounts of an Account Holder will be treated as confidential (except with respect to a third party to whom the Account Holder has granted access). c. The following Data reported to WREGIS is considered public information and will not be treated as Confidential Information: • Account Holder company name, address, and all contact information; • Agent's company name, address, and all other contact information; • Generating Unit Name; • Facility owner name, address, and all other contact information (other than the Generating Unit street address); • Nameplate capacity of the Generating Unit; • Generating Unit type of prime mover; • Energy source, and/or fuel type(s) used at Generating Units; • For multi-fueled Generating Units, the fuels consumed each month as a percentage of the total fuel used each month for electricity production; • Other eligibility characteristics; • Date when Generating Unit went into first commercial operation; • Name of facility operator, address, and contact information (other than the Generating Unit street address); • Meter serial or identification number; • Revenue meter by county, province, state, country; • Statement of fact that Generating Unit is or is not within W ECC's region; • Name of Balancing Authority for the Generating Unit; • Name of utility to which Generating Unit is physically interconnected to; • Statement of fact that the Generating Unit is or is not a Qualifying Facility; • Facility Ownership type (a range of options); • Statement of fact that the Generating Unit has or has not received California Supplemental Energy Payments; • Statement of fact that the Facility has or has not received State/Provincial public benefits funds or support; • Statement of fact that the Facility has or has not received Federal Tax Credits; • FERC Hydro licensing information including license identifier, date of last license or application pending information; • Statement of fact that the Generating Unit has or has not been Repowered and date if it has been Repowered; • State/provincial program eligibility/certifications; 15 WREGIS Account Holder Registration Agreement Revised August 6, 2008 084 • State/provincial RPS eligibilities information as may be required for one or more states/provinces; • Statement of fact, whether the Facility is outside of United States- Defined Protected Areas indicator; • Certified "Low-impact" information for eligibility; and • Information on Certification or Eligibility for Voluntary or other Mandatory Programs such as Greene-e, Ecologo, and similar programs. d. The WECC shall protect Account Holder's Confidential Information from inadvertent disclosure and from disclosure to any third party except as authorized by Account Holder or this Agreement. WECC, its employees, members, agents, and assigns will protect and maintain Confidential Information provided by Account Holder to WECC pursuant to the provisions of this Section 13, and WECC shall obtain from all its employees, members, agents, and assigns to whom such Confidential Information is provided their agreement to comply with this Agreement. e. Confidential Information may be aggregated with other information in WREGIS and included in Public Reports as described more fully in the WREGIS Operating Rules, so long as it is sufficiently aggregated such that a third-party reviewer could not determine the actual generation produced by a Generating Unit registered with WREGIS over any specified period of time or attribute any Confidential Information to a particular Account Holder. Information in WREGIS that is considered Confidential Information that cannot be sufficiently aggregated or masked (such as Generating Unit/Facility street addresses) such that a third-party reviewer could determine the actual Generating Unit registered with WREGIS, or attribute any Confidential Information to a particular Account Holder cannot be included in public reports. f. If WECC is requested or required, by subpoena, oral deposition, interrogatory, request for production of documents, administrative order, or other legal or regulatory process, to disclose any Confidential Information of Account Holder, the WREGIS Director shall notify the Account Holder in writing as promptly as feasible using commercially reasonable efforts so that Account Holder may, if it so chooses and at its own expense, challenge the disclosure or seek an appropriate protective order. WECC shall reasonably cooperate with Account Holder in resolving the dispute. To the extent that the WREGIS Director and WECC have complied with the preceding provisions of this Section 13, WECC shall not be deemed to have violated its confidentiality obligations under this Agreement as a result of disclosing Account Holder's Confidential Information to a third party pursuant to a subpoena, oral deposition, interrogatory, request for production of documents, administrative order, or other legal or regulatory process. 16 WREGIS Account Holder Registration Agreement Revised August 6, 2008 085 g. In addition to the confidentiality requirements as specified in this Agreement, WECC will require adherence by the WREGIS Director, the WREGIS Committee, the WECC Staff and any persons with access to such Confidential Information, to applicable confidentiality protocols designated by WECC. These documents will be available for review on WECC's website, htto://www.wecc.biz/ . h. For purposes of this Agreement, no arbitrator engaged pursuant to Section 24 of this Agreement shall be deemed a third-party so long as such person has agreed in writing to be bound by the confidentiality obligations applicable to WECC under this Agreement and the applicable rules of the American Arbitration Association (AAA). i. The obligations of confidentiality in this Agreement shall survive its termination without limitation in duration for so long as information continues to meet the definition of Confidential Information. (94) Limited Warranty; Disclaimer of Warranty a. NEITHER PARTY, EXCEPT AS OTHERWISE PROVIDED IN SECTION 25 (b), WARRANTS THAT THE DATA IN WREGIS IS ACCURATE, CORRECT, COMPLETE, OR CURRENT. b. SOFTWARE PROGRAMS USED FOR WREGIS AND THE WREGIS WEBSITE ARE PROVIDED "AS IS" TO THE ACCOUNT HOLDER. WECC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT OR TO THE ADEQUACY OR PERFORMANCE OF SOFTWARE PROGRAMS USED FOR WREGIS AND THE WREGIS WEBSITE; AND, EXCEPT AS SPECIFICALLY WARRANTED IN SECTION 6(b)(iv), WECC HEREBY DISCLAIMS ANY SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NOW INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WECC DOES NOT WARRANT THAT THE SOFTWARE PROGRAMS IN WREGIS WILL BE ERROR FREE OR BUG FREE. However, WECC will use commercially reasonable efforts to maintain the accuracy, correctness, completeness, and currentness of the WREGIS software, in accordance with updates and other information provided by the WREGIS software vendor. 17 WREGIS Account Holder Registration Agreement Revised August 6, 2008 cc 086 c. WECC is not responsible for the acts or omissions of parties other than WECC who input Data into WREGIS or from whom Data is obtained for inclusion into WREGIS. d. Account Holder is solely responsible for the protection, security, and management of usage and security of its computer network. WECC will not compensate Account Holder for damages incurred to the extent due to security violations of the security of Account Holder's computer network, nor shall Account Holder make deductions or set offs of any kind for Fees due to WECC resulting from security violations of Account Holder's computer network. e. WECC will have no liability for any claims for intellectual property infringement, except for claims due to its own actions, but will flow down any rights it may have to indemnity that it receives by virtue of its contract with the Energy Commission and the rights that may flow from APX, Inc. to the Energy Commission and WECC. (15) Disclaimer of Responsibility for Message Boards and Links a. WREGIS will have the capability to host message boards (Boards) on the area of the WREGIS Website open to the public. WECC IS NOT RESPONSIBLE FOR ANY MATERIAL POSTED BY ANY PARTY OTHER THAN WECC IN ANY MESSAGE BOARD, BULLETIN BOARD, CHAT ROOM OR IN ANY OTHER FORUM AT WREGIS (TOGETHER, THE "BOARDS"). WREGIS is merely providing access to the Boards for informational purposes. The Boards are not to be used for commercial transactions. Account Holders agree that all commercial transactions involving Certificates will take place outside of WREGIS. b. In using the Boards, the Account Holder will not post, upload, transmit, distribute, or otherwise publish on the Boards any material that is: libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; or an infringement of intellectual property rights, including, but not limited to, copyrights and trademarks, of any person or entity; or material that is illegal in any way or advocates illegal activity; or a message posted by a user impersonating another; or personal information such as messages which identify social security numbers, account numbers, addresses, or employer references; or chain letters of any kind; or any advertisement or solicitation of funds, goods, or services. Account Holder agrees to limit the subject matter posted, uploaded, etc. to information directly related to WREGIS Certificates. WECC reserves the right to monitor and delete any postings deemed inconsistent with its policies, this Agreement or the Operating Rules. WECC also reserves the 18 WREGIS Account Holder Registration Agreement Revised August 6, 2008 7 Q8 right, at its discretion, to terminate access by any user of the Boards who violates any of the Agreement or Operating Rules. Although WECC will make reasonable efforts to monitor materials in Boards, in no event does it assume any particular obligation to do so or assume liability for failing either to monitor the Boards or to remove specific material. c. WECC makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of sites accessible by hyperlink from the WREGIS Website, or sites linking to the WREGIS Website. The linked sites are not under the control of WECC and WECC is not responsible for the content of any linked site or any link contained in a linked site, or any review, changes, or updates to such sites. The inclusion of any link does not imply affiliation, endorsement, or adoption by WECC or WREGIS of any information contained therein. When leaving the WREGIS Website, Account Holder understands that WREGIS' terms and policies do not govern the accessed website, and Account Holder will review the applicable terms and policies, including privacy and data-gathering practices, of that website. (16) Limitation of Liability; Remedies a. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR DIRECT, GENERAL, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES REGARDLESS OF CAUSE. b. EACH PARTY SHALL BE ENTITLED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT. (17) Passwords Account Holder agrees to assume sole responsibility for the security of any passwords issued by WREGIS to Account Holder for accessing WREGIS. Account Holder shall restrict and control the use, copying, and security of its username and password to WREGIS among Account Holder's employees and agents and, to the extent reasonably within its control, prevent access to WREGIS except by those permitted to have access according to this Agreement. Each Party agrees to immediately notify the other Party of any suspected unauthorized use of Account Holder's password(s), account, or any other suspected breach of security. 