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HomeMy WebLinkAboutAgenda Packet - June 25, 2012 - UB Ir N AZUSA MON (IONT A WATIt --" 1 AGENDA t REGULAR MEETING OF AZUSA UTILITY BOARD AZUSA LIGHT & WATER JUNE 25,2012 729 N.AZUSA AVENUE 6:30 P.M. AZUSA,CA 91702 AZUSA UTILITY BOARD ANGEL CARRILLO CHAIRPERSON URIEL E. MACIAS JOSEPH R.ROCHA VICE CHAIRPERSON BOARD MEMBER KEITH HANKS ROBERT GONZALES BOARD MEMBER BOARD MEMBER 6:30 P.M. Convene to Regular Meeting of the Azusa Utility Board • Call to Order — • Pledge to the Flag • Roll Call ; A. PUBLIC PARTICIPATION 1. (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.) B. UTILITIES DIRECTOR COMMENTS 1. Pride in Public Power Video (6 Min.) C. UTILITY BOARD MEMBER COMMENTS D. CONSENT CALENDAR The Consent Calendar adopting the printed recommended action will be enacted with one vote. If Staff'or Councilmembers wish to address any item on the Consent Calendar individually, it will be considered under SPECIAL CALL ITEMS. 1. Minutes. Recommendation: Approve minutes of regular meeting on May 29, 2012 as written. KUL Ili- May 2012 Minutes.pdf 2. Approval of Two-Year Extension of the Low Income Home Energy Assistance Program (LIHEAP) with the State of California. Recommendation: (1) Adopt the following resolution extending a two- year agreement with the State of California for residential Low Income Home Energy Assistance Program (LIHEAP) to assist qualifying electric customers with their electric bills; and (2) authorize the Mayor to execute agreement with the State of California. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA EXTENDING THE LOW ` INCOME HOME ENERGY ASSISTANCE PROGRAM FOR AZUSA RESIDENTS. LIHEAP LIHEAP Agmt.pdf Rpt-Reso.pdf 1 3. Acceptance of Certain Grants of Easement from Los Angeles County eRecommendation: Adopt the following resolution accepting permanent grants of easement for Water Project W-265 from Los Angeles County and authorize the City Clerk Office to file said resolution at the Office of Los Angeles County Recorder. n) A RESOLUTION OF THE UTILITY BOARD/CITY COUNCIL OF THE CITY,OF AZUSA ACCEPTING CERTAIN GRANT OF EASEMENT AND DIRECTING THE RECORDING THEREOF. KWUL ad LTJ Rpt Easement.pdf Reso Easement.pdf Reso Exhibits.pdf 2 002 • ,4� Approval of Contract with J. De Sigio Construction, Incorporated for Water Main Replacement �Proiect W-265. Recommendation: Award contract to J. De Sigio Construction, Inc. for Water Main Replacement Project W-265, which includes replacement of 6,200 linear feet of water main of various sizes and appurtenances in Lark Ellen Avenue, Brookport Street, Bellbrook Street, Vogue Avenue, Benwood Street, Benbow Street, and Cypress Avenue in Los Angeles County, near West Covina in \ ? amount not-to-exceed $1,429,780. Bid Award - W-265.pdf - .-- - - 5. Appr_ al of Solicitation for Proposals to Provide Inspection Services for Water Main Replacement Project W-265. Recommendation: Approve Request for Proposals (RFP) for inspection services and authorize staff to solicit proposals for Water Main Replacement Project W-265 in.Lark Ellen Avenue, Brookport Street, Bellbrook Street, Vogue Avenue, Benwood Street, Benbow Street, and Cypress Avenue in Los Angeles County,near West Covina. i U Insptn Svc RFP.pdf Insptn Svc RFP Ltr.pdf 6. Approyal of 2011 Power Source Disclosure Report and Posting. Recommendation: Approve Azusa Light & Water's 2011 Power Source Disclosure report and posting. LTJ Pwr Res Ma 2011 Pwr Res Disdr.pdf Ma.pdf I 7. Appro Ial of Power Resources Risk Management Policy. Recommendation: Approve attached clarified Appendix D-1 of the Azusa Risk Management Policy. T—W --li - Risk Mgt Policy.pdf Amended Apdx - D-1.pdf E. SCHEDULED ITEMS 1. Approval of License Agreements with ECstahty for Furnishing and Installing (i) a Level II Electric Vehicle Public Charging Station at City Hall Parking Let, and (ii) a Level III DC Fast Charging Station at 6' and San Gabriel. Recommendation: Approve the ECOtality License Agreement for furnishing and installing (i) a Level I1 `Blink" electric vehicle public charging station at Azusa City Hall parking lot, and (ii) a Level III DC fast charging station at 6d' and San Gabriel; and authorise signature by the Director of Utilities. I OfflikX EM, L U LLJ EV Charging Level H lic Agmt.pdf DCFC Uc Agmt.pdf Station.pdf i 3 003 „.: .. 2. Approval of Rate Schedule "EDR-2” Revising Economic Development Rate Discounts for Qualified Non-Residential Electric Customers. Recommendation: Adopt the following resolution approving Schedule "EDR-2" to revise the Economic Development electric discounts for qualifying non-residential customers. A RESOLUTION OF THE CITY COUNCIL AND UTILITY BOARD OF THE CITY OF AZU ' Cfr ',t'CALIF'ORNIA,,, APPROVING,\ ELECTRIC q UTILITY, RATE SCHEDULE,, "EDR-2-ECONOMICn DEVELOPMENT; RATE" 'PROVIDING ECONOMIC DEVELOPMENT-INCENTIVES FOR QUALIFIED-' 'COMMERCIAL.AND INDUSTRIALI:,ELECTRIC CUSTOMER$. c moll, _11d EDR.pdf EDR Reso.pdf EDR Schedule.pdf - f,-- 3. August 27, 2012 Utility Board Meeting Schedule(Verbal) 1 �� ,J F. STAFF REPORTS/COMMUNICATIONS I. Update on Smart Grid Study L_J Snort Grid Rpt.pdf 2. Annual Adjustment of Replacement Water Cost Adjustment Factor and Temporary Leasing of Excess Water Rights MUL RWCAF and Wtr Leasing.pdf 3. San Juan Update(Verbal) G. ADJOURNMENT I. Adjournment. p "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." d `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." 4 004 Utflity Board Meeting Interstate 5 Lodi Energy Center }`r u June 25, 2012 Chair Angel Carrillo ..� AZUSA L I G H ` b W A i E R Utilities Director Comments Lodi Energy Center Dedication ° Video — " Pride in Public Power" http://videos.publicpower.org/pride-in- public-power 2 AZUSA LIGHT 6 'NATER •� n UNRY Board Comments AA 3 AZ+USA LIG H T & 'NPT E8 ConsentAgenda May 29, 2012 Minutes o Low Income Energy Assistance Program Extension Acceptance of LA County Easements for W-265 J . De Sigio Construction Contract, Water Main Replacement Project W-265 ($1 ,429, 780) Inspection Services RFP for W-265 2011 Power Source Disclosure Report Power Resources Risk Management Policy Update 4 AZUSA LIGHT U WATER License Agreements with ECotality for EV Charging i .F. Azusa Utility Board June 25, 2012 5 AZyUSA LIGHT b W n, E R Lcoackground ° Azusa has an opportunity to participate in a national "EV Project" ° The EV Project, funded in part by federal ARRA grant, will deploy several thousand EV chargers in major metropolitan areas in six states, including California ° The contractor for this research project is ECOtality, Inc. g AZUSA L I G H * E W n r E R Opp ortu ioty No . I Two Level II "Blink" EV chargers provided by ECOtality at no cost to Azusa ($6,000 value) Location at City Hall parking lot just north of Civic Center Auditorium (south of Library) Installation shall be paid by ECOtality ($4,500 value) • AL&W will extend electric service to for the chargers • Azusa shall provide electricity used by the chargers and receive '/2 of user fees and advertising revenues • Demonstration project through 2013 • At the end of demonstration, Azusa has the option to own the chargers or have removed — either at no cost 7 A`ZrUSA LIG M i & 'NP r EB CKy HaH LocaUon A '' > 4 I 'Sr� I� _ .►ta /5 r 411. A Z U S A LIGHT a WATER City Hall Location r A • i �,�` T �� GZ .,..r�`s.t �,i R• [,_ I ge'yI oeta 012012 Google 9 AZUSA LIGHT & WATER OpportunKy N ® o 2 ° A dual port Level III DC Fast Charging Station to be provided by ECOtality at no cost to Azusa ($60,000 value) • Location at 6t" and San Gabriel north of Post Office • Installation shall be paid by ECOtality ($40,000 value) • ECOtality to pay Azusa for electricity used by the chargers • Five year term • ECOtality will retain ownership of the charging unit �pAr1 �N 10 AZUSA LIGHT b WATER 6t" & San Gabriel Location r �..a.. Map Trak Yaso.•. ♦ ' '� .''.,�y2 + v110 �L a�.f, Y �':�"f �. �1• j ter , 751 .. .ti.+-� r�r' Qi 1 `� �1 6..1q`.w Par 35 ,�7r e�..� 04 11 A Z U S A LGH i 3 WATER • • San GabrielLocation a and 6th street.azun en n y jm Map v Traffic r "if Pq VIP Report a problem 12 AZUSA L qv �� ,rte(, � y. -! •� � +rt a Q • .. a `&� S 4 !{rte �E. �®�^• 'f. e•_"'erl t.�..+:�rnt,4�'"i/'�' ( '1 Jjr `�,{u�h w ert,s. _L '. .`� n3'' � �& •� v,'6m sl try �� �, * 't aw I ' 'L� w��, ff4rJ ,.N� ♦ derrn. EV Charger Pics -V FAAft J WE 13 4Y4 AZUSA LIGHT & WATER 3 !x / • ' a' lf ,T [-M QcgWs' on ° Light & Water planning to acquire 1 or 2 electric vehicles ° Would replace the hybrid Toyota Priuses purchased 12 years ago as a demonstration • Priuses have reached or are approaching end of battery life ° Present strategy is to lease Chevy Volts - 36 month lease at -$369/mo plus tax and 0 down • EV's qualify for HOV lane pass 14 ✓ r AZUSA L I G H t & W A I E A Chevrdet VoK PLUG IN zA _ - http://www.chevrolet.com/volt-electric- car/?seo=goo_i_2012_Chevy_Retenti on_I_IMG_Chevy_Volt_I_Chevy_Volt_I '�, _chevy_volt#mastheadLB 15 AZUSA LIGHT b WATER RecommendaUon ° Approve finalization/execution of two ECOtality License Agreements - Level II AC charger at City Hall - Level III DC fast charger at 6t" & San Gabriel k Kim I FELECTRIC AUTO ASSOCIATION 16 AZUSA LIGHT & WATER " E D R-2" Economic Development Rate 1 Mn�'V`\') I V Azusa Utility Board June 25, 2012", " AZUSA L i G H 7 & W A i E 9 Background ° Electricity costs an important factor for many businesses considering relocating or expanding ° The current economic development rate adopted by UB in 2010 expires on June 30 — Provide 10-20% electric discounts for 3 years ° With continuing downturn and loss of RDA, electric discounts, an enhanced EDR program may be desirable I 1 $ AZ�USA LIGHT 6 WATER EDR=2 Applies to non-residential customers Available from July 1 , 2012 to June 30 , 2015 • Base discount of 15% for 60 months • Premium for: — Development of vacant City-owned or prior RDA property — New or expanded industrial load > 100KW and with a >50% load factor • Premium is 25% for year 1 and 15% for years 2-3 -„ 19 A Z U S A L) G H * S W AT E R Discount Summary Category Year Year Year Year Year 1 2 3 4 5 New CommerciaUIndustrial Customers in New or Space vacant for over 90 days 15% 15% 15% 15% 15% New CommerciaUIndustrial Customers who have developed property owned or previously 40% 25% 25% 15% 15% owned by City New or Expanded Industrial Customer load of at least 100INV and a minimum 50% load factor 40% 2.5% ZS% 15% 15% w� `may 1 20 AZ�USA LIGHT 6 WATER EDR=2 Impact • The electric utility is fully resourced through 2020 (i . e. surplus ^energy) • EDR-2 discounted revenue exceeds current and projected wholesale revenue for excess energy sales • Azusa would receive revenue in excess of variable power costs to contribute to fixed expenses *, 21 y✓ AZUSA L I G H T b w A i E A Mecommen latoon ° It is recommended that the Utility Board approve EDR-2 to provide economic discounts to qualified customers .:t 22 AZUSA LI G M T R `NAT EN August EJB Mustang It is recommended that the Utility Board cancel its scheduled August 27 , 2012 meeting 23 AZUSA L G H r & 'a At EN hformaUon Rems 24 AZUSA LIGHT 6 WATER Smart Grid Update f" 5}aamn 1_�' teiKM� A•nv1rt91e]Pv - f CHI[IITM{ab1]I aeYa[Ite�a• :r .1manlc da01bi11an M1�rblih� Gor.Eol 3 canna (� l�pn a7fana In+.,r!at+ .. olug-E,tht'Ma ,< f nul l01S�araG,MGcte+f. 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Asnta 1"•lur:fon 9� 6, Gv Azusa Utility Board June 25, 2012 ��-•�• 25 AZUSA LIGHT & WATER Smart Ufflity Msion ° The electric utility industry is rapidly p Y moving from an outdated analog mode to modern digital information age ° How does a smaller electric utility like Azusa evolve in a competent, cost effective manner and least risk manner? — Answer: Obtain smart utility benefits through third party services 26 AZrUSA E I G R i 6 W 4 1 E N Smart Grid Study (1 of 3) • SAIC completed cost/benefit study for Azusa • Study found that system-wide smart grid implementation would result in over $2 million annually of hard benefits to offset ~$ 13 million of capital investment 27 AZUSA l� G H t b WATER Smart Grid Study (2 of 2) Customer and operational benefits of smart grid include: — More accurate and timely bills — Remote turn-on and disconnect — Ability to implement "prepay" program avoiding deposits, late fees and turn-on costs — Faster "high bill" complaint response — Consumer ability to monitor usage & costs — Improved reliability and outage response — Transformer load and voltage management — Water leak detection — Distribution system mapping — Etc. . . .. 28 ✓r� AZUSA L, G H I & W Al E R Smart Grid Study (3 of 3) • Next step is to develop and issue a RFP for turn-key smart grid services • May also consider a limited customer and term demonstration as part of RFP Feedback? 29 AZUSA LIGHT G WATER ''CAF & Leasong • " Replacement Water Cost Adjustment Factor" reviewed annually — Currently zero • No change proposed for FY 2013 — Not necessary due to water leasing revenue ° Staff will report FY12 leasing transaction(s) at the July UB meeting wv 30 AZrUSA L I G H T & W A T E R RWCAF Hstory Effective or Adopted R'WCA_r' Approximate Daf c Cost F`er crr Reyenuc J UI ti, I, 199 r 50.O 16 S5,12,uQ I Jibly 1, 20101 w(N.1.6G,'i6 .