19 WREGIS Account Holder Registration Agreement Revised August 6, 2008 p 088 (18) Viruses WECC shall take reasonable efforts to protect WREGIS from being infected by viruses, including supplying virus protection software. However, WECC assumes no responsibility, and shall not be liable for viruses that may infect Account Holder's equipment or other property on account of Account Holder's access to use of any information or the use of WREGIS. (19) No Assignment, Transfer, or Encumbrance by Account Holder Neither this Agreement nor any rights under this Agreement may be assigned, sublicensed, encumbered, pledged, mortgaged, or otherwise transferred by Account Holder, in whole or in part, whether voluntary, or by operation of law, without the express prior written consent of WECC, which consent shall not be unreasonably withheld. (20) Force Majeure Neither Party shall be deemed to have breached any provision of this Agreement, Operating Rules, Interface Control Documents, or other applicable agreements or protocols related to WREGIS as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, fires, floods, riots, embargoes, transportation contingencies, fuel shortages, interruptions in third-party telecommunications, or Internet equipment or service, other catastrophes, or any other occurrences which are beyond the claiming Party's reasonable control and which, by the exercise of due diligence, the claiming Party is unable to overcome or avoid or cause to be avoided. (21) Default; Remedies; Nonwalver of Default a. Default. The occurrence of any of the following shall be considered a "Default": (i) Account Holder has failed or refused to abide by the Operating Rules or the Interface Control Documents or failed or refused to perform any of its material duties or obligations under this Agreement, other than those set forth below in Sections 21(a)(ii), (a)(iii), (a)(iv), (a)(v), and (a)(vi), which default is not substantially cured within 15 days after written notice is given to Account Holder specifying such default; provided however that if the nature of Account Holder's default is such that more than 15 days are 20 WREGIS Account Holder Registration Agreement Revised August 6, 2008 089 reasonably required to cure, then such default shall be deemed to have been cured if Account Holder commences such performance within said 15 day period and thereafter diligently completes the required action within a reasonable time thereafter. (ii) Account Holder fails to pay any of the Fees or other charges due to WREGIS within 90 days of their due date. (iii) Account Holder, its employees, agents, or contractors alter, tamper with, intentionally damage, or destroy (1) WREGIS, the WREGIS Website, or WREGIS Software or any portion thereof, or (2) the Data, Output, or other Confidential Information of other users of WREGIS. (iv) Account Holder uses WREGIS in any manner that, directly or indirectly, violates any law, rule, code, or regulation or aids any unlawful act or undertaking. (v) All or substantially all of Account Holder's assets are attached or levied under execution (and Account Holder does not discharge the same within 60 days thereafter); a petition in bankruptcy, insolvency, or for reorganization or arrangement is filed by or against Account Holder (and Account Holder fails to secure a stay or discharge thereof within 60 days thereafter); Account Holder is insolvent and unable to pay its debts as they become due; Account Holder makes a general assignment for the benefit of creditors; Account Holder takes the benefit of any insolvency action or law; the appointment of a receiver or trustee in bankruptcy for Account Holder or its assets if such receivership has not been vacated or set aside within 30 days thereafter; or, dissolution or termination of existence of Account Holder if Account Holder is not a natural person. (vi) Knowingly, intentionally, or with willful ignorance, falsifying or misrepresenting any Output or Data input into WREGIS by Account Holder as required in Section 3(c). b. In addition to the defaults described above, the Parties agree that if Account Holder receives written notice of a violation of the performance of any particular material term or condition of this Agreement three or more times during any 12-month period, regardless of whether such violations are ultimately cured, then such conduct shall, at W ECC's option, represent a separate Default. C. Remedies. Upon the occurrence of any Default, the Parties shall have the following rights and remedies, in addition to those stated elsewhere in 21 WREGIS Account Holder Registration Agreement Revised August 6, 2008 090 this Agreement and those allowed by law or in equity, any one or more of which may be exercised without further notice to Defaulting Party: (i) If any of the items enumerated in section (a) occurs, Account Holder is in default and WECC may suspend Account Holder's access to WREGIS, upon giving 15 days written and/or electronic notice to Account Holder. If there is a dispute regarding the occurrence of a default, the Parties shall follow the provisions of Section 24 (Dispute Resolution) to settle the matter. WECC, in its sole discretion, may reinstate an Account Holder's access to WREGIS after the account has been suspended for Account Holder's Default, upon a determination that the problem that led to the Account Holder's suspension has been satisfactorily resolved and payment made for all fees and late charges (sanctions) due and owing. There is no limit on the amount of time that WECC may suspend an Account. If the Account Holder passed the date for his/her Annual Registration Update while in suspension, the Account Holder must update Registration Data before all permissions will be reinstated by the WREGIS Director. (ii) If a Party is in Default, the Party not in Default may terminate this Agreement as provided in Section 10 (Term and Termination). (iii) Upon termination of the use of WREGIS, Account Holder shall be obligated to pay to WECC all monies due to WECC, which shall include any interest and late fees due hereunder. d. Nonwaiver of Default by accepting partial payment. W ECC 's receipt of less than the full amount of Fees due shall not be construed to be a waiver of default but shall be construed as a payment on account then due, nor shall any statement on Account Holder's check or any letter accompanying Account Holder's check be deemed an accord and satisfaction or a waiver of default. (22) Waiver No waiver of any provision, condition, requirement, Default, or breach of this Agreement will be effective unless set forth in a written instrument executed by the Party granting the waiver. Any such waiver will be effective only in the specific instance and for the specific purpose for which it is given and will not be deemed a waiver of any other provision or of the same Default or breach upon any recurrence. No failure to exercise and no delay in exercising any right (including without limitation any remedy available to a Party) under this. Agreement will operate as a waiver of such right, nor will any single or partial 22 WREGIS Account Holder Registration Agreement Revised August 6, 2008 091 exercise of any right preclude any other or further exercise of that right or any other right. (23) Governing Law Except for any state agency or governmental entity, Account Holders that are prohibited from using any other state's laws than their own (in which case their state law without regard to its rules on conflicts of laws shall be used), or in the case of a federal government Account Holder federal law shall apply, this Agreement shall be governed by the laws of the State of Utah without regard to its rules on conflicts of laws. Unless expressly preempted by the laws of the United States of America, the Parties expressly agree that the Uniform Computer Information Transactions Act shall not apply to this Agreement. (24) Dispute Resolution In the event of a dispute, controversy, or claim raised or asserted by the Account Holder, the Parties shall follow the following dispute resolution procedures. a. FIRST STEP. Account Holder and the WREGIS Director shall first attempt in good faith to resolve the dispute by informal oral and/or written discussion(s). The Account Holder shall identify the issues and the relief sought. b. SECOND STEP. If the Parties cannot resolve the dispute at the First Step and the Account Holder wishes to further pursue the matter, then Account Holder shall set forth the dispute in a writing entitled "Notice of Dispute" and send it, together with any supporting evidence, to the WREGIS Director. The Notice of Dispute shall in good faith describe the issue(s) in the dispute, the legal authority or other basis for the Account Holder's position, the evidence that supports the Party's position, and the remedy sought. The WREGIS Director (or designee) shall review the written dispute and confer with the appropriate Account Holder, and WECC to review and consider the dispute in good faith. The WREGIS Director (or designee) shall issue to the Parties a good faith written recommended resolution of the dispute within 15 business days after receipt of the Account Holder's Notice of Dispute. If the issues or evidence are complex, the WREGIS Director may for good cause extend the time for issuance of a recommended resolution by a reasonable amount of time not to exceed 20 calendar days. If the WREGIS Director invokes such an extension, the reason for the extension shall be stated in writing and immediately provided to Account Holder. The written recommendation of the WREGIS Director (or designee) shall include a recommended . 23 WREGIS Account Holder Registration Agreement Revised August 6, 2008 092 resolution of the dispute together with a good faith informal explanation of the reasons for the recommended resolution. Neither Party shall be formally bound by the recommended resolution nor by any written submissions they may make to the WREGIS Director, although such submissions may be entered into evidence at a later dispute resolution process, if any, including arbitration or litigation. C. THIRD STEP. Should the Account Holder disagree with the WREGIS Director's recommended resolution of the dispute, Account Holder may appeal the matter in writing to the WREGIS Committee by forwarding a written "Notice of Appeal" along with the written materials previously submitted to the WREGIS Director and a copy of the WREGIS Director's written recommended resolution of the dispute. The WREGIS Committee shall consider and decide the dispute as soon as possible at the next committee meeting and issue a written decision thereon to the Account Holder. d. FOURTH STEP. Except for any state agency or governmental entity Account Holder's for which binding arbitration of disputes is not permitted by law, should the Account Holder disagree with the WREGIS Committee's decision and wish to further pursue the dispute, Account Holder may proceed to arbitration on the terms and conditions set forth below by sending the WREGIS Committee and the WREGIS Director a written Notice of Intent to Arbitrate, as described below, specifying the dispute and the relief sought. The dispute and any related controversy or claim arising out of or relating to these Terms of Use, or the breach thereof, or any other claim or controversy between the Parties, shall then be decided by binding arbitration administered by the AAA under its Commercial Arbitration Rules and Supplementary Procedures for Online Arbitration then in effect. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The Parties shall mutually select one arbitrator with legal expertise in intellectual property, web-based tracking systems, and/or any one area of legal expertise that is substantially involved in the dispute, within 30 days of instituting the arbitration; otherwise the AAA shall select the arbitrator. Any hearings will be held in Salt Lake City, Utah, the Parties hereby waiving any claim or defense that such venue is not convenient or proper. Neither Party may dispute the validity of this Agreement, the Operating Rules, the Interface Control Documents, and/or protocols related to WREGIS. Any request for emergency or injunctive relief may be submitted under the AAA's Optional Rules for Emergency Measures of Protection. The arbitrator shall have no authority to award punitive damages or any other damages other than specific performance,and may not in any event make any ruling, finding or award that does not conform to the terms and conditions of these Terms of Use. Unless required by law or mutually agreed in writing by the Parties, neither Party nor the 24 WREGIS Account Holder Registration Agreement Revised August 6, 2008 093 arbitrator may disclose the existence or results of any arbitration hereunder. e. Prior to initiating arbitration or any other form of legal or equitable proceeding hereunder, the Party seeking to arbitrate or resolve an issue (Demanding Party) shall give the other Party at least 30 days written Notice of Intent to Arbitrate describing the claim with particularity and the amount of the claim as to which it intends to initiate the action together with all supporting documentation available to the Demanding Party. f. Each Party shall be responsible for the payment of all of its defense costs associated with the resolution of said dispute whether in arbitration or before a court of law, including but not limited to any filing fees, arbitrator fees, attorney fees, and other costs incurred in such proceeding. g. For(i) State agency.or governmental entity Account Holders for which binding arbitration of dispute is not permitted by law; or(ii)Account Holders (x) who are Balancing Authorities and are Qualified Reporting Entities acting solely in the capacity of reporting Output on behalf of a Generating Unit that is not owned by the Qualified Reporting Entity (e.g. an independent system operator )and (y) whose tariffs specify a dispute resolution process which governs the dispute; the Account Holder shall send the WREGIS Committee and the WREGIS Director a written Notice of Intent for Resolution, specifying the dispute, the relief sought, and a planned alternative course of action to resolve the dispute other than the binding arbitration process specified in this Agreement. h. The Parties agree that neither may bring a claim nor assert a cause of action against the other, in any forum or manner, more than one year after the cause of action accrued, except where the Party could not have reasonably discovered the facts giving rise to the claim within one year. (25) Audit; Continuing Duty to Report Errors; Audit Standard a. WECC reserves the right to audit Account Holder's relevant records to verify any information submitted by Account Holder to WECC under this Agreement. This right shall survive for a period of three years after the expiration or termination of this Agreement and Account Holder shall maintain its records in accurate, complete, and readable form for at least that period of time after expiration or termination of this Agreement. b. The accuracy of all information provided by Account Holder to WREGIS is of the essence in this Agreement. Account Holder hereby agrees, represents, and warrants that it will use reasonable efforts to ensure that all the information it, its Agents, or its employees provides to WREGIS shall to its knowledge be true; complete, and accurate at the time the information is provided to WREGIS. Should Account Holder discover that 25 WREGIS Account Holder Registration Agreement Revised August 6, 2008 094 any information provided or that was previously provided to WREGIS is untrue, incomplete, or inaccurate, Account Holder shall immediately notify the WREGIS Director in writing of the particular untrue, incomplete, or inaccurate information and shall provide a true, accurate, and complete update of said information to the best of its ability, as soon as is practical. This shall be an ongoing obligation of Account Holder during the term of this Agreement. (26) Order of Precedence Any inconsistency in this Agreement, its attachments, the Operating Rules, the Interface Control Documents, and each of their respective most current effective versions, shall be resolved by giving precedence in the following order: 1. This Agreement; 2. Attachment(s) to this Agreement; 3. Operating Rules; and 4. Interface Control Documents. (27) Severability a. If any provisions of this Agreement, including any provision of this Agreement and its Attachments, Operating Rules, and the Interface Control Documents, is held to be unenforceable, illegal, or in violation of a tariff or legal order of a governmental agency by a court of law or governmental agency with jurisdiction over the matter, then if the essential terms and conditions of the Agreement remain valid, legal and enforceable, such provision shall be deemed severed and shall not affect the validity of the other provisions of this Agreement, including the other provisions of the Attachments, Operating Rules, and the Interface Control Documents which will at all times remain in full force and effect. b. (i) Further, notwithstanding any other provision of this Agreement, no provision of this Agreement (including any provision of any Attachment or other agreement incorporated into this Agreement) shall operate to obligate an Account Holder which is: (A) a Balancing Authority, and also i 26 WREGIS Account Holder Registration Agreement Revised August 6, 2008 095 (B) a Qualified Reporting Entity acting solely in the capacity of reporting Output on behalf of a Generating Unit that is not owned by the Qualified Reporting Entity to undertake any action which the Account Holder determines to be in violation of the Account Holder's tariff, or of orders imposed upon such Account Holder by the Federal Energy Regulatory Commission ("FERC") or other governing agency/entity with jurisdiction over Balancing Authority-Account Holder. (ii) If such Account Holder reasonably believes that any portion of this Agreement might cause or is causing a violation of its tariff or orders imposed by FERC or other governing entity, then Account Holder shall deliver to the WREGIS Director written notice, signed by a senior executive (vice president, president, or person of equivalent capacity), of Account Holder's determination. This notice shall cite the relevant provisions of the Agreement and of the tariff or orders forming the basis of the notice. Upon receipt of this notice, the terms of the Agreement specified in the notice shall be immediately and temporarily suspended as they apply to this Account Holder. (iii) If this Agreement's essential terms and conditions are thereby affected and impaired, the Parties shall meet and confer, within three business days of such notice, or as otherwise mutually agreed. At this meeting, which may be by telephone, the Parties shall make good faith efforts to identify a mutually acceptable plan to resolve the issue, so long as its essential terms and conditions may be carried out. The Parties may, for example, develop amendments to the Agreement (and/or incorporated document), or agree to a waiver of the provision (subject to Section 22 [Waiver] of the Agreement), explore potential amendments to the tariff, or undertake any other actions to resolve the conflict identified by the Account Holder. . (iv) In the event that the Parties are unable to reach a resolution or agree on a written plan to include action and timelines, within five business days after the date of the notice, then either Party may terminate this Agreement for convenience pursuant to Section 10 (c) [Termination for Convenience by Either Party] herein, except that the terminating Party may, at its option, set the termination date to be effective immediately or for any other time up to 60 days from the date of the notice of termination; and provided further that any provision suspended by the Account Holder's notice will remain suspended through to such termination. (v) If the Parties have agreed upon a mutually acceptable written plan pursuant to (iii) above, but one Party reasonably believes that actions 27 WREGIS Account Holder Registration Agreement Revised August 6, 2008 096 specified in the plan are not being carried out as agreed, then that Party may provide written notice to the other Party. That other Party will have 15 days following the date of the notice within which to demonstrate to the reasonable satisfaction of the first Party that the plan will be carried out as agreed. If the Party serving notice (i.e. the first Party) is not reasonably satisfied within the 15 day period, then either Party may, at its option, terminate the Agreement as provided in the preceding subsection. (28) Notices All notices required to be in writing under this Agreement, unless otherwise provided for herein, shall be delivered in person or by first class, registered, or certified mail (postage prepaid), or by overnight courier service to the address of the Party as either Party may specify in writing. Service shall be effective on the earlier of actual receipt or the second business day after the day of mailing (via first class mail). For service of electronic notice, it shall be deemed received on the first business day after said notice was sent to the other Party's e-mail address as designated in writing by such other Party. (29) Capitalized Terms Any capitalized terms contained herein that are not otherwise defined herein shall have the meanings as such terms are defined in the WREGIS Operating Rules. (30) Entire Agreement This Agreement, including any and all exhibits attached hereto, and the Operating Rules constitute the entire agreement of the Parties and supersede any preprinted or conflicting terms in any other,prior or contemporaneous oral or written agreements and any and all other communication. 28 WREGIS Account Holder Registration Agreement Revised August 6, 2008 097 IN WITNESS WHEREOF, WECC and the Account Holder have each caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written. WESTERN ELECTRICITY COORDINATING COUNCIL By: (signature) Name: Title: (ACCOUNT HOLDER) By: (signature) Name: Title: 29 WREGIS Account Holder Registration Agreement Revised August 6, 2008 098 ATTACHMENT 1: Definitions a. Account Holder: A WREGIS Account Holder is a party that has registered with WREGIS and has established an Account within WREGIS. b. Active Certificates: An active WREGIS certificate is a certificate that is held in a WREGIS Active Sub-account. Such certificates may be traded, transferred, exported, retired, or reserved at the discretion of the holder of the Active Sub-account or their agent. c. Active Sub-account: The Active Sub-account is the holding place for all active WREGIS certificates. If the Account Holder has Generating Units associated with the account, or is the designated representative of a Generating Unit owner, its Active Sub-account will be the first point of deposit for any WREGIS certificates created that are associated with the Generating Unit ID number, unless the certificate is subject to a Forward Certificate Transfer. An Active Sub-account may be associated with one or more Generating Units. d. Affiliate: An Affiliate of an entity is any entity that: (1) is (a) a subsidiary of such entity or (b) any partnership, limited liability company or joint venture or other form of entity which acts commercially in which such entity or any subsidiary thereof is directly or indirectly a partner, member, or venturer; or (2) directly or indirectly controls, is controlled by, or is under common control with such entity, including any limited partnership of which such other entity or any Affiliate thereof is the general partner. For purposes of this Agreement, a ten percent or greater ownership interest shall be deemed to constitute a rebuttable presumption of"control." An entity controlled by or operating as a unit, agency, or subdivision of a local, state, or provincial government or the federal government shall not be considered an Affiliate of any other entity controlled by or operating as a unit, agency, or subdivision of the local, state, or provincial government, or a federal