$5111,1 .:11 Norr:;6i ber 1. 2003, SO, (190(y) 349?1,7-1111) Jute"6, 2004 so,1 J.i KI S 1.2 73.'4 1 Jtar.-C 27, _NY4tJ.l?6K�44 r,,r Jui;v I , i1. 1 ;{)6U 51.17�E.76: December, 1, Noll 71,i��4'r0 S3a_'..RdyoIx: J'�t�Iti1 r, t. 2009 '30.=..'_360 S I.lJ.aII':-1 Apr i1 I. ;lid 3t1>tc I., 21)(IS S4.11060 S 10.9:50 fuly L. 2008 Stf 05900 sd,i] i141;f Ju1�' I, 1009 Sn.051_R0 x•13 I ,00(l hity 1. 2414 M.4►t?1)00 so 201. 1 SLI July 1 , 2012 $0.00000 $0 yw 31 AZUSA L I G M I 6 W A i c F San Japan Update ° EPA, PNM , New Mexico Governor talks ° Coal mine back in operation ° We are still alive with SJ buyers ° SCR contractors down to two vendors . — Six months due diligence at cost of $50M ° SB 1368 still an issue — Sierra Club public information request 32 AZUSA L I G H T & W P t E F San Juan Update i Glendale Water and Power Commission. It's time to be coal-free Dfd you know that the Glendale Wafer and Power irnports dirty coal-fired clectricty a thousand rniloS from the• San Gcnrnding Station In NI--w Mnxlco7 the San.funn Generating .S'tslirn is ann of thr. In;cloSt,dirtipSt Crcd-f rod oewu;ptenls in the•..r±p; !t rrr,l;urn3 Mrgn;rrourrc water m an;;Irri+Bdy•.v,ttC'•ihil;l':rrginn,pol(1(:E tho air,and cum!errrra!r.,y th[!lair.. Gler.:tale-Natnr ane Pr•,%ger is mvesrirq our minty morCv In the an Joan 'Gonelahrg Sl�'dnn 10 a=mply v.nh F_P?I its pn!lutinn. Nora is rhr; tme for G'Cn(ia'C;c trangiller to cl•senur er-e-y'd. rarer than inve5tinp 2;t•llu:rt5 yoar.;,ecr!h:3' vrttracu�rnr an puldated coal-clavi. Instead rf Snendinn money on a oral-plant that pMlutos lho air and walar anc makes People Girt in t!w:ou(h..a !, vre + bu errsling rrtonu weld lurbincs. sularizinu busiresses,and weatheri-.incl our h�mgS, Tell the Glendale Water and Powrr CommiSSiOn it i5 lime stop taking power from San Juan Gunsrrling Station ant fully embrace ranewablos to build our clean energy economy here at home. I ^::MOA!the form hplcm with ynLr irar;rmogwi 2. oe onahze your messaJc i`you wish. 3. (Ar'*.the Snn:i Ygnr P:1r.5gGtQe h(:;i^h to sone your mc:::zngG In Glendale'Nater and Power Gommisison 33 AZUSA LIG H T 6 WATER i i AZUSA IIGMI A 'M1'ATI[ CITY OF AZUSA MINUTES OF THE REGULAR MEETING OF THE AZUSA UTILITY BOARD/CITY COUNCIL MONDAY,MAY 29,2012—6:33 P.M. The Utility Board/City Council of the City of Azusa met in regular session,at the above date and time,at the Azusa Light and Water Conference Room, located at 729 N. Azusa Avenue, Azusa, California. Chairman Carrillo called the meeting to order and led in the Flag Salute. Call to Order ROLL CALL Roll Call PRESENT: BOARD MEMBERS: GONZALES, CARRILLO, MACIAS, HANKS, ROCHA ABSENT: BOARD MEMBERS: NONE ALSO PRESENT: Also Present City Attorney Ferre, City Manager Makshanoff, Director of Utilities Morrow, Assistant to the Director of Utilities Kalscheuer, Assistant Director Water Operations Anderson, Assistant Director of Resource Management Lehr, Public Works Director/Assistant City Manager Haes, Assistant Director of Electric Operations Langit, Director of Economic and Community Development Christiansen, Finance Controller Paragas, Police Chief Gonzalez, Pubic Information Officer Quiroz, Assistant Director of Customer Service and Care Vanca, Director of Recreation and Family Services Jacobs, Assistant Director of Economic and Community Development Mc Namara,Director of Information Technology Graf,Senior Management Analyst Del Toro, City Attorney Martinez, Senior Management Analyst Yang, City Clerk Mendoza, Deputy City Clerk Toscano. PUBLIC PARTICIPATION Pub Part Mr.Art Morales addressed the Board Members expressing his concern regarding the bicycle riders on Sierra A. Morales Madre by the Rosedale project going too fast, and people crossing Sierra Madre by the round about and Comments difficulty seeing them; he suggested that a"no crossing"sign be placed there. UTILITIES DIRECTOR COMMENTS Dir Comments Director of Utilities Morrow provided an update on San Juan,Lodi Energy Center,GHG"Cap&Trade",and Morrow EV Charging, Comments UTILITY BOARD MEMBER COMMENTS Board Member Comments Board Member Hanks provided comments regarding fly ash. 005 r- L The CONSENT CALENDAR consisting of Items D-1 through D-4, were approved by motion of Board Consent Call Member Hanks, seconded by Board Member Gonzales and unanimously carried. Appvd 1. The minutes of the regular meeting of April 23, 2012, were approved as written. Min appvd 2. The notice of completion for refurbishing the existing building roof at the Electric Division Yard at NOC Best 1020 W. Tenth Street by Best Contracting Services was accepted and the City Clerk's Office was Contracting directed to execute the Notice of Completion and have same recorded at Office of the Los Angeles Services roof County Recorder. Elect Yard 3. Approval was given for the License Services Agreement with Power Settlements Consulting and Power Software, LLC and the Director of Utilities was authorized to execute the agreement. Settlements Consult 4. Approval was given to award a Professional Services Agreementto Bums&McDonnell to perform an PSA Bums& update of the electric system master plan in amount not-to-exceed $28,000 pursuant to Azusa McDonnell Municipal Code 2-517(g). SPECIAL CALL ITEM Spec Call Item None. None. SCHEDULED ITEMS Sched Items Approval of Installation of Underground Electric Conduits Crossing the Metro Railway Right of Way and Install Elect Authorize Staff to Arrange the Installation with Metro Gold Line Foothill Construction Authority. Metro Railway After discussion,it was moved by Board Member Hanks,seconded by Board Member Rocha and unanimously Approved carried to approve the installation of electric underground conduits at selected locations crossing the railway right-of-way within the City of Azusa; and to authorize staff to request and arrange the installation of the electric underground conduits with the Metro Gold Line Foothill Extension Construction Authority in amount not-to-exceed$106,881. Approval by the City of Azusa to Purchase Outstanding Stock of the Azusa Agricultural Water Company and Purchase Stock to Dissolve the Company. Az Ag After discussion,it was moved by Chairman Carrillo,seconded by Board Member Gonzales and unanimously Approved carried to authorize the purchase of 45 shares of Azusa Agricultural Water Company stock from George Pieper at a price of$2,150/share to be paid by the Water Fund and execution by the Mayor of the related Stock Purchase Agreement;and(2)approve the acceptance of the assignment ofall remaining rights and liabilities of the Azusa Agricultural Water Company to the City of Azusa in connection with the dissolution of the Company and authorize execution of the related Assumption of Liabilities Certificate by the Mayor. STAFF REPORTS/COMMUNICATIONS Staff Reports Director of Utilities Morrow provided information on the following items: I.Smart Gardening Workshop G. Morrow Results, 2. Third Quarter Budget Report for Water and Electric Funds for FY 2011-2012,3. Update on Updates Long Term Debt Refunding, and 4. Power Cost Adjustment Effective July 1, 2012 05/29/12 PAGE TWO QG6 �s The Utility Board recessed at 6:53 p.m. to the end of the Special City Council meeting in order to conduct 1� Closed Session jointly. The Utility Board and the City Council convened jointly to recess to Closed Session at 8:45 p.m. to discuss the following with regard to Utility Board: CLOSED SESSION 1. CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION Pursuant to Government Code Section 54956.9(c) One potential case Adjourn 2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Property: Water rights regarding Main San Gabriel Basin Agency Negotiator: George Morrow, Utilities Director Negotiating Parties: Reiner Kruger, Monrovia Nursery Under negotiation: Price and terms of payment. The Utility Board and the City Council reconvened at 9:46 p.m. There was no reportable action. It was consensus of the Board Members to adjourn. TIME OF ADJOURNMENT: 9:47 P.M. SECRETARY NEXT RESOLUTION NO. 12-C30. 05/29/12 PAGE THREE 007 D - a . AZUSA RIGHT 4 WATIR CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUS LITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: JUNE 25, 2012 SUBJECT: APPROVE TWO-YEAR EXTENSION OF THE LOW INCOME HOME ENERGY ASSISTANCE(LIHEAP) PROGRAM WITH THE STATE OF CALIFORNIA RECOMMENDATION It is recommended that the Utility Board (1) adopt attached resolution approving two-year agreement with the State of California for residential Low Income Home Energy Assistance Program (LIHEAP) to assist qualifying electric customers with their electric bills, and (2) authorize the Mayor to execute attached agreement with the State of California. BACKGROUND For many years, Azusa Light & Water has offered the LIHEAP program to qualifying low- income residential customers. This program is federally-funded and administered by the State's Department of Community Services and Development. The State of California has contracted with the Long Beach Community Action Partnership/Eastem Los Angeles Energy Assistance Team (LBCAP) to handle the necessary paperwork for qualifying residents. For the past year and a half, LBCAP has come to the Azusa Library two Mondays each month to sign up local residents for the program. For eligible customers, the program will pay a portion of their utility bills. The amount of payment varies depending on the program's budget, formula used for each county, and level of individual customer's need. During 2011, 444 HEAP applications totaling $102,874.00 were taken by the LBCAP at our library. Assistance averaged $231.70 per eligible customer. This program has been a significant help to many of Azusa's low-income senior residents and other low-income residents. �V$ r LIHEAP Program Agreement June 25, 2012 Page 2 An approved agreement is required for Azusa Light & Water to accept LIHEAP funds for our customers. The attached agreement has been reviewed and approved by Azusa's legal representative, Best Best&Krieger. FISCAL IMPACT The specific amount of LIHEAP funds coming to Azusa customers is undetermined since the amount of payment varies depending on the program's budget, formula used for each county, and level of individual customer's need and the number of Azusa Light & Water customers who apply in any given year. By having this program in place, there is a positive fiscal impact as we will encounter fewer delinquent accounts and more timely utility payments. Prepared by: Karen Vanca, Assistant Director- Customer Care& Solutions OG9 a RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, EXTENDING THE LOW INCOME HOME ENERGY ASSISTANCE PROGRAM FOR AZUSA RESIDENTS. WHEREAS, the Low Income Energy Assistance Program is funded by the federal government and administered by the State of California to assist low income electric customers; WHEREAS, the City Council supports programs to assist low income residents in the City of Azusa; and WHEREAS, Azusa Light&Water desires to offer this program to Azusa residents. 'NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, DOES FIND AND DECLARE THAT: The Low Income Home Energy Assistance Program agreement is hereby adopted for July 1, 2012 through September 30, 2014. PASSED, APPROVED AND ADOPTED this 250' day of June, 2012. Joseph R. Rocha Mayor ATTEST: Vera Mendoza City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) 010 3 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 City CounciMtility Board on the 25`h of June, 2012, by the following vote, to wit: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Vera Mendoza City Clerk i STATE OF CALIFORNIA HEALTH AND HUMAN SERVICES AGENCY - Edmund G Brown Jr..Governor DEPARTMENT OF COMMUNITY SERVICES AND DEVELOPMENT P.O. Box 1947. Sacramento,CA 95812.1947 (916)576-7109 (916)263-1406(FAX) (916)263.1402(TDD) May 14,2012 To:All Direct Payment Program Participants: July 1 2012-September 30 2014 Direct Payment Program Aereement Attached, is the agreement referenced above for your approval and signature. In order to expedite the execution of your Agreement packet,please print two copies,observe the following instructions,and feel free to use this letter as a checklist: ❑ Please review your contract carefully as there are a few minor changes. ❑ Contractors must submit the Standard 204 attached., The following links may be used to access these forms or you may access on our D we site. htti):/iwww.documeiits.des.c-,i.gov/osp/pdf/STD204.pdf ❑ Print or type the name and title of the person authorized to sign the Agreement on both copies. ❑ Have your authorized representative sign both copies of the Agreement. Your authorized representative is the person who has your governing board's authorization to execute Agreements on behalf of your company. ❑ The Agreement shall be accompanied by a copy of the resolution,order motion,or ordinance of the local governing body, which by law has authority to enter into the proposed contract,authorizing the execution of the agreement. ❑ - The Agreement must remain unchanged;CSD is not able to process Agreements that