government. e. Agent: An entity outside of the Account Holder's organization that has been authorized by the Account Holder to act on its behalf within WREGIS. f. Assignment of Registration Rights: The process by which the owner of a Generating Unit can assign the right to register that Generating Unit in WREGIS to another entity. g. Balancing Authority: The area operator that is responsible for matching generation and load, for maintaining scheduled interchange with other balancing authority areas, and for maintaining the frequency, in real-time, of 30 WREGIS Account Holder Registration Agreement Revised August 6, 2008 099 the electric power systems. h. Certificate: The term "Certificate," as used in this document, refers to a WREGIS Certificate. A WREGIS Certificate represents all of the renewable and environmental attributes from one MWh of electricity generation from a renewable energy Generating Unit registered with the WREGIS tracking system or a certificate imported from a Compatible Certificate Tracking System that has been converted to a WREGIS Certificate. WREGIS will create exactly one Certificate per MWh of generation that occurs from a Registered Generating Unit or that is imported from a Compatible Certificate Tracking System. Disaggregation of Certificates is not currently allowed within WREGIS. I. Compatible Certificate Tracking System (Compatible Registry and Tracking System): A Compatible Certificate Tracking System is a generation tracking system that has an operating agreement with WREGIS regarding the Conversion and transfer of certificates between tracking systems pursuant to a protocol developed between the WREGIS Director and the Director of the other tracking system for converting certificates from another tracking system into WREGIS certificates. j. Confidential Information. Information treated as Confidential Information is listed in Section 13. B. Confidential Information does not include information which can be established by written documentation (1) to have been publicly known prior to submittal to WECC; (2) to have become publicly known, without the fault of WECC, subsequent to submittal to WECC; (3) to have been received by WECC at any time from a source other than Account Holder, so long as with respect to information submitted by a third party WECC has no reason to believe that the third party (a) is not lawfully in possession of the information or (b) is in violation of any contractual, legal, or fiduciary obligation to Account Holder with respect to the information; (4) to have been independently developed by employees or agents of WECC without access to or use of such information disclosed by Account Holder or their agents to WECC; (5) is common technical information; and (6) to have been submitted to WECC by the Account Holder for purposes other than those relating to this Agreement and not otherwise protected by a confidentiality obligation. k. Conversion: A process by which certificates from a Compatible Certificate Tracking System are made available for import into WREGIS. The process involves designating the certificate as exported from the Compatible Certificate Tracking System according to the protocol agreed upon jointly by the Director of the Compatible Certificate Tracking System and the WREGIS Director. After such designation is made, the WREGIS Director will issue a corresponding WREGIS Certificate that can be used within WREGIS. 31 WREGIS Account Holder Registration Agreement Revised August 6, 2008 100 I. Customer-Sited Distributed Generation: Distributed generation is a parallel or stand-alone electric Generating Unit generally located in or close to a load center or customer's site (near the point of consumption) and on the customer's side of the meter. The generation produced by the distributed generation Generating Unit is used to provide electricity to the customer for a portion of its load. For WREGIS purposes, these are typically smaller installations such as those located on residential premises. m. Data: Data means all recorded information, including Output and Confidential Information, regardless of form or the media on which it may be recorded that is submitted to WECC and WREGIS pursuant to this Agreement. n. Dynamic Data: Dynamic Data is variable information that is associated with a specific MWh from a registered Generating Unit, such as Certificate serial number or date of generation. o. Export Sub-account: The Export Sub-account is the Account Holder's designated sub-account for Certificates that have been exported out of WREGIS to a Compatible Certificate Tracking System. WREGIS Account Holders may have multiple Export Sub-accounts corresponding to the various compatible tracking systems to which exports are made. p. Forward Certificate Transfer: Normally, the first point of deposit for WREGIS Certificates is the account to which a Generating Unit is associated. With a Forward Certificate Transfer, the Account Holder to which the Generating Unit is registered requests that the Certificates be directly deposited into one of their own Export, Retirement, or Reserve Subaccounts or into another WREGIS Account Holder's Active Subaccount when the Certificates are created. As a result, the first point of deposit for Certificates subject to a Forward Certificate Transfer is their other specified sub-account or the specified Active Sub-account of another Account Holder. After this initial deposit, Certificates subject to Forward Certificate Transfers shall be treated like any other Certificate for all purposes. q. Generating Unit: Any combination of physically connected generators, reactors, boilers, combustion turbines, and other prime movers operated together to produce electric power. When a single facility is electrically interconnected to the utility utilizing a single meter, but represents multiple Generating Units of the same renewable generating technology and fuel type, such facility may be registered and reported as a single Generating Unit within WREGIS. r. Generator Owner: The persons or legal entity that owns Generating Unit(s). 32 WREGIS Account Holder Registration Agreement Revised August 6, 2008 101 s. Interface Control Document (ICD): An Interface Control Document contains the protocol for collecting and transferring data from other computer systems to the WREGIS application for the purposes of integrating data between the two systems in question. The Interface Control Document identifies the data formats, guidelines and processes that must be met in order for the data to be effectively transferred and accepted. Examples of Interface Control Documents that will be used in WREGIS are the Qualified Reporting Entity ICD (found in Appendix D of the Operating Rules), State, Provincial and Voluntary Program ICD (found in Appendix C of the Operating Rules) and the WECC Billing System ICD. t. Output. Output shall mean reported renewable generation data from a Registered Generating Unit contained in standardized data files delivered to WREGIS by Qualified Reporting Entities, or by Account Holders, or by designated reporting entities using protocols described in an Interface Control Document, or a Self-Reporting Interface. u. Person: A person includes any natural person, firm, association, organization, partnership, corporation, limited liability company, district, province, county, city and state, and any of the agencies and political subdivisions thereof. v. Qualified Reporting Entity: An organization providing renewable Output on a unit-specific basis for the purpose of creating WREGIS Certificates that has met the Qualified Reporting Entity Guidelines established in the WREGIS Operating Rules and agreed to in the ICD. w. Registered Generating Unit: A Generating Unit that has registered its facility with the WREGIS Director x. Registration: The act of filling out the forms, providing required documents and paying Fees necessary to establish an Account or register a Generating Unit in WREGIS. Such forms may be obtained from the WREGIS Director. y. Renewables Portfolio Standard (RPS): Generally, a Renewables Portfolio Standard is a legislative or administrative requirement on electrical utilities, wholesale markets, or load-serving entities in a jurisdiction to include a designated percentage of renewable electricity in their generation/retail portfolio. z. Retirement Sub-account: A Retirement Sub-account is used as a repository for WREGIS Certificates that the Account Holder wants to designate as retired and remove from circulation. Once a Certificate has been transferred into a WREGIS Retirement Sub-account, it cannot be transferred again to any other account or Subaccount. 33 WREGIS Account Holder Registration Agreement Revised August 6, 2008 102 aa.Retirement of Certificates: Retirement of Certificates is an action taken to remove a Certificate from circulation within WREGIS. The WREGIS Account Holder may initiate retirement for Certificates in its own account(s) or the WREGIS Director can forcibly retire any Active Certificates for cause. Retirement is effectuated by transferring Certificates into a Retirement Sub- account. bb.Self-Reporting Interface: A Generating Unit Self-Reporting input screen within the WREGIS application which allows Self-Reporting Generating Units to manually enter their Generating Unit output. The protocol for entering data via Self-Reporting Interface will be documented in the Interface Control Document for Reporting Entities(Appendix D of the Operating Rules). cc.Standing Order Transfer: A recurring, automatic transfer of WREGIS certificates from an Account Holder's Active Sub-account to one of their other sub-accounts, or to an Active Sub-account held by a different Account Holder. dd.Static Data: Static data is distinct from Dynamic Data and describes the attributes of the Generating Unit that do not change based on actual operation. Static information is entered at Registration and generally includes information related to the characteristics of the generation facility such as technology type, ownership or location. See Appendix B-1 and B-2 of the Operating Rules for a list of WREGIS Static Data Fields. ee.WECC: The Western Electricity Coordinating Council (WECC) is a regional forum fog coordinating and promoting regional electric service reliability in Western Canada and the Western United States. Its service territory extends from Canada to Mexico including the provinces of Alberta and British Columbia, the northern portion of Baja California, Mexico, and all or portions of the 14 western states in between. The States that are fully included in WECC are: Washington, Oregon, California, Nevada, Idaho, Utah, New Mexico, Arizona, Colorado, Wyoming, and Montana. Texas, South Dakota, and Nebraska are partially included within WECC. A map of WECC can be found at http://www.wecc.biz/documents/constant/nerc int.pdf. All references in the Agreement to WECC as a 'Party" to this Agreement shall also be deemed to apply to any duly-selected successor in interest to WECC, if any. ff. WECC Staff: The WECC Staff means those employees of WECC, including personnel hired by WECC or on behalf of WREGIS on a contractual basis, designated as responsible for the administration of WREGIS. 34 WREGIS Account Holder Registration Agreement Revised August 6, 2008 103 gg. Western Interconnection: The interconnected electrical systems that encompass the region of the Western Electricity Coordinating Council of the North American Electric Reliability Council. The region extends from Canada to Mexico. It includes the provinces of Alberta and British Columbia, the northern portion of Baja California (Mexico), and all or portions of the 14 western states in between. hh.WREGIS Director: The WREGIS Director is the individual hired by WECC with the authority to oversee the administration and implementation of WREGIS, and its Operating Rules and Interface Control Document on behalf of WECC. H. WREGIS Software: Certain software comprising part of WREGIS, including related source code, interface, and software applications but not hardware. jj. WREGIS Website: The related collection of web pages and interfaces associated with WREGIS that is accessible via the Internet. 