have been changed by a company. If you see the need to make changes to the Agreement,please contact your Program Analyst,Mary Rhine at(916)576-7186,who will arrange for Contract Services Unit to immediately mail your company a corrected Agreement. Do not use correction fluid or tape. If a correction to any page is necessary,please contact your Program Analyst. ❑ Do not staple anything to the Agreement such as a transmittal letter or board resolution. You may place documents in front of or behind the Agreement packet. ❑ Return the Agreement package to CSD's Contract Services Unit within"days of the date of this letter. If you are unable do so,please contact your Program Analyst. Once it is fully executed,Contracts Services Unit will send your company one copy of the executed Agreement for your files. If you have any questions regarding the Agreement process,you may contact Abigail Churchill of my staff at(916)576-5316. Sincerely, Flex dour. 1fcYmAoroLLnvcAop - 1 Kim er]ey Petz Manager,Contract Services Unit KP:ac Enclosure 012 STATE OF CALIFORNIA-DEPARTMENT OF FINANCE PAYEE DATA RECORD (Required when recelving payment from the State of California in lieu or IRS W-9) STD,204(Rev.62003) INSTRUCTIONS:Complete all Information on this form. Sign,dale,and return to the State agency(department/office)address shown at the bottom of this page. Prompt return of this fully completed form volt prevent delays when processing payments. Information provided In this form will be used by State agencies to prepare Information Returns(1099). See reverse side for more Information and PrNacy Statement. NOTE:Governmental entities,federal,State,and local(including school districts),are not required to submit this form. PAYEE'S LEGAL BUSINESS NAME(Type or Pdnb C i'4 of f42-usa. L� h+ -- 21 It1�}er SOLE PRO RIETOR—ENTER NAME AS SHOWN 014 55 N(Lest,First M.I.) E-MAIL ADDRESS MAILING ADDRESS BUSINESS ADDRESS '?,Rq N. Azusa. Ave , -7-R n!, A Lie- CITY,STATE,ZIP CODE CITY,STATE,ZIP CODE �zvg;a. CA 9r-2 147-us6L I CA gnoa ENTER FEDERAL EMPLOYER IDENTIFICATION NUMBER(FEIN): �' I�I C)I 01 16 1'7101 NOTE; $ Payment will not Q PARTNERSHIP CORPORATION: be processed PAYEE ❑ MEDICAL(e.g.,dentistry,psychotherapy,chimprectic,etc) without an . ENTITY Q ESTATE OR TRUST ❑ LEGAL(e.g..attorney services) accompanying TYPE ❑ EXEMPT(nonpmrit) taxpayer I.D. ❑ ALL OTHERS number. CHECK ONE BOX Q INDIVIDUAL OR SOLE PROPRIETOR L l 1 1 _I I I _ ONLY ENTER SOCIAL SECURITY NUMBER: L1 (SSN re uired by authority of California Revenue and Tax Code Section 18646) Q California resident-Qualified to do business in California or maintains a permanent place of business In California. El California nonresident(see reverse side)-Payments to nonresidents for services may be subject to State income tax PAYEE withholding. RESIDENCY ❑ No services performed in California. - STATUS ❑ Copy of Franchise Tax Board waiver of State withholding attached. I hereby,certify under penalty of perjury that the Information provided on this document Is true and correct. Should my residency status change,I will promptly notify the State agency below, AUTHORIZED PAYEE REPRESENTATIVE'S NAME(Type or Print) T TLE 'p 111`CL"FO h k -art - Ssrs 4 �n ar- �/ax ctt _ ustcw,er e " S Iovti ns SIGNATURE DATE tEL ONE -44a� 7/1.4ti Please return completed form to: Department/Office: Department of Community Services and Development UnWSection: Contract Services Unit Mailing Address: P.O.Box 1947 City/State/Zip: Sacramento,California 95817-1947 Telephone: 9( D6) Fax:1916) E-mail Address: 013 July 1,2012-September 30, 2014 Direct Payment Agreement Agreement No. 12Y-1403 STATE OF CALIFORNIA AGREEMENT This Agreement consists of this signature page, Exhibits A through F, and Attachments I through IV, which are attached hereto and incorporated herein by this reference. It is entered into between the State of California, Department of Community Services and Development, and the Utility Company, Azusa Light and Water: Utility Company: Azusa Light and Water The term of this Agreement is: July 1, 2012 through September 30, 2014 The maximum amount of this Agreement is: $-0- Agreed to and approved: CONTRACTOR Azusa Light and Water By: Authorized Signature Date Signed .1oSe,p� R . Rocha;, Mallor Printed Name and Title of Person Signing Address: Telephone: (fl7i6— $� oZ ' S', ado Facsimile: 3 J� STATE OF CALIFORNIA Department of Community Services and Development By: Authorized Signature Date Signed Jean Johnson, Deputy Director of Administrative Services Printed Name and Title of Person Signing Address: P.O. Box 1947 Sacramento, California 95812-1947 Telephone: (916) 576-7109 Facsimile: (916) 263-1406 014 STATE OF CALIFORNIA-DEPARTMENT OF FINANCE . PAYEE DATA RECORD STD.2W(Ro,6-2=)(REVERSE) - Requirement to Complete Payee Data Record,STD.204 1 A completed Payee Data Record, STD 204 is required for payments to all non-governmental entities and will be kept on file at each State agency. Since each State agency with which you do business must have a separate STD. 204 on file, it is possible for a payee to receive this form from various State agencies. Payees who do not wish to complete the STD.204 may elect to not business with the State. If the payee does not complete the STD.204 and the required payee data is not otherwise provided, payment may be reduced for federal backup withholding and nonresident State income tax withholding. Amounts reported on Information Returns(1099)are in accordance with the Internal Revenue Code and the California Revenue and Taxation Code. 2 Enter the payee's legal business name. Sole proprietorships must also include the owners full name. An individual must list hisiher full name. The mailing address should be the address at which the payee chooses to receive correspondence. Do not enter payment address or lock box information here. 3 Check the box that corresponds to the payee business type. Check only one box. Corporations must check the box that identifies the type of corporation. The State of California requires that all parties entering into business transactions that may lead to payments)from the State provide their Taxpayer Identification Number(TIN). The TIN is required by the California Revenue and Taxation Code Section 18646 to facilitate tax compliance enforcement activities and the preparation of Form 1099 and other information returns as required by the Internal Revenue Code Section 6109(a). - The TIN for individuals and sole proprietorships is the Social Security Number(SSN). Only partnerships,estates,trusts,and corporations will enter their Federal Employer Identification Number(FEIN). Are you a California resident or nonresident? 4 A corporation will be defined as a"resident'if It has a permanent place of business in California or is qualified through the Secretary of State to do business in California. A partnership is considered a resident partnership if it has a permanent place of business in California. An estate is a resident if the decedent was a California resident at time of death. A trust is a resident if at least one trustee is a California resident. For individuals and sole proprietors,the term"resident"includes every individual who is in California for other than a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or transitory purpose. Generally,an individual who comes to California for a purpose that will extend over a long or indefinite period will be considered a resident. However,an individual who comes to perform a particular contract of short duration will be considered a nonresident. Payments to all nonresidents may be subject to withholding. Nonresident payees performing services in California or receiving rent, lease,or royalty payments from property(real or personal)located in.California will have 7%of their total payments withheld for State ' income taxes. However, no withholding is required if total payments to the payee are$1,500 or less for the calendar year. For information on Nonresident Withholding,contact the Franchise Tax Board at the numbers listed below: Withholding Services and Compliance Section: 1-888-792-4900 E-mail address: wscs.gen@ftb.ca.gov For hearing impaired with TDD,call: 1-800-822-6268 Website: www,ftb.ca.gov 5 Provide the name,tide,signature,and telephone number of the individual completing this form. Provide the date the form was completed. 6 This section must be completed by the State agency requesting the STD.204, Privacy Statement Section 7(b)of the Privacy Act of 1974(Public Law 93-579)requires that any federal,State,or local governmental agency,which requests an Individual to disclose their social security account number,shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited,and what uses will be made of it. It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and State law imposes noncompliance penalties of up to$20,000. You have the right to access records containing your personal Information, such as your SSN. To exercise that right,please contact the business services unit or the accounts payable unit of the State agency(ies)with which you transact that business. All questions should be referred to the requesting State agency listed on the bottom front of this form. 013 July 1,2012-September 30, 2014 Direct Payment Agreement Exhibit A (Standard Agreement) SCOPE OF WORK 1. The purpose of this Agreement between the Department of Community Services and Development, hereinafter referred to as CSD or the Department, and the Azusa Light and Water, hereinafter referred to as Contractor, is for the purpose of making direct credit to the accounts of low-income energy customers of the Contractor that are identified by CSD as payment recipients under LSD's Low-Income Home Energy Assistance Program (LIHEAP), which includes the Home Energy Assistance Program (HEAP) and Energy Crisis Intervention Program— Fast Track (ECIP-FT). 2. LOCATION WHERE SERVICES ARE TO BE PROVIDED Unless specified in writing, in advance,by CSD,the location of all services to be provided by CSD under this Agreement will be at: Department of Community Services and Development Program Services and Support Unit 2389 Gateway Oaks Way, Suite 100 Sacramento, California 95833 3. ADDRESSES All notices to the parties shall, unless otherwise requested in writing, be sent to Contractor's address as.follows: Name and Title: Company name: Address: City, State and Zip Code: or by facsimile to ( and to CSD's address as follows: Kathy Andry, Senior Manager Department of Community Services and Development P.O. Box 1947 Sacramento, CA 95812-1947 Or by facsimile to (916) 263-1651 Al 016 July 1,2012-September 30, 2014 EXHIBIT B Direct Payment Agreement (Standard Agreement) BUDGET DETAIL AND PAYMENT PROVISIONS 1. PAYMENT Contractor will not receive any direct financial consideration under this Agreement. 2. CSD'S PROJECT COORDINATOR The Manager of the Energy and Environmental Services is designated as the Department's Project Coordinator. The Department may, at any time, designate a substitute Project Coordinator. 3. CONTRACTOR'S PROJECT COORDINATOR is designated as the Contractor's Project Coordinator. The Project Coordinator can be reached at The Contractor may, at any time, designate a substitute Project Coordinator. Notification to CSD of any change in the Project Coordinator will be made in writing and will not require an amendment to this Agreement. 4. BUDGET CONTINGENCY CLAUSE A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, CSD shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement. B. If funding for any fiscal year is reduced or deleted by the State of California Budget Act for purposes of this program, CSD shall have the option to either cancel this Agreement with no liability occurring to CSD, or offer an agreement amendment to Contractor to reflect the reduced amount. B1 017 July 1,2012-September 30, 2014 Direct Payment Agreement EXHIBIT B (Standard Agreement) C. Notwithstanding the language in Sections 4.A. or 4.13. above, if CSD believes that funds will be insufficient to allow the State to make LIHEAP payments to Contractor i.e., for the reasons described in Section 4.A. or 4.B. above, then CSD shall promptly notify Contractor's Project Coordinator. CSD and the Contractor's Project Coordinator shall attempt to amend this Agreement so the LIHEAP payments can continue to the extent possible given the nature of the shortage or unavailability of funding for LIHEAP. The parties agree that it is undesirable to terminate this Agreement for any short-term unavailability of LIHEAP funds and that it would be preferable, if Federal funds are not available for LIHEAP, to suspend LIHEAP until CSD is able to obtain sufficient funding to resume credits to qualified low-income energy customers, as provided for under LIHEAP. 