35 WREGIS Account Holder Registration Agreement Revised August 6,2008 104 i - s - AZUSA CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: F.M. DELACH, CITY MANAGER DATE: MARCH 2, 2009 SUBJECT: A RESOLUTION AUTHORIZING THE CITY ATTORNEY TO COOPERATE WITH THE LEAGUE OF CALIFORNIA CITIES, OTHER CITIES AND COUNTIES IN LITIGATION CHALLENGING THE CONSTITUTIONALITY OF ANY SEIZURE BY STATE GOVERNMENT OF THE CITY'S STREET MAINTENANCE FUNDS RECOMMENDATION It is recommended that the Utility Board/City Council approve a resolution authorizing the City Attorney to cooperate with the League of California Cities, other cities and counties in litigation challenging the constitutionality of any seizure by state government of the City's street maintenance funds. BACKGROUND ti In the latest version of the "May Revision," the Governor proposed the seizure of almost $1 billion in city and county shares of revenues in the Highway Users Tax Account (HUTA) from the motor fuel tax (or "gas tax") to fund past and future highway bond debt service payments out of the general fund. On Thursday, June 11, the Joint Budget Conference Committee voted to approve this taking. Should this proposal become reality, it would mean a direct impact of over $784,532 in gas tax funds and would severely impact our day to day street operations, not simply putting off Capital Improvement Projects. It is clear to attorneys employed and retained by the League of California Cities that this taking, if approved, would be unconstitutional. The League is asking cities to direct their city attorney to cooperate with the League and other cities and counties in planning litigation to challenge the constitutionality of the proposed taking of city and county gas tax funds. Attached is a resolution stating as such. Passage of this resolution does not commit the city to filing litigation, but directs the city attorney to cooperate and work with the League and other local governments to advance the litigation. FISCAL IMPACT At this time, there is no fiscal impact associated with passing this resolution. 105 j. RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY ATTORNEY TO COOPERATE WITH THE LEAGUE OF CALIFORNIA CITIES, OTHER CITIES AND COUNTIES IN LITIGATION CHALLENGING THE CONSTITUTIONALITY OF ANY SEIZURE BY STATE GOVERNMENT OF THE CITY'S STREET MAINTENANCE FUNDS WHEREAS, the current economic crisis has placed cities under incredible financial pressure and caused them to make painful budget cuts, including layoffs and furloughs of city workers, decreasing maintenance and operations of public facilities, and reductions in direct services to keep spending in line with declining revenues; and WHEREAS, since the early 1990s the state government of California has seized over $10 billion of city property tax revenues statewide, now amounting to over $900 million each year, to fund the state budget even after deducting public safety program payments to cities by the state; and WHEREAS, in his proposed FY 2009-10 budget the Governor has proposed transferring $1 billion of local gas taxes and weight fees to the state general fund to balance the state budget, and over $700 million in local gas taxes permanently in future years, immediately jeopardizing the ability of the City of Azusa to maintain the City's streets, bridges, traffic signals, streetlights, sidewalks and related traffic safety facilities for the use of the motoring public; and WHEREAS, the loss of almost all of the City of .Azusa's gas tax funds will seriously compromise the City's ability to perform critical traffic safety related street maintenance, including, but not limited to, drastically curtailing patching, resurfacing, street lighting/traffic signal maintenance, payment of electricity costs for street lights and signals, bridge maintenance and repair, sidewalk and curb ramp maintenance and repair, and more; and WHEREAS, some cities report to the League of California Cities that they will be forced to eliminate part or all of their street maintenance operations while others will be forced to cut back in other areas (including public safety staffing levels) to use city general funds for basic street repair and maintenance. Furthermore, cities expect that liability damage awards will mount as basic maintenance is ignored and traffic accidents, injuries and deaths increase; and WHEREAS, in both Proposition 5 in 1974 and Proposition 2 in 1998 the voters of our state overwhelmingly imposed restriction on the state's ability to do what the Governor has proposed, and any effort to permanently divert the local share of the gas tax would violate the state constitution and the will of the voters; and WHEREAS, cities and counties maintain 81% of the state road network while the state directly maintains just 8%; and WHEREAS, ongoing street maintenance is a significant public safety concern. A city's failure to maintain its street pavement (potholes filling, sealing, overlays, etc.), traffic signals, signs, and street lights has a direct correlation to traffic accidents, injuries and deaths; and 106 WHEREAS, according to a recent statewide needs assessment on a scale of zero (failed) to 100 (excellent), the statewide average pavement condition index(PCI) is 68, or "at risk." Local streets and roads will fall to "poor" condition (Score of 48) by 2033 based on existing funding levels available to cities and counties. NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF AZUSA hereby directs the City Attorney to take all necessary steps to cooperate with the League of California Cities, other cities and counties in supporting litigation against the state of California if the legislature enacts and the governor signs into law legislation that unconstitutionally diverts the City's share of funding from the Highway Users Tax Account(HUTA), also known as the "gas tax," to fund the state general fund; and RESOLVED FURTHER, that the city manager or clerk shall send this resolution to the Governor and state representatives, informing them in the clearest of terms of the City's adamant resolve to oppose any effort to frustrate the will of the electorate as expressed in Proposition 5 (1974) and Proposition 8 (1998) concerning the proper use and allocation of the gas tax; and RESOLVED FURTHER, that a copy of this Resolution shall be sent by the city manager or clerk to the League of California Cities, the local chamber of commerce, and other community groups whose members are affected by this proposal to create unsafe conditions on the streets of our City for pedestrians, bicyclists and motorists. PASSED, APPROVED and ADOPTED this 22"d day of June, 2009 By: Joseph R. Rocha, Mayor I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Azusa at a regular meeting held on the 22"d day of June, 2009, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNC]LMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: Vera Mendoza, City Clerk California Statewide Local Streets and Roads Needs Assessment,Nichols Consulting Engineers,Chtd. (2008),sponsored by the League of California Cities,California State Association of Counties and County Engineers Association of California. '107 a�► rl Fa-M AZUSA rur a aerrr CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: JUNE 22, 2009 SUBJECT: AUTHORIZATION TO PREPARE, SUBMIT AND APPLY FOR A FEDERAL GOVERNMENT GRANT WITH THE DEPARTMENT OF ENERGY, INVOLVING THE MODERNIZATION OF ELECTRIC DISTRIBUTION SYSTEM, UNDER THE "SMART GRID" FUNDING OPPORTUNITY ANNOUNCEMENT RECOMMENDATION It is recommended that the Utility Board/City Council: 1) Authorize Azusa Light & Water staff to prepare, apply and submit a grant application to the Department of Energy (DOE), either as a separate entity or in collaboration with others, in an amount not to exceed a matching fund contribution of $1 million for a project involving the modernization of the electric distribution system. 2) Authorize (a) Azusa Light & Water staff to solicit informal proposals for grant application consulting services; and (b) City Manager to approve consultant proposal through execution of Professional Services Agreement (PSA) subject to review by City Attorney. The estimated cost for such services will be reported verbally at the Utility Board meeting. Said PSA will be for professional services to assist staff in preparing a $1 million grant request which will be submitted to the Department of Energy. BACKGROUND On February 17, 2009, President Obama signed into law the American Recovery and Reinvestment Act of 2009 (ARRA), which is a economic stimulus package that contains incentives for smart grid modernization and investments. $3.375 billion has been allocated to the Department of Energy's (DOE) "Smart Grid Investment Grant Program" (SGIG) which provides 108 a mechanism for electric utilities to receive cost-sharing assistance from the federal government for smart grid improvements or demonstration projects. In general, "smart grids" allow information to flow from the customer's meter in two directions: both inside the house to thermostats, appliances, and other devices, and from the house back to the utility. See attached presentation for more information on how this benefits customers and the utility. The DOE will soon release the final Funding Opportunity Announcement (FOA) for SGIG, which will provide up to 50% of the cost of investments by electric utilities for qualified projects that promote the development of a smart and secure electrical grid, create new jobs and help deliver reliable power more effectively, with less impact on the environment, for all customers across the nation. Grants will range from $500,000 to $200 million for smart grid technology deployments or $5 million for grid monitoring devices. The grant program will be very competitive, merit-based process to select qualified projects. The first deadline for submitting grant applications is set for July 27 2009, which would allow Azusa Light & Water staff a very short 20 days timeline in order to prepare and submit a completed grant application worthy of consideration. The next deadline is set for the end of 2009, but there is no guarantee that there will be any grant funds remaining following the first round. There are about 2,000 American Public Power Association (APPA) member publicly-owned electric utilities in the United States, who are potential applicants for the $3.375 billion grants. Moreover, investor owned electric utilities are also eligible to apply for the grants, including regionally organized groups involved in the electric power industry. In view of the one time opportunity to secure and obtain substantial sums of federal government funds under a very competitive grant process, including the potential number of aspirants for "smart grid" grants--and the very short period to prepare and submit a grant application, Azusa Light & Water staff seeks the Utility Board authorization to solicit informal proposals from consulting firms who are experienced in preparing said grant applications to federal government agencies in.order to assist staff in preparing and packaging the grant application. The proposed project for grant application is a Supervisory Control and Distribution Automation (SCADA) System for our electric distribution system, which was first identified in 2004 Electric System Master Plan, a much needed project that will improve the operation of the existing electric distribution system of the City of Azusa, while conforming with the general intent of the smart grid policy of the federal government. FISCAL IMPACT Staff estimates that the total project cost will be about $2 million. If the grant application is favorably selected and the 50%matching funds are secured from the Department of Energy then, Azusa Light & Water would be obligated to match the equivalent amount of $1 million for a proposed "smart grid" project. ARRA grant funds if awarded have to be disbursed and project completed no later than 2010. 