5. PROVISIONS FOR FEDERALLY FUNDED CONTRACTS A. It is mutually understood between the parties that this Agreement may have been written for the mutual benefit of both parties before ascertaining the availability of congressional appropriation of funds, to avoid program and fiscal delays that would occur if the Agreement were executed.after that determination was made. B. This contract is valid and enforceable only if sufficient funds are made available to CSD by the United States Government for the purpose of this program. In addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or to any statute enacted by the Congress that may affect the provisions,terms, or funding of this Agreement in any manner. C. The parties mutually agree that if Congress does not appropriate sufficient funds for LIHEAP, this Agreement shall be amended to reflect any reduction in funds. D. CSD has the option to void the Agreement under the 30-day cancellation clause or to amend the Agreement to reflect any reduction for funds. E. CSD will notify Contractor's Project Coordinator if federal funds are insufficient for LIHEAP to continue as expected during the next fiscal year or if restrictions, limitations or conditions have been imposed by Congress on the LIHEAP or funding for it as soon as the Federal grant award letter has been issued with some constraint. CSD further agrees that Contractor's willingness to suspend the LIHEAP, as described herein and in Section S.C. above,does not constitute an agreement by Contractor that: (i) funding for LIHEAP is unimportant or(ii) a delay in crediting a customer with LIHEAP funds is acceptable, to either Contractor or its customers. B2 018 July 1, 2012-September 30,2014 EXHIBIT C Direct Payment Agreement (Standard Agreement) GENERAL TERMS AND CONDITIONS —GTC 610 1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. 2. AMENDMENT: No amendment or variation of the terms of this.Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. 3. ASSIGNMENT: This Agreement is not assignable by the Contractor,either in whole or in part, without the consent of the State in the form of a formal written amendment. 4. AUDIT: Contractor agrees that the awarding department,the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s)access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §1011.5 et seq., CCR Title 2, Section 1896). 5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State,its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement. 6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute. 7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the eveni of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. CI 019 July 1, 2012-September 30, 2014 Direct Payment Agreement EXHIBIT C (Standard Agreement) 8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. 9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code Section 12200, in products,materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205). 10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act(Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder(California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. 11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 307 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto. 12. TIMELINESS: Time is of the essence in this Agreement. 13. COMPENSATION: The consideration to be paid Contractor,as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof including travel, per diem, and taxes, unless otherwise expressly so provided. 14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California. C2 020 July 1, 2012-September 30,2014 EXHIBIT C Direct Payment Agreement (Standard Aereement) 15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. a. The Government Code Chapter on Antitrust claims contains the following definitions: 1) 'Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision(c)of Section 16750 of the Business and Professions Code. 2) 'Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body,the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights,title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. See. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by.the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or(b)the assignee declines to file a court action for the cause of action. See Government Code Section 4554. 16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of$100,000, the contractor acknowledges in accordance with Public Contract Code 7110,that: a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and C3 021 July 1,2012-September 30,2014 Direct Payment Agreement EXHIBIT C (Standard Agreement) b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353. 19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS; a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract(or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.) b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation,then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract)certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2)the name and address of the DVBE(s)that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4)that all payments under the Contract have been made to the DVBE;and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. &Vets. Code § 999.5(d); Govt. Code § 14841.) 20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a"loss leader" as defined in Section 17030 of the Business and Professions Code (PCC 10344(e)). C4 022 July 1,2012-September 30,2014 EXHIBIT D Direct Payment Agreement (Standard Agreement) SPECIAL TERMS AND CONDITIONS 1. CANCELLATION Either party may terminate this Agreement by giving thirty(30)days prior written notice to the other party. 2. SUBCONTRACTS No subcontracts shall be permitted under this Agreement; therefore,references to subcontractors or subcontracts as part of standard provisions that have been included herein shall have no applicability. 3. CERTIFICATION Contractor's signature affixed hereon shall constitute a certification that to the best of its ability and knowledge it will, unless exempted,comply with the provisions set forth in the following: Information Integrity and Security (Department of Finance, Budget Letter 04-35), 4. LABOR CODEMORKERS' COMPENSATION Both parties agree that they are aware of the provisions that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions, and CSD affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700) 5. RESOLUTION Contractor must provide the State with a copy of a resolution, order,motion, or ordinance of the local governing body that by law has authority to enter into an agreement, authorizing execution of the agreement. 6. COMPLIANCE WITH LAWS AND TAX WITHHOLDING A. CSD shall comply with all applicable Federal, State, and local laws, rules, and regulations and shall obtain all pennits required to conduct its business and perform the work called for in this Agreement, if applicable. B. CSD represents and warrants that it will withhold all taxes, if any, which are required to be withheld under applicable laws with respect to CSD personnel who perform services for the Contractor. CSD shall indemnify and hold the Contractor harmless, on an after-tax basis, for any liability incurred by the Contractor as a result of CSD's failure to institute any such required withholding. D1 023 July 1, 2012-September 30,2014 Direct Payment Agreement EXHIBIT E (Standard Agreement) ADDITIONAL PROVISIONS 1. INDEPENDENT CONTRACTOR CSD, and the agents and employees of CSD, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of Contractor, 2. DELEGATION OF CSD'S DUTIES This Agreement is not assignable by CSD, either in whole or in part, without the consent of Contractor in the form of a formal written amendment. CSD shall not employ other consultants or contractors to provide key data entry, document perfection, and/or any other services under this Agreement without the prior written approval of Contractor, nor shall the duties of CSD, under this Agreement, be delegated without prior written approval of Contractor. Unless otherwise expressly agreed upon by Contractor, CSD shall remain responsible for the quality and timeliness of performance notwithstanding any delegation. 3. CONFLICT OF INTERESTBUSINESS ETHICS CSD shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with Contractor's interest. During the term of this Agreement, CSD shall not accept any employment or engage in any consulting work that creates a conflict of interest with Contractor or in any way compromises the services to be performed under this Agreement. All financial statements, reports, billings, and other documents rendered shall properly reflect the facts about all activities and transactions handled for the account of Contractor. 4. WARRANTY CSD warrants to Contractor that the work under this Agreement shall be performed with the degree of skill and care that is required by current, good, and sound professional procedures and practices and in conformance with generally accepted professional standards prevailing at the time the work is performed, so as to ensure that the services performed are correct and appropriate for the purposes contemplated in this Agreement and related specifications. El 024 July 1, 2012-September 30,2014 EXHIBIT E Direct Payment Agreement (Standard Agreement) 5. CONFIDENTIALITY A. In the course of performing the services under this Agreement, CSD may have access to confidential, commercial, or personal information concerning,but not limited to, technology, rate making, legislative,and personnel matters and practices of the Contractor, its subsidiaries, affiliates, or members of the public. CSD agrees not to disclose any such information without the prior written approval of Contractor. B. Contractor hereby agrees to provide required security to insure the confidential, physical security and safekeeping of all data, information, files, and documents while in its possession. Through the observance of the same or more effective procedural requirements as used by CSD, Contractor will protect from unauthorized use and disclosure all sensitive data, documentation, or other information that are designated confidential by CSD and made available to Contractor in order to carry out this Agreement. CSD shall provide to Contractor in writing the identification of all such confidential data and information,as well as CSD procedural requirements for protection of such data and information from unauthorized use and disclosure. C. Any representation herein made by CSD relating to confidentiality or the operations, limitations, and requirements for the furnishing of personnel records, as set forth in EXHIBIT E,ADDITIONAL PROVISIONS, Section 6., CSD's Use of Contractor.'s Prol)erty,below shall be subject to the Information Practices Act of 1977, Section 1798 et seq. of the California Civil Code, and the California Public Records Act, Section 6250 et seq. of the California Government Code. 6. CSD'S USE OF CONTRACTOR'S PROPERTY All records, reports, computer programs, written procedures, and similar materials, documents, or data, in whatever form provided by Contractor for CSD's use in performance of services under this Agreement shall remain the confidential property of Contractor and shall be returned to Contractor immediately upon completion of CSD's use or upon written request of Contractor. 7. NONWAIVER The waiver by either party of any breach of any term, covenant, or condition contained in this Agreement,or any default in the performance of any obligations under this Agreement, shall not be deemed to be a waiver of any other breach or default of the same or any other term, covenant, condition, or obligation; nor shall any waiver of any incident of breach or default constitute a continuing waiver of the same. All waivers shall be in writing. E2 Q2� July 1, 2012-September 30, 2014 Direct Payment Agreement EXHIBIT E (Standard Agreement) 8. INCIDENTAL AND CONSEOUENTIAL DAMAGES Contractor shall not be liable for incidental or consequential damages including but not limited to loss of profits, commitments to subcontractors, rental or lease agreement(s), and personal services contracts, unless expressly authorized in writing by Contractor. 9. INSURANCE CSD is a self-insured entity. If said coverage no longer prevails, CSD will notify Contractor within thirty (30) days of said coverage expiration. 10. CAPTIONS The captions of the various sections, paragraphs, and subparagraphs are for convenience only and shall not be considered or referred to in resolving questions of interpretations. 11. VENUE In the event that suit shall be brought by either party to this Agreement, the parties agree that venue shall be exclusive vested in the State Courts of the County of Sacramento, or where otherwise appropriate, exclusively in the United States District Court for the Eastern District of California in Sacramento, California. 12. OTHER AGREEMENTS This Agreement shall not prevent either party from entering into similar agreements with others. 