109 For the initial funding of the applicant's contribution, staff had included in the proposed Electric Department budget a combined amount of$500,000 representing various improvement projects under the Electric Division Capital Improvement Projects (CIP) for FY 09-10. Contingent on Azusa Light&Water successfully obtaining a $1 million matching grant, then the current budget could be amended or augmented next year in an additional amount of$500,000 when the CIP budget is updated, in order to come up with $1 million as the required grant applicant matching fund. Consultant service costs incurred to prepare the grant application would be paid for out of the Engineering Division's operating budget, which may be amended administratively if necessary. Prepared by: Federico Langit Jr. PE Senior Electrical Engineer Attachment: pdf. Smart Grid 110 Staff Report on AL&W Potential Grant Application For Smart Grid Project - ARRA 2009 • What is Smart Grid (SG) ? • How did the US electric industry got started in Smart Grid ? • What is ARRA and its relation to SG ? • Grant application under ARRA - FOA • Questions , comments SMART GRID CONCEPT I Y� - ;'''v.;. � ��A�. �4 3, � a-s tl•t�. aGk'+ •„, .u" x. ` 'T �+�j�3� ,�', fY`M.1 Y �j .� y[i •Pfi ��'le'• � 'a. y5 k �: "1-'Y s �4 t���%�I ` "9ENEFITS:� :Y#pj� �py"�F•g`•' aK=-1sY�'.r"r'a s s++.�.�...�+&z2e. ro��F+C�i: ax,.ary n> Ed mud meRrteaMt�' y,w.. 'iF�" '++ '•'m�" �� .qfi" ° + a of x�+'s'*,.,�':w MpmtieE uiWneii - 'meg'www" f6f ,fes g �Yi may+ Y✓ �.of � µ'y^AM...lF 1. . n w F N iV SMART G Title XIII: Smart Grid Section 1301 establishes a federal policy to modernize the electric utility transmission and distribution system to maintain reliability and infrastructure protection. The tens"Smart Grid"refers to a distribution system that allows for flour of information fi-om a. customer's meter in two directions: both inside the house to thermostats, appliances, and other devices, and fi-om the house back to the utility.' Smart Grid is defined to include a variety of operational and energy measures — includmg smart meters, smart appliances, renewable energy resources, and energy efficiency resources. Section 1302 calls for DOE to report to Congress on the deployment of Smut Grid technologies and any barriers to deployment. Section A � r - ` ," 1'arin iarwN •Y#ctr��.a xu�aiU NW+"" i}b1�1lt"g11�P .y- YSMM furl' �L.F-}( ' TTS• w_t� 44"M1�3¢ F,ifl_JjYb'x" � 9} .y F� W ` SPA �I r� Smart Grid / AMI • PURPA ACT 1978 (Public Utilities Regulatory Powers Act) • EPACT 2005 (Energy Policy Act) • EISA 2007 (Energy Independence & Security Act under former Pres . Bush Administration) • CEC LMS 2008 (California Energy Commission — Load Management Standards) • ARRA February 2009 (American Recovery & Reinvestment Act under President Obama) • AMI — SG (Advanced Meter Infrastructure — Smart Grid AMI Advanced Metering Infrastructure (AMI): AN is defined as the communications hardware and software and associated system software that creates a network between advanced meters and utility business systems and which allows collection and distribution of information to customers and other parties, such as competitive retail providers, in addition to providing information to the utility itself. Figure III-l. Building blocks of advanced metering. applicable to all meter reading systems—from mobile to complex real-time fixed networks Data F TO U t= Collection. g; pmt Network AMmnced Metering Infrastructure Host ClWn EkcWc Mtn GM wutce: 1;tih?omt Intetrataoaaf r I � N � k [[� .{ � � } � � • I S[ I 1 1 1 "I}"f �� Y b.,z � 1 .., I •...� Yrs�ry ''�pfi�{j�� Illd'sy�0'`4_ ji r 03/18/2008 Y SMART GRID GRANTS , Smart Grid;Grants The ARRA furnishes the Ener?,7 Department with $4.5 3 billion for promoting, electricity delivery and energy re- t liability, a portion of which can be used for grants for smart griddemunstrauota prolccts. Municipal. ar"ah and investor: owncd utilities are eligible for the grants, ` and the grants will he 50k federal matching grants. DOE must award grants for pterlccts m urban, sulfur- ban, tribal, and rural areas." The grants can be used for demonstration prnyeces focusing on advanced technoltr- NO h JA gics, using open protocols and standards. and, for rvim- burscment of the cost of purchasing and deploying smart grid capital equipment and appliances. 'Me Fn- crgy Department is required to establish the procedures :tr for the smart grid hunt program within 60 days of " die 0., T- :)- ARRA enactment (i.e., by April 181. r 00 1Jf �y� AnI Y e Preliminary Assessment ARRA Grant Matching Funds • $3 B available for grant matching funds (FOA) • There are atleast2000 APPA member utilities • If every. member electric utility applied for 50% federal matching fund for their own projects , then grant fund is limited ($3 B / 2K = $1 .5 M) • Proposed SG project shall comply with Federal funding criteria under the ARRA • Contribution by AL&W to a proposed $ 1 million project under the ARRA 50% matching funds = $500,000 AL&W Grant Application Questions , Comments Y t L J 'ell, — 2,yg q � u References , copyright acknowledgement • Smart grid picture , Department of Energy • AMI smart grid Southern California Edison • AMI — Utilitipoint International • APPA Photo Smart Grid Grants N r AZUSA LIGHT t NATE[ CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL. FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: JUNE 22, 2009 SUBJECT: ADOPTION OF LEGISLATIVE POSITIONS RECOMMENDATION It is recommended that the Azusa Utility Board/City Council adopt the legislative positions included in this report and authorize the Mayor to sign letters addressed to legislators as may be required during the remainder of legislative session to advocate the adopted positions. BACKGROUND The California State Legislature and U.S. Congress continue to debate legislation regarding Green House Gases (GHG), and the "Cap and Trade" debate in particular is becoming somewhat contentious as various groups weigh in on whether this regulatory scheme makes sense during this economic time and will have the intended effect of reducing GHGs. Staff will have to prepare a presentation on this debate for subsequent meeting, however, it is advisable that the Utility Board/City Council monitor the news about "Cap and Trade" as it is likely to have fiscal impacts on the Electric Utility if approved. At this time, staff proposes the following positions be taken by the Utility Board/City Council to add to our modest list positions taken on bills this year: AB 49 Summary: Would require the state to- achieve a 20% reduction in Water Conservation urban per capita water use in California by December 31, 2020. The state would be required to make incremental progress towards this goal by reducing per capita water use by at least 10% on or before December 31, 2015. The bill would require each urban retail water supplier to develop urban water use targets and interim urban water use targets by December 31, 2010, in accordance with specified requirements. RECOMMENDATION: SUPPORT Reason for Position: Statewide persisting drought conditions, environmental lawsuits, and growth in California threaten our ability 122 to import,water. Conservation is one strategy that can be used to address this problem and Azusa has made much progress already in this area. AB 222 Summary: Makes desirable changes to definitions in State statute that Solid Waste/ have hampered development of conversion technology facilities from Conversion a recycling perspective. Bill defines "Biorefineries" in a way to Technology encompass a host of conversion technology facilities, including those that use noncombustion thermal, chemical, biological, or mechanical conversion process, or combination of these processes, to produce electricity or a renewable fuel. These are distinguished from transformation facilities which are incinerators. Waste diversion from transformation is capped, whereas Biorefineries or conversion technology facilities are not subject to similar cap. The bill creates a nexus between these facilities and renewable energy, which provide further incentives for the development of such facilities in the State of California. RECOMMENDATION: SUPPORT Reason for Position: Conversion technology facilities are arguably the best way to meet long term disposal needs in an environmentally friendly way, and can have significant benefits in the area of renewable energy, thus increasing available ways to increase the amount of electricity supplied through renewable sources. SB 25 Summary: Proposes to increase waste diversion requirements of AB Recycling/Waste 939, from 50% to 60% by 2015, and then to 75% by 2020. As Diversion currently drafted, would mandate adoption of a commercial recycling ordinance in cities 200,000 or more in population. The bill would also increase the State's waste disposal surcharge from $1.40 per ton to $2.13 per ton beginning January 1, 2012. RECOMMENDATION: OPPOSE Reason for Position: Given state of economy, collapse of market for recyclables, and lack of conversion technology and transformation facilities to divert additional waste, this bill is impractical and onerous. Once the Puente Hills landfill closes, Azusa will have some difficulty just meeting the 50% requirement. FISCAL IMPACT There is no immediate fiscal impact of adopting either a Support or Oppose position on any one of the attached legislative bills. Prepared by: Cary Kalscheuer, Assistant to the Director of Utilities C71 AZUSA uGxT 6 WATFI CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: JUNE 22, 2009 SUBJECT: RESOLUTION TO MODIFY THE LIGHT&WATER RULES AND REGULATIONS TO RESOLVE OMISSIONS, INCONSISTENCIES WITH BUSINESS PRACTICES, AND ALLOW LIFELINE DISCOUNT AND THIRD- PARTY NOTIFICATION TO APPLY TO ALL ELIGIBLE CUSTOMERS RECOMMENDATION It is recommended that the Azusa Utility Board/City Council approve attached resolution modifying the Light & Water Rules and Regulations to rectify omissions, inconsistencies with business practices, and allow lifeline discount and third-party notification to apply to all eligible customers. BACKGROUND A review of Azusa Light & Water Rules and Regulations has been conducted to identify any inconsistencies between Electric and Water Rules and Regulations, and dissimilarities with business practices and the Rules and Regulations. Five general areas were identified: (1) Both Electric and Water Rules and Regulations state that payments must be to our office by end of the business day prior to disconnect. Staff needs time to correctly prepare the disconnect list so the field service representatives can get to the field first thing the next morning. Our practice is to require payment of a delinquent bill to be in our office by 3:00 p.m. the day prior to scheduled disconnection of service. This date and time is specifically stated on the disconnect notice. Both Electric and Water Rules and Regulations need to be updated to reflect this current practice. (2) Specific reference to the convenience charge amount for paying by credit card or debit card can be deleted since this fee is stated in communications about these payment types. (3) Third-party notification as described in the Water Rules and Regulations needs to be expanded to make this program available to all customers rather than only those over 62 years of age or disabled. 124 (4) Reference to third-party notification and the ability for a qualifying customer to amortize payments up to twelve months both need to be added to the Electric Rules and Regulations. (5) The residential water lifeline discount currently only applies to customers residing in Azusa. It should be available to all water customers. The Water Rules and Regulations need to be modified to reflect this change. Changes to these five areas are referenced in Exhibit A. FISCAL IMPACT There will be a small cost for customers outside city who may apply for lifeline discount. Prepared by: Karen Vanca, Assistant Director Customer Care & Solutions 125 RESOLUTION NO. A RESOLUTION OF THE AZUSA UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA, AMENDING THE AZUSA LIGHT & WATER RULES AND REGULATIONS GOVERNING THE ELECTRIC AND WATER SERVICE SUPPLIED BY AZUSA LIGHT & WATER WHEREAS, pursuant to Section 78-37 of the Azusa Municipal Code, the City Council may from time to time establish and amend the Rules and Regulations concerning utility services provided by its Light and Water Department; and WHEREAS, the Utility Board/City Council has determined that any omissions and inconsistency between Water and Electric Rules and Regulations should be changed; and WHEREAS, Azusa Light& Water proposes to modify the Rules and Regulations to reflect current business practices and to allow the Water Lifeline Discount and Third-Party Notification to apply to all eligible customers by implementing the following additions and changes to the current Rules and Regulations: 1. Electric Rule No. 8 and 9 and Water Rate Schedule and Water Rule No. 7. NOW, THEREFORE, THE UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, DOES FIND AND DECLARE THAT: SECTION 1. Adoption of Amendments. The City Council hereby adopts the amendment to the Rules and Regulations set forth in Exhibit "A" which is attached to this Resolution and is incorporated herein as set forth in full. SECTION 2. Effective Date. The amendments to the Charges and Rules and Regulations shall become effective on June 23, 2009. PASSED, APPROVED AND ADOPTED this 22nd day of June 2009. Joseph R. Rocha Mayor ATTEST: Vera Mendoza City Clerk 126 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I, Vera Mendoza, City Clerk of the City of Azusa, do hereby certify that the foregoing Resolution No. was duly introduced and adopted at a regular meeting of the Azusa Utility Board/City Council on the 22nd day of June 2009, by the following vote, to wit: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Vera Mendoza City Clerk 127 EXHIBIT "A" Proposed Changes to Rules and Regulations ELECTRIC RULE CHANGES Changes to take effect June 23, 2009, text to be deleted is highlighted in Stfikeettt. Changes to take effect June 23, 2009, text to be added is highlighted in underline. Text that is not highlighted is current and is being provided for context and reference. Amendment to Rule No. 8 Rendering and Payment of Bills C. PAYMENT OF BILLS: 3. Disconnect Date: Accounts are considered subject to disruption of service and additional penalties if payment is not received in the Azusa Light &Water office by elese of busaness 3:00 p.m. on the day prior to the DISCONNECT DATE shown on the DISCONNECT NOTICE. F. CREDIT CARD CHARGE: There will be a convenience charge of$3.93 per increments of$500.00 for this service. Amendment to Rule No. 9 Discontinuance and Restoration of Service L. THIRD PARTY NOTIFICATION The Utility shall make available to its residential Customers a third-party notification service, whereby the Utility will send a duplicate final notice to notify a person designated by the customer to receive notification when the customer's account is past due and subject to termination. The notification shall include information what is required to prevent termination of service The residential customer shall make a request for third-party notification on a form provided by the utility and shall include the written consent of the designated third oartv The third-party notification does not obligate the third party to pay the over-due charges nor shall it prevent or delay termination of service. M. AMORTIZATION: Any customer meeting the requirements of subparagraph 3 of paragraph B shall, upon request,be permitted to amortize over a period not exceed 12 months, the unpaid balance of the bill asserted to be beyond the means of the customer to pay within the normal period of payment. This provision shall be limited to one unpaid balance within a twelve-billing period. WATER RULE CHANGES Amendment to Water Rate Schedule F. & LIFELINE RATE: Upon written application to Azusa Light&Water, a water customer who meets the following standards is eligible for a $2.20 discount from the basic monthly meter service charge. The. &IORP, Rate may e.ly be ext ide d to City of Azusa ..:a,,,,.. 128 �t Amendment to rule No. 7 Rendering and Payment of Bills 3! B. PAYMENT OF BILLS: 3. Disconnect Date: Accounts are considered subject to disruption of service and additional penalties if payment is not received in the Azusa Light&Water office by ^l^^^ of ss 3:00 p.m. on the day prior to the DISCONNECT DATE shown on the DISCONNECT NOTICE. E. CREDIT CARD CHARGE: There will be a convenience charge of$3:43 per increments of$500.00 for this service. Amendment to Rule No. 8 Discontinuance and Restoration of Service I. THIRD PARTY NOTIFICATION: The Utility shall make available to its residential customers,whe are 62 yeaFs of age or^la^ eF whe ^ ^ dependent-dohs-, a third-party notification service, whereby the Utility will attempE send a duplicate final notice to notify a person designated by the customer to receive notification when the customer's account is past due and subject to termination. 12.G. D _3 x- c AZUSA ye ucxr wpm INFORMATIONAL ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: JUNE 22, 2009 SUBJECT: WATERMASTER DROUGHT DECLARATION Attached notice from Watermaster dated May 26, 2009, urges all San Gabriel Valley cities to reduce water demand by 20%. Some detailed information is included in the notice pertaining the Key Well elevation, which shows trend line approaching historical low point. Currently, Azusa Light & Water is operating under a Phase II Water Shortfall declaration, which targets a 10% reduction. As you know, from FY 2006-07 to FY 2007-08, production was reduced by 17.8% due to aggressive water conservation programs. This trend has continued throughout FY 2008-09, and is partly why the Water Utility had to adjust rates recently as you know. Azusa Light &Water customers are expected to continue conservation in the upcoming fiscal year under the Phase It water shortfall declaration of the City, and compared to FY 2006-07, are likely to conserve about 18%. Prepared by: Cary Kalscheuer, Assistant to the Director of Utilities 130 �M�a)in^�San�}G�a�t€�rriielBasin RECEIVED 1 N G 1 2009 May 26, 2009 AA K &JCC:7p u? Wg4 TO: ALL PARTIES TO SAN GABRIEL BASIN JUDGMENT (LASC 924128), AND ALL SAN GABRIEL VALLEY CITY MANAGERS RE: DROUGHT DECLARATION — CONTINUED WATER SUPPLY SHORTAGE; CONSERVATION MEASURES NEEDED Dear Parties and City Officials: Last year, the Main San Gabriel Basin Watermaster adopted a resolution to alert Water Producers and City Officials to the current critical water supply shortage and to encourage cities and water system operators to implement programs to reduce water demand by up to 20 percent. Following a winter season that produced below-average rainfall and snowpack, with Northern California's reservoirs approaching historic low levels, California's Governor has now issued a state-wide drought declaration and is also asking for a 20 percent reduction in water use. The 2007 court decision to require cutbacks on water pumped from the Sacramento-San Joaquin River Delta has severely curtailed the amount of imported water available to Southern California, and Metropolitan Water District of Southern California has suspended delivery of replenishment water for the past two years. Watermaster is currently unable to purchase most of its imported replenishment water needs. Furthermore, local dry conditions for the past three years have provided only minimal quantities of storm water and runoff for recharge, and our groundwater levels are declining. With below-average rainfall this winter, we can now expect our groundwater to reach an historic low by summer. Attached for your reference is a hydrograph showing groundwater levels at our Key Well in Baldwin Park. This hydrograph clearly shows the downward trend in water levels, as well as the historic low level that the Key Well is projected to reach this summer. Please consider taking steps to reduce water demand and encourage customers and the community to be water-wise. If you have questions,please contact us at (626) 815-1300 or email carol4matermaster.org. Thank you, Com : Carol Williams Executive Officer Main San Gabriel Basin Watermaster 725 North Azusa Avenue Azusa,California 91702•Telephone (626)815-13DO•Fax(626)815.1303 http:/hv wmatermaster.or.9 131 QP6..O..Rm�kd P.n, tom".!E'I s1&' r .c..... �x w el. MainSanGabrielBasin " WATERN ASTER San Gabriel Valley Water Supply: A GROWING CRISIS IMPACTS OF DROUGHT AND IMPORTED WATER CUTBACKS ON THE SAN GABRIEL VALLEY HERE OUR WATER COMES FROM Lowest Groundwater Most local water supplies are from a huge local groundwater Basin. Levels Recorded Approximately 80 percent of water supplied to residents and As a result of the local dry usinesses in the San Gabriel Valley is pumped from the Main San conditions and the inability (Gabriel groundwater basin that underlies the Valley. The Basin is to buy imported water for refilled by natural percolation of rainwater, along with artificial recharge, groundwater levels recharge of stormwater that is captured in local flood control in the Main San Gabriel Basin facilities and gradually percolates into the ground. have been steadily dropping But imported water is also needed. In most years, imported water is over the past two years, and, required to supplement these local supplies. For more than one-half without significant rainfall century, San Gabriel Valley has depended on both fully treated imported this winter, are expected to water as well as untreated imported replenishment water to help refill e groundwater supply. fall to the lowest level ever recorded in 2009. WATER SUPPLY CRISIS FACING THE SAN GABRIEL VALLEY Local Drought Impacts: The past few years have been very dry locally, providing only minimal natural recharge and storm run-off. Two years ago, we experienced the driest year on record. Last year's near-average rainfall helped, but the ground was so dry from the previous year that only 60% of the average year's storm water capture was available for recharge. This past winter, we received below-average rainfall. Statewide Drought Impacts: The statewide situation is similar. Below-average rainfall and snowpack statewide for the past two years has greatly diminished water stored in Northern California's reservoirs, and in turn led to reductions in the amount of water that can be sent to Southern California. Colorado River Drought Effects: The Colorado River, another source of imported water for our area, has experienced a record-breaking eight-year drought, resulting in only about half of normal water storage along the river, and a consequent reduction in supply to Southern California. Delta Cutbacks Cause Further Reductions: Water available from the Sacramento-San Joaquin River Delta has been significantly reduced due to a federal court order to protect the endangered Delta Smelt fish. Water deliveries to the State Water Project, which supplies water to users throughout Central and Southern California, have been reduced to about 35 percent of normal. Supplemental Recharge Water Cut Off: Finally, since May 2007 imported replenishment water deliveries to recharge our Basin have been halted, due to the combination of the statewide drought and the court decision mentioned above. Metropolitan Water District, the supplier of our replenishment water, estimates that it may only have water available for groundwater replenishment about 3 years in ten, and even then, the amount available may be significantly reduced. 