13. DISPUTE RESOLUTION A. Unless otherwise mutually agreed to, any disputes between CSD and Contractor regarding the construction or application of this Agreement and claims arising out of this Agreement or its breach shall be submitted to mediation within thirty (30) calendar days of the written request of one party after the service of that request on the other party. E3 Q26 July 1, 2012-September 30, 2014 Direct Payment Agreement EXHIBIT E (Standard Agreement) B. The parties shall make best efforts to settle all disputes arising under this Agreement as a matter of normal business and without recourse to either mediation or litigation. If the parties are unable to resolve a dispute with respect to this Agreement, either party may send a notice to the other requesting a meeting at which senior officers or officials of the parties will attempt to resolve the dispute. If the parties are unable to resolve the dispute within ten (10) days after the meeting notice is received by the party to whom it is directed, or such longer period as the parties may agree, then either party may initiate mediation as set forth herein. C. Mediation under this section is a condition precedent to filing an action in any court. In the event of litigation that arises out of any dispute related to this Agreement,the parties shall each pay their respective attorney's fees, expert witness costs, and cost of suit, regardless of the outcome the litigation. 14. FEDERAL EQUAL OPPORTUNITY LAWS During the performance of this Agreement, and to the extent they may be applicable to this Agreement, CSD agrees to comply with the following: A. Federal Executive Order 11246, as amended by Executive Order 11375 relating to equal employment opportunity; B. Title VI and Title VII of the Civil Rights Act of 1964;as amended; C. Rehabilitation Act of 1973, as amended: D. Vietnam Era Veterans Readjustment Assistance Act of 1972, as amended; E. Title 41, Code of Federal Regulations (CFR), Chapter 60, Office of Federal Contract Compliance Program, Equal Employment Opportunity, Department of Labor, as amended; and F. Public Law 101-336,Americans with Disability Act of 1990, as amended. E4 Q27 July 1, 2012-September 30,2014. Direct Payment Agreement EXHIBIT F (Standard Agreement) PROGRAMMATIC PROVISIONS I. A. CSD will process applications and make a determination of applicant's eligibility for assistance based upon pre-established criteria pursuant to the LIHEAP. CSD will provide the Contractor with a disk which lists applicants determined eligible for assistance and the amount of assistance as shown on Attachment 2. Payment, in the form of a State of California warrant, and Direct Payment Summary (Attachment 3), shall accompany the disk, and shall represent the sum total of benefits contained on said transmittal. B. Contractor will process payments contained on aforementioned disk in accordance with the provisions of the enclosed LIHEAP Direct Payment Instructions (Attachment 1). C. Contractor will provide notification of LIHEAP payment to each customer for whom a credit is made. The wording of said notification must contain the words "LIHEAP credit." D. The Contractor shall attempt to credit the accounts of qualified low-income customers by the subsequent billing cycle following the receipt of the transmittal and State of California warrant. E. 1) Contractor is responsible for completing and returning to CSD,the Direct Payment Summary that accompanies each transmittal, within ten (10) working days of processing and handling the batch run of eligible low- income utility customers receiving LIHEAP assistance. Contractor shall complete the Direct Payment Summary by indicating: a) the total number of customer accounts where the Contractor was successful in crediting full amount of eligible LIHEAP benefit; b) the customer accounts where the Contractor was only able to credit a partial amount of the eligible LIHEAP benefit, also referred to as Partial Payment Return; and c) the customer accounts where the Contractor was unable to credit any of the eligible LIHEAP assistance amount, also referred to as Full Payment Return. 2) Contractor shall return any undeliverable LIHEAP benefits to CSD during the course of this Agreement. 2. DISBURSEMENTS Funds provided under this Agreement shall be disbursed and applicant accounts credited in accordance with the provisions of the LIHEAP Direct Payment Instructions. Fl 028 July 1,2012-September 30,2014 Direct Payment Agreement EXHIBIT F (Standard Agreement) 3. ASSURANCES A. Contractor shall charge the eligible household, in the normal billing process,the difference between the actual cost of the home energy and the payment amount made by the Department. The actual costs of the home energy shall be consistent with applicable utility company tariffs as approved by the CPUC, if applicable. B. Contractor assures that no household receiving assistance under this process will be treated adversely because of such assistance under applicable provisions of State Law regarding public regulatory requirements. 4. REPORTS Reports required under this Agreement are detailed in the LIHEAP Direct Payment Instructions and the attachments thereto. F2 029. July 1, 2012-September 30, 2014 Direct Payment Agreement ATTCHMjFNTS Direct Payment LIIHAP Direct Payment Instructions and Samples • Attachment I — Direct Payment Instructions • Attachment 2 — Sample Printout • Attachment 3 — HEAP Direct Payment Summary • Attachment 4 — Utility Direct Pay File Format 030 - July 1,2012-September 30, 2014 Direct Payment Agreement ATTACHMENT 1 LIHEAP DIRECT PAYMENT INSTRUCTIONS HOW TO MAKE A MATCH OPEN ACCOUNTS: If an applicant's utility account is open at the time a LIHEAP payment is received,the full amount of the payment can be applied even if it creates a credit to the account. It is incumbent upon your company to match payments to the correct account and customer of record to which the LIHEAP applicant has directed the benefit. For this purpose, both the "Customer of Record" and last name of the LIHEAP applicant, "Applicant Last Name"has been provided, as well as an account number and service address. CLOSED ACCOUNTS: If, at the time the LIHEAP benefit is to be applied, and the applicant's reported utility account is closed, you must select and complete one of the three options below: 1.) A match can be made with an applicant's new account within the same utility company. 2.) If the account is CLOSED with an outstanding balance owed, a partial payment can be made and the difference refunded to CSD with a notation on your printout. 3.) If the account is CLOSED with no outstanding balance, the total amount of LIHEAP benefit should be returned to CSD with a notation on your printout. HOW TO NOTIFY CSD OF PARTIALS AND/OR NON-MATCHES 1.) PRINTOUTS: • Using the disk that was provided with the LIHEAP payment, print the page upon which the LIHEAP applicant's name appears. • Circle the name of the customer of record to whose account the partial payment was applied (See Attachment 2). Note beside the LIHEAP payment the amount that is being returned to CSD (the difference between the CSD payment and the returned amount is the amount which was credited to the customer of record). If there is a 100% refund to CSD, note the total LIHEAP payment amount. I 031 July 1,2012-September 30, 2014 Direct Payment Agreement • Provide an adding machine tape listing the total amount of money to be refunded to CSD. The tape should include both the individual amounts, as well as a total. • Return the LIHEAP DIRECT PAYMENT SUMMARY SHEET, which accompanies each tun of selected payment records, with the number of partials and/or non-matches (See Attachment 3). • Attach.a check made payable to CSD and return your printout (with partials non-matches information), adding machine tape, and summary page to: The Department of Community Services and Development Energy and Environmental Services P.O. Box 1947 Sacramento, CA 95812-1947 2.) Compact Disk (CD)/File Transfer Protocol (FTP) • If you expect to return the "partial or non-match" information to CSD by CD or File Transfer Protocol (FTP), refer to Attachment 4 for more specific instructions on how to code the record. WHAT IF ALL RECORDS ARE MATCHES If you find that all records on a specific run are matches to your client database, you need to notify CSD on the LIHEAP Direct Payment Summary. In the case of a 100%match, the figure in the "Run $ Total"column would be the same amount as the amount in the "Total $Match"column(Attachment 3). 2 032 2§ 6 6 \ . z . . . ( ( U \ \ r \ \ \ § f / — \ \ � } \ ( @ /F- LU / ® @ ) ) d ) .0 P. . \ . 033 STATE OF CALIFORNIA-HEALTH AND HUMAN SERVICES AGENCY EDMUND G.BROWN JR.,GOVERNOR DEPARTMENT OF COMMUNITY SERVICES AND DEVELOPMENT P.O.Box 1947 Sacramento,CA 95812-1947 (916)576-7109 (916)263-1651 (FAX) (916)263.1402-(TDD) July 1, 2012-September 30, 2014 Direct Payment Agreement ATTACHMENT 2012 LIHEAP DIRECT PAYMENT SUMMARY PLEASE COMPLETE FOR EACH DIRECT PAYMENT BATCH fAl (B) . (C) (DI CSD RUN DATE TOTAL DOLLAR TOTAL DOLLAR TOTAL NUMBER TOTAL DOLLARS (THIS DATE IS ON THE AMOUNT FROM AMOUNT BEING OF RECORDS THAT MATCHED TOP LEFT HAND CSD RETURNED CSD BEINGRETUR CORNER OF THE PRINT- NED (THIS B THE AMOUNT OUTS) (THIS IS THE CHECK (ENTER THE AMOUNT TO CSD THAT YOU STARTED AMOUNT THAT WAS OF THE CHECK THAT (ENTER THE NUMBER WITH,MINUS ANY SENT WITH THIS RUN WILL BE RETURNED TO OF RECORDS THAT RETURN DOLLARS, DATE NOTE:THIS CSD WITH THIS FORM) WILL BE RETURNED TO EQUALS TOTAL AMOUNT SHOULD CSD WITH THIS FORM) DOLLARS MATCHED A- MATCH THE PRINT- B-D) OUT 07/01/2012 COMPLETED BY: - PHONE: UTILITY COMPANY: DATE: PLEASE RETURN THIS SUMMARY SHEET WITH PRINT-OUTS AND CHECK (FOR NON-MATCHES) NO LATER THAN 10 DAYS FOLLOWING RECEIPT FROM CSD PLEASE RETURN SUMMARY SHEET TO: Barbara Ramos, ENERGY SERVICES HOME ENERGY ASSISTANCE PROGRAM P. O. BOX 1947 SACRAMENTO, CA 95812-1947 IF YOU HAVE ANY QUESTION PLEASE CONTACT Barbara Ramos (916) 576-7162 CSD USE ONLY CHECK NUMBER DATE DATE SENT $AMOUNT RECENED TO ITS RETURNED SUMMARY 034 ATTACHMENT 4 July 1,2012-September 30,2014 Utility Direct Pay File Format Direct Payment Agreement ader'Recor July 1, 2012-September 30,2014 Direct Payment Agreement Agreement No. 12Y-1403 STATE OF CALIFORNIA AGREEMENT This Agreement consists of this signature page, Exhibits A through F, and Attachments I through IV, which are attached hereto and incorporated herein by this reference. It is entered into between the State of California, Department of Community Services and Development, and the Utility Company, Azusa Light and Water: Utility Company: Azusa Light and Water The term of this Agreement is: July 1, 2012 through September 30, 2014 The maximum amount of this Agreement is: $-0- Agreed to and approved: CONTRACTOR Azusa Light and Water By: Authorized Signature Date Signed Up Roclia. M ct N0r- Printed r Print— ed e and Title of Person Signing Address: Telephone: Facsimile: STATE OF CALIFORNIA Department of Community Services and Development By: Authorized Signature Date Signed Jean Johnson,Deputy Director of Administrative Services Printed Name and Title of Person Signing Address: P.O. Box 1947 Sacramento, California 95812-1947 Telephone: (916) 576-7109 Facsimile: (916) 263-1406 036 July 1, 2012-September 30,2014 Direct Payment Agreement Exhibit A (Standard Agreement) SCOPE OF WORK 1. The purpose of this Agreement between the Department of Community Services and Development, hereinafter referred to as CSD or the Department, and the Azusa Light and Water,hereinafter referred to as Contractor, is for the purpose of making direct credit to the accounts of low-income energy customers of the Contractor that are identified by CSD as payment recipients under CSD's Low-Income Home Energy Assistance Program (LIHEAP),which includes the Home Energy Assistance Program (HEAP) and Energy Crisis Intervention Program—Fast Track (ECIP-FT). 2. LOCATION WHERE SERVICES ARE TO BE PROVIDED Unless specified in writing, in advance,by CSD, the location of all services to be provided by CSD under this Agreement will be at: Department of Community Services and Development Program Services and Support Unit 2389 Gateway Oaks Way, Suite 100 Sacramento, California 95833 3. ADDRESSES All notices to the parties shall, unless otherwise requested in writing, be sent to Contractor's address as follows: Name and Title: Company name: Address: City, State and Zip Code: or by facsimile to( ) and to CSD's address as follows: Kathy Andry, Senior Manager Department of Community Services and Development P.O. Box 1947 Sacramento, CA 95812-1947 Or by facsimile to(916) 263-1651 Al 037 July 1, 2012-September 30, 2014 Direct Payment Agreement EXHIBIT B (Standard Agreement) BUDGET DETAIL AND PAYMENT PROVISIONS I. PAYMENT Contractor will not receive any direct financial consideration under this Agreement. 2. CSD'S PROJECT COORDINATOR The Manager of the Energy and Environmental Services is designated as the Department's Project Coordinator. The Department may, at any time, designate a substitute Project Coordinator. 3. CONTRACTOR'S PROJECT COORDINATOR is designated as the Contractor's Project Coordinator. The Project Coordinator can be reached at The Contractor may, at any time, designate a substitute Project Coordinator. Notification to CSD of any change in the Project Coordinator will be made in writing and will not require an amendment to this Agreement. 4. BUDGET CONTINGENCY CLAUSE A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, CSD shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement. B. If funding for any fiscal year is reduced or deleted by the State of California Budget Act for purposes of this program, CSD shall have the option to either cancel this Agreement with no liability occurring to CSD, or offer an agreement amendment to Contractor to reflect the reduced amount. BI 038 July 1,2012-September 30,2014 Direct Payment Agreement EXHIBIT B (Standard Agreement) C. Notwithstanding the language in Sections 4.A. or 4.13. above, if CSD believes that funds will be insufficient to allow the State to make LIHEAP payments to Contractor i.e., for the reasons described in Section 4.A. or 4.B..above,then CSD shall promptly notify Contractor's Project Coordinator. CSD and the Contractor's Project Coordinator shall attempt to amend this Agreement so the LIHEAP payments can continue to the extent possible given the nature of the shortage or unavailability of funding for LIHEAP. The parties agree that it is undesirable to terminate this Agreement for any short-term unavailability of LIHEAP funds and that it would be preferable, if Federal funds are not available for LIHEAP, to suspend LIHEAP until CSD is able to obtain sufficient funding to resume credits to qualified low-income energy customers, as provided for under LIHEAP. 5. PROVISIONS FOR FEDERALLY FUNDED CONTRACTS A. It is mutually understood between the parties that this Agreement may have been written for the mutual benefit of both parties before ascertaining the availability of congressional appropriation of funds, to avoid program and fiscal delays that would occur if the Agreement were executed after that determination was made. B. This contract is valid and enforceable only if sufficient funds are made available to CSD by the United States Government for the purpose of this program. In addition,this Agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress or to any statute enacted by the Congress that may affect the provisions, terms, or funding of this Agreement in any manner. C. The parties mutually agree that if Congress does not appropriate sufficient funds for LIHEAP,this Agreement shall be amended to reflect any reduction in funds. D. CSD has the option to void the Agreement under the 30-day cancellation clause or to amend the Agreement to reflect any reduction for funds. E. CSD will notify Contractor's Project Coordinator if federal funds are insufficient for LIHEAP to continue as expected during the next fiscal year or if restrictions, limitations or conditions have been imposed by Congress on the LIHEAP or funding for it as soon as the Federal grant award letter has been issued with some constraint. CSD further agrees that Contractor's willingness to suspend the LIHEAP, as described herein and in Section S.C. above, does not constitute an agreement by Contractor that: (i) funding for LIHEAP is unimportant or(ii) a delay in crediting a customer with LIHEAP funds is acceptable, to either Contractor or its customers. B2 039 July 1, 2012-September 30, 2014 Direct Payment Agreement EXHIBIT C (Standard Agreement) GENERAL TERMS AND CONDITIONS—GTC 610 1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. 2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required.No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. 3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment. 4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3)years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7,Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896). 5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement. 6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute. 7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement of the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. C1 040 July 1, 2012-September 30,2014 Direct Payment Agreement EXHIBIT C (Standard Agreement) 8. INDEPENDENT CONTRACTOR: Contractor,and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. 9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205). 10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race,color, ancestry, religious creed, national origin, physical disability(including HIV and AIDS), mental disability, medical condition (e.g.,cancer), age (over 40), marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder(California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. 11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 307 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto. 12. TIMELINESS: Time is of the essence in this Agreement. 13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided. 14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California. C2 041 July 1,2012-September 30, 2014 Direct Payment Agreement EXHIBIT C (Standard Agreement) 15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. a. The Government Code Chapter on Antitrust claims contains the following definitions: 1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision(c) of Section 16750 of the Business and Professions Code. 2) 'Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act(15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. ' d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554. 16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of$100,000, the contractor acknowledges in accordance with Public Contract Code 7110,that: a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200)of Part 5 of Division 4 of the Family Code; and C3 042 July 1,2012-September 30, 2014 Direct Payment Agreement EXHIBIT C (Standard Agreement) b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353. 19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS: a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract)report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.). b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE)participation,then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as maybe specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2)the name and address of the DVBE(s) that participated in the performance of the Contract; (3)the amount each DVBE received from the prime Contractor; (4)that a]I payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.) 20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a"loss leader" as defined in Section 17030 of the Business and Professions Code(PCC 10344(e)). C4 043 July.1, 2012-September 30,2014 Direct Payment Agreement EXHIBIT D (Standard Agreement) SPECIAL TERMS AND CONDITIONS 1. CANCELLATION Either party may terminate this Agreement by giving thirty (30) days prior written notice to the other party. 2. SUBCONTRACTS No subcontracts shall be permitted under this Agreement; therefore, references to subcontractors or subcontracts as part of standard provisions that have been included herein shall have no applicability. 3. CERTIFICATION Contractor's signature affixed hereon shall constitute a certification that to the best of its ability and knowledge it will, unless exempted, comply with the provisions set forth in the following: Information Integrity and Security (Department of Finance, Budget Letter 04-35). 4. LABOR CODE/WORKERS' COMPENSATION Both parties agree that they are aware of the provisions that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions, and CSD affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700) 5. RESOLUTION Contractor must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body that by law has authority to enter into an agreement; authorizing execution of the agreement. 6. COMPLIANCE WITH LAWS AND TAX WITHHOLDING A. CSD shall comply with all applicable Federal, State, and local laws, rules, and regulations and shall obtain all permits required to conduct its business and perform the work called for in this Agreement, if applicable. B. CSD represents and warrants that it will withhold all taxes, if any, which are required to be withheld under applicable laws with respect to CSD personnel who perform services for the Contractor. CSD shall indemnify and hold the Contractor harmless, on an after-tax basis, for any liability incurred by the Contractor as a result of CSD's failure to institute any such required withholding. D1 044 July 1, 2012-September 30,2014 Direct Payment Agreement EXHIBIT E (Standard Agreement) ADDITIONAL PROVISIONS 1. INDEPENDENT CONTRACTOR CSD, and the agents and employees of CSD, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of Contractor. 2. DELEGATION OF CSD'S DUTIES This Agreement is not assignable by CSD, either in whole or in part, without the consent of Contractor in the form of a formal written amendment. CSD shall not employ other consultants or contractors to provide key data entry, document perfection, and/or any other services under this Agreement without the prior written approval of Contractor, nor shall the duties of CSD, under this Agreement, be delegated without prior written approval of Contractor. Unless otherwise expressly agreed upon by Contractor, CSD shall remain responsible for the quality and timeliness of performance notwithstanding any delegation. 3. CONFLICT OF INTEREST/BUSINESS ETHICS CSD shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with Contractor's interest. During the term of this Agreement, CSD shall not accept any employment or engage in any consulting work that creates a conflict of interest with Contractor or in any way compromises the services to be performed under this Agreement. All financial statements, reports,billings, and other documents rendered shall properly reflect the facts about all activities and transactions handled for the account of Contractor. 4. WARRANTY CSD warrants to Contractor that the work under this Agreement shall be performed with the degree of skill and care that is required by current, good, and sound professional procedures and practices and in conformance with generally accepted professional standards prevailing at the time the work is performed, so as to ensure that the services performed are correct and appropriate for the purposes contemplated in this Agreement and related specifications. EI 045 I July 1, 2012-September 30,2014 Direct Payment Agreement EXHIBIT E (Standard Agreement) 5. CONFIDENTIALITY A. In the course of performing the services under this Agreement, CSD may have access to confidential, commercial, or personal information concerning, but not limited to, technology, rate making, legislative, and personnel matters and practices of the Contractor, its subsidiaries, affiliates, or members of the public. CSD agrees not to disclose any such information without the prior written approval of Contractor. B. Contractor hereby agrees to provide required security to insure the confidential, physical security and safekeeping of all data, information, files, and documents while in its possession. Through the observance of the same or more effective procedural requirements as used by CSD, Contractor will protect from unauthorized use and disclosure all sensitive data, documentation, or other information that are designated confidential by CSD and made available to Contractor in order to carry out this Agreement. CSD shall provide to Contractor in writing the identification of all such confidential data and information,as well as CSD procedural requirements for protection of such data and information from unauthorized use and disclosure. C. Any representation herein made by CSD relating to confidentiality or the operations, limitations, and requirements for the furnishing of personnel records, as set forth in EXHIBIT E, ADDITIONAL PROVISIONS, Section 6., CSD's Use of Contractor's Properly, below shall be subject to the Information Practices Act of 1977, Section 1798 et seq. of the California Civil Code, and the California Public Records Act, Section 6250 et seq. of the California Government Code. 6. CSD'S USE OF CONTRACTOR'S PROPERTY All records, reports. computer programs, written procedures, and similar materials, documents, or data, in whatever form provided by Contractor for CSD's use in performance of services under this Agreement shall remain the confidential property of Contractor and shall be returned to Contractor immediately upon completion of CSD's use or upon written request of Contractor. 7. NONWAIVER The waiver by either parry of any breach of any term, covenant, or condition contained in this Agreement, or any default in the performance of any obligations under this Agreement, shall not be deemed to be a waiver of any other breach or default of the same or any other term, covenant, condition, or obligation; nor shall any waiver of any incident of breach or default constitute a continuing waiver of the same. All waivers shall be in writing. E2 04 . July 1,2012-September 30, 2014 Direct Payment Agreement EXHIBIT E (Standard Agreement) 8, INCIDENTAL AND CONSEOUENTIAL DAMAGES Contractor shall not be liable for incidental or consequential damages including but not limited to loss of profits, commitments to subcontractors, rental or lease agreement(s), and personal services contracts, unless expressly authorized in writing by Contractor. 