132 WATER AGENCIES TAKE ACTION TO RESOLVE WATER SUPPLY CHALLENGES Since the announcement of decreased supplies from the State Water Project in May 2007, San Gabriel Valley water agencies have been working to develop alternatives to minimize the water supply crisis and reduce our reliance on imported replenishment water. THESE EFFORTS INCLUDE: ACTIONS TO INCREASE WATER SUPPLY ® Purchasing More Treated Imported Water for Direct Service to Customers. Untreated imported water for recharge has been cut back indefinitely. However, there are still additional, but limited supplies of imported treated water that can be directly delivered to customers for potable use. While imported treated water costs more than local and replenishment water supplies, area water agencies are purchasing more of it to protect groundwater levels and assure that customer water needs are met. ♦ Exploring Ways to Increase Storm Water Capture From Local Dams,Rivers and Recharge Basins. This alternative involves improving the ability to collect stormwater, deliver it to recharge basins, and percolate it into the groundwater basin. ® Developing a Project to Purify Recycled Water for Groundwater Recharge. Several local water agencies are developing a project that will take up to 25,000 acre-feet of highly-treated recycled water, purify it through a 3-stage state-of-the-art treatment process, and use it for groundwater recharge at the Santa Fe Spreading Grounds and along the San Gabriel River. The project is similar to Orange County Water District's successful Groundwater Replenishment System, which recently went into operation. The San Gabriel Valley project is currently in the preliminary design phase and will require several more years for construction and implementation. However, the recycled water recharge project will ultimately provide a significant part of the San Gabriel Valley's long-term water supply solution that will not be subject to court-ordered cutbacks or weather patterns. o Encouraging Valley Residents and Businesses to Reduce Their Water Use by 20%. Although local water agencies are taking action to develop and purchase new water supplies, it will require many years to achieve this goal. But the region is already being impacted by the drought and imported replenishment water cutbacks, so immediate action by local water users is essential; a 20 percent water reduction is needed. Water agencies are developing programs that will help customers to conserve and achieve the necessary 20 percent reduction. RESOLVING THE GROWING WATER SUPPLY CRISIS WILL TAKE MANY YEARS, AND REQUIRE LARGE INVESTMENTS TO SUCCEED. In order to balance water supply and water needs, local water users will also need to adjust water use to avoid waste and increase efficiency.Your local water supplier will keep you posted as we make progress on resolving these difficult challenges. MainSanGabriel Basin 725 North Azusa Avenue,Azusa,CA 91702 �NWATERMASTER (626)815-1300 • (626)815-1303 fax w vv w.w a to rm a ste r.o rg 133 280 -- 270 .._..... ... ...........:...._............... .... ........ . - . .- ..... .._._......._................-....................... .. . .... ..... ... . ..._.........................____...._-_.. .. 260 ................ ----... ......._. . ......_._.. ................-............._.-.- PROJECTED WATER LEVEL(195 250 FEET BY JULY 1,2009;185 FEET BY SEPTEMBER 30,2009) 240 . .. . .... ........ ..................... ...... ....... .- w w 2 230 . ......................... .......... .. ................ ....... Z G220 .. .. . . .............. ......................... WATERMASTER OPERATING w GUIDELINES FOR BASIN 210 . .......................... . SUPPLEMENTAL WATER ...... . _.....-..... ...................... ........... ............................ ...... -. ..._. -....-..-......,.......... 200- 190- _..---...--.._............ . ................................ ................................. .... . e 180 .... ........_..----.._...._.. __................._............... .. ......... _......... ........... 170 "e_ e E i 2 Q Q e � Q c 0 0 o WATER YEAR MAIN SAN GABRIEL BASIN WATERMASTER ® STETSON ENGINEERS INC. Covina San Rafael Mesa,Arizona BALDWIN PARK KEY WELL ELEVATION STETSON ET SON. WATER RESOURCE ENGINEERS (PROJECTED THROUGH SEPTEMBER 30, 2009) "ab ZWDbs%120S1205 11200MUCEY WELL , MONTHLY REPORT JUNE,2009 PROJECT: MEMBRANE TREATMENT UPGRADE OF THE CANYON FILTRATION PLANT PROJECT NO.: WVF-207 GENERAL CONTRACTOR: SSC CONSTRUCTION INC. DESIGN ENGINEER: BLACK&VEATCH INC. CONSTRUCTION MANAGER: BLACK&VEATCH,INC. PROJECT CONTRACT AMOUNT: $35,905,500.00 $36,515,702.14 EXTRA DAYS CHANGE ORDERS TO DATE: $100,642.76 10 Approved July 23,2007 $164,975.54 14 Approved Sept 24,2007 $57,261.33 4 Approved Nov 26,2007 $22,693.21 0 Approved Feb 25,2008 $9,454.31 24 Approved July 28,2008 $90,761.23 2 .Approved Oct 27,2008 $71,407.91 34 Approved Jan 26,2009 $93,005.85 0 Approved Feb.23,2009 88 MONTHLY ACTIVITIES Construction progress meetings were held May 7&May 21 Total CO's $610,202.14 f As of 06/15/09 (1.70%overbid price) Subcontractor TSI not yet complete with setup of WTP SCADA Membranes-Siemens to rtetron to site to adjust control,software and repair a leak Landscapers planting complete 4000a Dedication Of Joseph F.Hsu Water Filtration Plant held June 8 MAY PROGRESS PAYMENT REQUEST: $130,248.80 TOTAL PAID TO DATE $36,354,246.42 AMOUNT TO ESCROW $2,469,975.05 *Fixed amount PROJECT PERCENT COMPLETE 99.56% W AZUSA EIGHT R WATER INFORMATION ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: JUNE 22, 2009 SUBJECT: ANNUAL ADJUSTMENT OF REPLACEMENT WATER COST ADJUSTMENT FACTOR The existing water rates for the Azusa Water Utility include an annual adjustment factor called the "Replacement Water Cost Adjustment Factor (RWCAF)." This adjustment factor was implemented following the severe drought that occurred around 1990. The drought forced the Watermaster to set the Operating Safe Yield in the San Gabriel Basin very low, which in turn increased our replacement water costs far above those normally anticipated in a so-called normal water year. In 1992, the City Council adopted a rate methodology which included a RWCAF, which was incorporated into the City's regular water tariff. This resulted from a water rate review in which the replacement water cost component was analyzed separately. The adjustment factor that the City Council adopted, and which was recommended by staff, is similar to the Fuel Cost Adjustment Factor for electricity that was first introduced in the 1970's during the oil embargo when energy costs fluctuated regularly due to the unpredictable oil supply and costs. The RWCAF, by tariff adopted in 1992, shall be reviewed annually and adjusted accordingly. Whenever an adjustment is required, the Director of Utilities shall inform the Utility Board/City Council. By this memorandum, I am providing notice that because Water-master has, for Fiscal Year 2009-2010, set the Operating Safe Yield of the Main San Gabriel Basin at 170,000 acre-feet from 180,000 acre-feet in FY 2008-2009, the purchase of replacement water will be necessary. However, due to lower water demand being achieved through water conservation, it will be possible to purchase less replacement water than prior years. Therefore, the RWCAF will be adjusted downward to $0.0518 for FY 2009-20010 from $0.0590 charged in FY 2008-2009.The RWCAF will be lowered to$0.0518 effective July 1, 2009. Again, the Operating Safe Yield as established by the Main San Gabriel Basin Watermaster for FY 2009- 2010 is 170,000 acre-feet, downward from 180,000 acre-feet last year in FY 2008-2009. Please call me if you have questions. Prepared by: Chet Anderson, Assistant Director- Water Operations 13P T**YM lip AZU5A, i INFORMATIONAL ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES DATE: JUNE 22, 2009 SUBJECT: QUARTERLY FUEL COST ADJUSTMENT FOR SAN JUAN RESOURCE On July 26, 2004, the Utility Board approved a fuel cost adjustment mechanism for San Juan power plant. This mechanism is intended to credit customers with cost savings that are realized when our .power plant operates reliably and replacement power costs are avoided, and conversely, allow the Utility to increase revenues to recover a portion of our replacement power costs when the San Juan resource experiences outages. This report encompasses replacement power costs incurred for the San Juan resource during the period of March 16, 2009 through June 15, 2009. Staff recommends that Fuel Cost Adjustment be set at zero for the period of July 1, 2009 through September 30, 2009. The availability of the San Juan unit #3 during the period of March 16, 2009 through June 10, 2009 was 83.4%, slightly below the budgeted availability of 85%. The average cost of replacement power during this reporting period was $27.06/NM as compared to the budgeted cost of $40/MWh, greatly benefitting from the. depressed commodity market in general. The combination of slightly above average availability and lower average cost of replacement power resulted in a net credit of$90,974 for Fuel Cost Adjustment for the quarter, and when combined with the carry over amount from the previous quarter of$122,990 results in a total FCA charge of$32,016. Per current FCA mechanism, the FCA charge in an amount less than $100,000 shall be carried over to the following quarter for recovery. Thus, San Juan FCA for the third quarter will be set to zero. Prepared by: Bob Tang, Assistant Director- Resource Management 137 San Juan Fuel Cost Adjustment Calculation for 03 2009 March 16-April May June (') Actual SJ Output 24,442 20,539 5,483 Actual SJ Replac Energy Cost $200,845 $36,077 $35,242 $27.06 Maximum Output 31,987 21,576 6,960 Unavailable SJ Output 7,545 1,037 1,477 16.62% 83.38% % Outage Rate 23.59% 4.81% 21.22% Base SJ Output @ 85% 27,189 18,340 5,916 Unavailable SJ Output 4,798 3,236 1,044 % Outage Rate 15.00% 15.00% 15.00% Base SJ Replac Energy Cost @$40/MWh $191,922 $129,456 $41,760 Actual - Base SJ Replac Energy Cost .$8,923 -$93,379 . -$6,518 San Juan Insurance Premium Recovery $0 $0 $0 San Juan Insurance Payout $0 $0 $0 Cumulative Quarterly Difference (CQD) -$90,974 Q1 2009 Carry-Over $122,990 If I(CQD)I<$100,000, then adjustment=0 If I(CQD)J>$750,000, then adjustment=+-$750,000 $32,016 or else adjustment = COD July August September Forecast Retail Sales (MWh) 26,039 26,836 25,120 SJ FCA for Q3 2009 (cents/KWh) 0.00 (') Through June 10th, 2009 }r W 00 � . r� AW-00 FF Azul( INFORMATIONAL ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND AZUSA CITY COUNCIL FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES ^ ' / DATE: JUNE 22, 2009 V� SUBJECT: DEFERRAL OF PURCHASE OF SAN JUAN FORCED OUTAGE INSURANCE At March 23, 2009, Utility Board meeting, the Board authorized staff to purchase forced outage insurance for San Juan Unit 3 at a not-to-exceed cost of$100,000 for fiscal year 2009-2010. Said insurance would protect the city from incurring exorbitant replacement power costs should San Juan suffer unexpected outages when the spot market price for electricity is high. However, since March 23 the spot market for electricity has further declined and has reached a point where the forward prices for spot market electric power for the period of July 1, 2009 through June 30, 2010 are lower than the strike price of the offered insurance policy, e.g., the current average spot price for FY 09-10 is about $37.8/MWh, whereas the strike price in the offered insurance policy is $40/MWh. What this means is that even if San Juan is forced out, the insurance policy will not provide any benefit as it does not cover losses below $40/MWh. Given the current very soft spot market condition, staff is holding off the purchase of the insurance. Staff will continue monitoring the market condition and trigger the purchase of such insurance policy if the market condition so warrants. Prepared by: Bob Tang, Assistant Director- Resource Management 13.9