9. INSURANCE CSD is a self-insured entity. If said coverage no longer prevails, CSD will notify Contractor within thirty (30) days of said coverage expiration. 10. CAPTIONS The captions of the various sections,paragraphs,and subparagraphs are for convenience only and shall not be considered or referred to in resolving questions of interpretations. 11. VENUE In the event that suit shall be brought by either party to this Agreement,the parties agree that venue shall be exclusive vested in the State Courts of the County of Sacramento, or where otherwise appropriate, exclusively in the United States District Court for the Eastern District of California in Sacramento, California. 12. OTHER AGREEMENTS This Agreement shall not prevent either party from entering into similar agreements with others. 13. DISPUTE RESOLUTION A. Unless otherwise mutually agreed to, any disputes between CSD and Contractor regarding the construction or application of this Agreement and claims arising out of this Agreement or its breach shall be submitted to mediation within thirty (30) calendar days of the written request of one party after the service of that request on the other party. E3 047 July 1, 2012-September 30, 2014 Direct Payment Agreement EXHIBIT E (Standard Agreement) B. The parties shall make best efforts to settle all disputes arising under this Agreement as a matter of normal business and without recourse to either mediation or litigation. If the parties are unable to resolve a dispute with respect to this Agreement, either party may send a notice to the other requesting a meeting at which senior officers or officials of the parties will attempt to resolve the dispute. If the parties are unable to resolve the dispute within ten (10) days after the meeting notice is received by the party to whom it is directed, or such longer period as the parties may agree, then either party may initiate mediation as set forth herein. C. Mediation under this section is a condition precedent to filing an action in any court. In the event of litigation that arises out of any dispute related to this Agreement,the parties shall each pay their respective attorney's fees, expert witness costs, and cost of suit, regardless of the outcome the litigation. 14. FEDERAL EQUAL OPPORTUNITY LAWS During the performance of this Agreement, and to the extent they may be applicable to this Agreement, CSD agrees to comply with the following: A. Federal Executive Order 11246, as amended by Executive Order 11375 relating to equal employment opportunity; B. Title VI and Title VII of the Civil Rights Act of 1964; as amended; C. Rehabilitation Act of 1973, as amended: D. Vietnam Era Veterans Readjustment Assistance Act of 1972, as amended; E. Title 41, Code of Federal Regulations (CFR), Chapter 60, Office of Federal Contract Compliance Program, Equal Employment Opportunity, Department of Labor, as amended; and F. Public Law 101-336, Americans with Disability Act of 1990, as amended. E4 048 July 1, 2012-September 30,2014 Direct Payment Agreement EXHIBIT F (Standard Agreement) PROGRAMMATIC PROVISIONS 1. A. CSD will process applications and make a determination of applicant's eligibility for assistance based upon pre-established criteria pursuant to the LIHEAP. CSD will provide the Contractor with a disk which lists applicants determined eligible for assistance and the amount of assistance as shown on Attachment 2. Payment, in the form of a State of California warrant, and Direct Payment Summary(Attachment 3), shall accompany the disk, and shall represent the sum total of benefits contained on said transmittal. B. Contractor will process payments contained on aforementioned disk in accordance with the provisions of the enclosed LIHEAP Direct Payment Instructions (Attachment 1). C. Contractor will provide notification of LIHEAP payment to each customer for whom a credit is made. The wording of said notification must contain the words"LIHEAP credit." D. The Contractor shall attempt to credit the accounts of qualified low-income customers by the subsequent billing cycle following the receipt of the transmittal and State of California warrant. E. 1) Contractor is responsible for completing and returning to CSD,the Direct Payment Summary that accompanies each transmittal, within ten (10) working days of processing and handling the batch run of eligible low- income utility customers receiving LIHEAP assistance. Contractor shall complete the Direct Payment Summary by indicating: a) the total number of customer accounts where the Contractor was successful in crediting full amount of eligible LIHEAP benefit; b)the customer accounts where the Contractor was only able to credit a partial amount of the eligible LIHEAP benefit, also referred to as Partial Payment Return; and c) the customer accounts where the Contractor was unable to credit any of the eligible LIHEAP assistance amount, also referred to as Full Payment Return. 2) Contractor shall return any undeliverable LIHEAP benefits to CSD during the course of this Agreement. 2. DISBURSEMENTS Funds provided under this Agreement shall be disbursed and applicant accounts credited in accordance with the provisions of the LIHEAP Direct Payment Instructions. F1 049 July 1, 2012-September 30, 2014 Direct Payment Agreement EXHIBIT F (Standard Agreement) 3. ASSURANCES A. Contractor shall charge the eligible household, in the normal billing process, the difference between the actual cost of the home energy and the payment amount made by the Department. The actual costs of the home energy shall be consistent with applicable utility company tariffs as approved by the CPUC, if applicable. B. Contractor assures that no household receiving assistance under this process will be treated adversely because of such assistance under applicable provisions of State Law regarding public regulatory requirements. 4. REPORTS Reports required under this Agreement are detailed in the LIHEAP Direct Payment Instructions and the attachments thereto. F2 050 July 1, 2012-September 30, 2014 Direct Payment Agreement ATTCHMENTS Direct Payment LIIIEAP Direct Payment Instructions and Samples • Attachment 1 — Direct Payment Instructions • Attachment 2 — Sample Printout • Attachment 3 — HEAP Direct Payment Summary • Attachment 4 — Utility Direct Pay File Format 051 July 1, 2012-September 30, 2014 Direct Payment Agreement ATTACHMENT LIHEAP DIRECT PAYMENT INSTRUCTIONS HOW TO MAKE A MATCH OPEN ACCOUNTS: If an applicant's utility account is open at the time a LIHEAP payment is received, the full amount of the payment can be applied even if it creates a credit to the account. It is incumbent upon your company to match payments to the correct account and customer of record to which the LIHEAP applicant has directed the benefit. For this purpose, both the"Customer of Record"and last name of the LIHEAP applicant, "Applicant Last Name"has been provided, as well as an account number and service address. CLOSED ACCOUNTS: If, at the time the LIHEAP benefit is to be applied, and the applicant's reported utility account is closed, you must select and complete one of the three options below: 1.) A match can be made with an applicant's new account within the same utility company. 2.) If the account is CLOSED with an outstanding balance owed, a partial payment can be made and the difference refunded to CSD with a notation on your printout. 3.) If the account is CLOSED with no outstanding balance, the total amount of LIHEAP benefit should be returned to CSD with a notation on your printout. HOW TO NOTIFY CSD OF PARTIALS AND/OR NON-MATCHES 1.) PRINTOUTS: • Using the disk that was provided with the LIHEAP payment, print the page upon which the LIHEAP applicant's name appears. • Circle the name of the customer of record to whose account the partial payment was applied (See Attachment 2). • Note beside the LIHEAP payment the amount that is being returned to CSD (the difference between the CSD payment and the returned amount is the amount which was credited to the customer of record). If there is a 100% refund to CSD, note the total LIHEAP payment amount. 1 052 July 1,2012-September 30, 2014 Direct Payment Agreement • Provide an adding machine tape listing the total amount of money to be refunded to CSD. The tape should include both the individual amounts,as well as a total. • Return the LIHEAP DIRECT PAYMENT SUMMARY SHEET, which accompanies each run of selected payment records, with the number of partials and/or non-matches (See Attachment 3). Attach a check made payable to CSD and return your printout (with partials/non-matches information), adding machine tape, and summary page to: The Department of Community Services and Development Energy and Environmental Services P.O. Box 1947 Sacramento, CA 95812-1947 2.) Compact Disk(CD)/File Transfer Protocol (FTP) • If you expect to return the "partial or non-match" information to CSD by CD or File Transfer Protocol (FTP),refer to Attachment 4 for more specific instructions on how to code the record. WHAT IF ALL RECORDS ARE MATCHES If you find that all records on a specific run are matches to your client database, you need to notify CSD on the LIHEAP Direct Payment Summary. In the case of a 100% match, the figure in the"Run S Total' column would be the same amount as the amount in the "Total S Match"column (Attachment 3). 2 053 July I,2012-September 30,2x14 Direct Payment Agreement ATTACHMENT 2 DATE: 07/01/2012 DEPARTMENT OF COMMUNITY SERVICES AND DEVELOPMENT PAGE: 1 2012 HOME ENERGY ASSISTANCE PROGRAM (Federally Funded Programs) UTILITY COMPANY NAME Pay Run on 07/012012 ACCOUNT NUMBER PAY AMT CUSTOMER OF SERVICE ADDRESS APPLICANT LAST NAME DLN RECORD 4257809602625000003301 $236.00 BETTY CASTRO 2625 S MAIN ST LOS ANGELES,CA 95678 CASTRO 120410500000004 1099766500156000000401 $297.00 FRED JONES 156 W 82 ST LOS ANGELES,CA 90003 JONES 1.20630700000026 GRAND TOTAL: $530.00 (,Ji STATE OF CALIFORNIA—HEALTH AND HUMAN SERVICES AGENCY EDMUND G.BROWN JR.,GOVERNOR DEPARTMENT OF COMMUNITY SERVICES AND DEVELOPMENT P.O.Box 1947 Sacramento,CA 95812-1947 (916)576-7109 { (916)263-1651 (FAX) (916)263-1402(TOD) July 1, 2012-September 30, 2014 Direct Payment Agreement ATTACHMENT 3 2012 LIHEAP DIRECT PAYMENT SUMMARY PLEASE COMPLETE FOR EACH DIRECT PAYMENT BATCH (A) (B) (C) (D) CSD RUN DATE TOTAL DOLLAR TOTAL DOLLAR TOTAL NUMBER TOTAL DOLLARS (THIS DATE IS ON THE AMOUNT FROM AMOUNT BEING OF RECORDS THAT MATCHED TOP LEFT HAND CSD .RETURNED CSD BEING RETURNED (THIS IS THE AMOUNT CORNER OF THE PRINT (THIS IS THF.CHECK (ENTER THE AMOUNT TO CSD THAT YOU STARTED OUTS] AMOUNT THAT WAS OF THE CHECK THATWITH, MINUS ANY (ENTER THE NUMBER SENT WITH THIS RUN WILL BE RETURNED TO OF RECORDS THAT RETURN DOLLARS, DATE NOTE: THIS CSD WITH THIS FORM) WILL BE RETURNED TO EQUALS TOTAL AMOUNT SHOULD CSD WITH THIS FORM) DOLLARS MATCHED A- MATCH THE PRINT- B=D) OUT 07/01/2012 COMPLETED BY: PHONE: UTILITY COMPANY: DATE: PLEASE RETURN THIS SUMMARY SHEET WITH PRINT-OUTS AND CHECK (FOR NON-MATCHES) NO LATER THAN 10 DAYS FOLLOWING RECEIPT FROM CSD PLEASE RETURN SUMMARY SHEET TO: Barbara Ramos, ENERGY SERVICES HOME ENERGY ASSISTANCE PROGRAM P. O. BOX 1947 SACRAMENTO, CA 95812-1947 IF YOU HAVE ANY QUESTION PLEASE CONTACT Barbara Ramos (916) 576-7162 CSD USE ONLY CHECK NUMBER - DATE DATE SENT $ AMOUNT RECEIVED TO ITS RETURNED SUMMARY C►55 ATTACHMENT 4 July J,2012-September 30,2014 Utility Direct Pay File Format Direct Payment Agreement a.A$_ ! +s��'''y' ��JYTI -.1}S_6�3Lfl�.RPw11ArE>�x �`"�_,�.Rlgratu vs�x" ,�z'T �aus�'Y i>ter�r:-' . ��r`r' � •+ Header Identification Code 5 left OOHDR First Rve characters of frst line o(all data files - constant 5 stem Dale 8 - left YYYYMMOD Date fie roducad - ]system S stem Time 6 left HHMMSS Time file roduced lantern Utility Inftials 5 left XXXXX PGE,SOCG etc. u.uuIity_mitials Filler 259 le8 spaces ad to fixed record lenylh calculated �LC2La`�15�T' Record Number 5 leh NNNNN 0001-NNNN calculated Ulilo Account Number 30 left Utility spedfc Complete current account number,without punctuation,induding check ap account no di its if used—left'usti ,farce lou acase,ped with tmilin spaces Payment Amount 8 right NNNNN.NN . aid amount Energy Bilt Address Line 1 44 left ae.bill address 1 Energy Bill Address Line 2 18 ;left ae.bill address 2 EneM Bill Address.City 420left left ae.bill at Ener Bill Address State left XX ae.bill state epee EnergyBill Address7ileft NNNNNNNNN ELL 11 zipcode Bill First Name _ a .bill first name Bill Last Name left a .bill last name Bill Middle Initial Ileft a .bill middle initial Applicant First Name 20 left a.firsl name Applicant Last Name 30 Hall a.lasl name A icant SSN .9 left NNNNNNNNN Applicant Social Security Number assn App SLN lNNI System Locator Number-lett justified.padded with space's appsln App DLN 15 Igft NNNNNNNNNNNNNNN Document Locator Number-left)usbfied padded wth spaces apDdln !27R9Le E�iiBrl'S$.a. . �„-.Po,� . 1118. Footer identification Cede 15 deft 199EOF (First five characters of footer constant aka Record Count 5 fight NNNNN Total number of detail recordscalculated NNNNNNN Pa meet Amoun[Total 12 ri ht NN.NN Payment amount total calculaled Fillet 261 lcft spaces pad to fixed record length icalculated Fixed record len Ih:283 chararders.Camia a Return+Line Fe,ed _Source column table abbreviation ke : e=applicent III ap=app, program ae=app-energy _p=app anggram payment u=utility frev.rt?11W1) Attachment 4 StdDirec4PayFileFormat2012.x1s AZUSA ��unr ♦ wain CONSENT CALENDAR TO: HONORABLE CHAIRMAN AND MEMBERS OF THE AZ UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: JUNE 25, 2012 SUBJECT: ACCEPTANCE OF CERTAIN GRANTS OF EASEMENT FROM LOS ANGELES COUNTY RECOMMENDATION It is recommended that the Utility Board accept Grants of Permanent Easement by attached Resolution for the subject location and authorize the City Clerk to file said Resolution with the Office of the Los Angeles County Recorder. BACKGROUND Azusa Light &Water has Project W-265 which will install replacement waterlines to be installed in various streets in Los Angeles County near West Covina. One such waterline will be installed in Lark Ellen Avenue which requires easements across San Dimas Wash and Big Dalton Wash to complete. Permanent easements are required for access to the waterline locations and placement of the waterlines. Attached hereto are the Grants of Permanent Easement with "Exhibit A" and "Exhibit B" for the permanent pipeline easement. FISCAL IMPACT All costs associated with the processing of this Grant of Permanent Easement are to be home by the City of Azusa. Prepared by: Chet F. Anderson, P.E., Assistant Director-Water Operations 057 RESOLUTION NO. A RESOLUTION OF THE UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA ACCEPTING CERTAIN GRANT OF EASEMENT AND DIRECTING THE RECORDING THEREOF THE UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1: That certain Grant of Easement executed by LOS ANGELES COUNTY FLOOD CONTROL DISTRICT, a body corporate and politic, under date of the 29th of May, 2012, to the CITY OF AZUSA, a Municipal Corporation in Los Angeles County, State of California, its successors and assigns, an easement for water pipeline and appurtenant structures in, on, under, and across the real property in the unincorporated territory of the County of Los Angeles, State of California described in Exhibit A and shown on and delineated on Exhibit B, to wit: See attached hereto, a Grant of Easement with Exhibits "A"and `B." Said Grant of Easement is hereby accepted and the City Clerk is hereby authorized and directed to cause the same to be filed for record in the office of the County Recorder of said County. SECTION 2: The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED AND ADOPTED THIS 25th day of June, 2012. Joseph R. Rocha, Mayor ATTEST: Vera Mendoza, City Clerk I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Utility Board/City Council of the City of Azusa at a regular meeting of the Azusa Light& Water Utility Board on the 25th day-of June, 2012. AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Vera Mendoza, City Clerk 053 ORIGINAL RECORDING REQUESTED BY AND MAIL TO: City of Azusa 213 East Foothill Boulevard Azusa, CA 91702 Attention Chet F. Anderson Space Above This Une Reserved for Re rdeYs Use THIS DOCUMENT IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE REVENUE&TAXATION CODE. Assessors Identification Numbers: THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 88410-035-913 and 914 (Portions) 27383 OF THE GOVERNMENT CODE. 8419-001-901 (Portion) EASEMENT For a valuable consideration, receipt of which is hereby acknowledged, the LOS ANGELES COUNTY , FLOOD CONTROL DISTRICT, a body corporate and politic (hereinafter referred to as DISTRICT), does hereby grant to the CITY OF AZUSA, a municipal corporation (hereinafter referred to as CITY), an easement for water pipeline and appurtenant structures in, on, under, and across the real property in the unincorporated territory of the County of Los Angeles, State of California, described in Exhibit A and shown on and delineated on Exhibit B, both of which are attached hereto and by this reference made a part hereof. Subject to all matters of record and to the following reservation and conditions, which CITY by the acceptance of this Easement and/or the exercise of any of the rights granted herein agrees to keep and perform, viz: 1. DISTRICT reserves the paramount right to use said land for flood control purposes. 2. CITY agrees that it will not perform or arrange for the performance of any construction or reconstruction work in, on, under, and across the land herein described until the plans and specifications for such construction or reconstruction work shall have first been submitted to and been approvedin writing by the Chief Engineer of the Los Angeles County Flood Control District. Such approval by DISTRICT shall not be interpreted or inferred as an endorsement or approval as to the design, accuracy, correctness, or authenticity of the information shown on the submitted plans and specifications. Furthermore, such approval cannot be relied upon for any other purpose or by any third party for any reason whatsoever. DISTRICT does not accept ownership or responsibility for the improvements. 059 BIG DALTON WASH 93GE Easement Page 2 3. CITY shall indemnify, defend, and save harmless DISTRICT, its officers, agents, and/or employees, from any and all claims, demands, liability, loss, damage, or expense to which DISTRICT, its officers, agents, and employees may be subjected as the result of any act or omission by CITY, its officers, agents, employees, or contractors arising out of the exercise by CITY, its officers, agents, employees, or contractors of any of the rights granted to it by this Easement document. 4. It is expressly understood that DISTRICT will not be called upon to construct, repair, maintain, or reconstruct any structure or improvement to be erected or constructed pursuant to this Easement. 5. The provisions and agreements contained in this Easement shall be binding upon CITY, its successors, and assigns. To the extent any lawful assessment be levied pertaining to the area to which this easement applies and to the extent that the assessment is based on the structures and improvements being constructed under the authority of this easement and provided further that the assessment be levied following CITY's exercise of these easement rights to construct such structures and improvements, CITY agrees to pay on behalf of DISTRICT that part of any such assessment levied against DISTRICT, which is based on the value contributed to that area by CITY's said improvements. , l Dated MAU\ LOS ANGELES COUNTY FLOOD CONTROL DISTRICT, a body corporate and politic i By A _ Chairman, Sof Supervisors ofbe Los Angeles C my Flood Cont istrict (LACFCD-SEAL) Big Dalton Wash 93(Azusa Light and Water) ATTEST: BIG DALTON WASH 93GE Includes Parcel 93GE.1 SACK A. HAMAI, Executive Officer Also includes SAN DIMAS WASH 57GE 16-RW10 and 18-RW1,1 of the Board of Supervisors S.D.5 M1023008 of the County of Los Angeles Project ID: MPR0000075 By �— Deputy KR:psr HABIG DALTON 93GE 060 STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On January 6, 1987, the Board of Supervisors for the County of Los Angeles and ex officio the governing body of all other special assessment and taxing districts, agencies, and authorities forwhich said Board so acts adopted a resolution pursuant to Section 25103 of the Government Code that authorized the use of facsimile signatures of the Chairman of the Board on all papers, documents, or instruments requiring the Chairman's signature. The undersigned hereby certifies that on this 2 }day of ! ' a —, 20 the facsimile signature of ZEVYAPnS Chairman of the Board of Supervisors o e M ANGELES COUNTY FLOOD CONTROL DISTRICT, was affixed hereto as the official execution of this document. The undersigned further certifies that on this date a copy of the document was delivered to the Chairman of the Board of Supervisors of the LOS ANGELES COUNTY FLOOD CONTROL DISTRICT. In witness whereof, I have also hereunto set my hand and affixed my official seal the day and year above written. SACHI A. HAMAI, Executive Officer of the Board of Supervisors of the ounty of Los Angeles Deputy (LACFCD-SEAL) APPROVED AS TO FORM: JOHN F. KRATTLI CERTIFICATE OF ACCEPTANCE Acting County Counsel This is to certify that the interest in real property conveyed by the deed or grant herein, dated J from the Los Angeles County By {( ( �(JQQ.,72n if; Flood Control District, a body corporate and politic, to the Deputy City of Azusa, a municipal corporation, is hereby accepted pursuant to authority conferred by Resolution No. of the City Council of the City of Azusa, APPROVED as to title and execution, and the Grantee consents to the recordation thereof by its duly authorized officer. ,20 DEPARTMENT OF PUBLIC WORKS Survey/Mapping&Property Management Division Dated Supervising Title Examiner By By RCONF:ACK:FIODFAx.2 CITY OF AZUSA ACCFT RVSD 13012 06.1 EXHIBIT A BIG DALTON WASH 93GE Includes: Parcel No. 93GEA Also includes: SAN DIMAS WASH 57GE 16-RW 10 and 18-RW 1.1 A.I.N. 8410-035-913 (Portion) 8410-035-914 (Portion) 8419-001-901 (Portion) T.G. 598 (H3) 1.M. 144-297 S.D: 5 M1023008 LEGAL DESCRIPTION PARCEL NO. 93GE (Grant of easement for pipeline purposes): That portion of Lot 143, Tract No. 19943, as shown on map recorded in Book 519, pages 8, 9, and 10, of Maps, in the office of the Registrar-Recorder/County Clerk of the County of Los Angeles, within a strip of land 10 feet wide, lying 5 feet on each side of the following described centerline: Commencing at a point in the easterly line of the northwest quarter of Section 10, Township 1 South, Range 10 West, S.B.M., said point being distant North 0011'50" East 235.22 feet, measured along said easterly line, from the Center of said Section 10, said easterly line also being the centerline of Lark Ellen Avenue, as said centerline is shown on map of Tract No. 18863, recorded in Book 622, pages 82, 83, and 84, of said Maps; thence at right angles from said easterly line, North 89°48'10" West 45.00 feet to a point in the westerly line of that certain parcel of land described as Part (a) in deed to COUNTY OF LOS ANGELES, recorded in Book D3339, page 604, of Official Records, in the office of said Registrar-Recorder/County Clerk, said last- mentioned point being the TRUE POINT OF BEGINNING; thence North 59°48'10" West 11.55 feet to a point in a line parallel with and 10.00 feet westerly, measured at right angles, from said westerly line; thence North 0011'50" East, along said parallel line, a distance of 61.24 feet; thence North 60°11'50" East 11.55 feet to said westerly line. The sidelines of the above-described 10-foot-wide strip of land shall be prolonged or shortened at angle points so as to terminate at their points of intersection C:W,yFilesWMVe WIG MTON WASH& SAN OIMASH 93GLd=, 1WIMOm 062 and shall be prolonged or shortened at their beginnings and ends so as to terminate in said westerly line. Containing: 843 ±square feet PARCEL NO. 93GE.1 (Grant of easement for pipeline purposes): That portion of above-mentioned Lot 143, within a strip of land 10 feet wide, lying 5 feet on each side of the following described centerline: Commencing at a point in the southerly line of above-mentioned northwest .quarter of Section 10, said point being distant North 89°58'35" West 45.00 feet, measured along said southerly line, from above-mentioned Center of Section 10, said point also being a point in the westerly line of that certain 90-foot-wide strip of land described as Part (e) in above-mentioned deed to COUNTY OF LOS ANGELES; thence South 0°26'15" West, along said westerly line, a distance of 49.28 feet to a point being hereby designated as Point "A" for the purpose of this description, said last-mentioned point also being the TRUE POINT OF BEGINNING; thence North 59033'45" West 11.55 feet to a point in a line parallel with and 10.00 feet westerly, measured at right angles, from said westerly line; thence North 0°26'15" East, along said parallel line, a distance of 56.00 feet; thence North 45°26'15" East 14.01 feet to the westerly line of above-mentioned Part (a). The sidelines of the last above-described 10-foot-wide strip of land shall be prolonged or shortened at angle points so as to terminate at their points of intersection and shall be prolonged or shortened at their ends so as to terminate in said westerly line of above-mentioned Part (a). Containing: 266 ±square feet PARCEL NO. 57GE (Grant of easement for pipeline purposes): That portion of that certain parcel of land in above-mentioned Section 10, described as PARCEL 57 in a Final Order of Condemnation, had in Superior Court Case No. 627548, a certified copy of which is recorded in Book 46511, page 420, of above-mentioned Official Records, within a strip of land 10 feet wide, lying 5 feet on each side of the following described centerline: Beginning at the above-designated Point "A"; thence North 59033'45" West 11.55 feet to a point in a line parallel with and 10.00 feet westerly, measured at right angles, from the westerly line of above-mentioned 90-foot-wide strip of land; thence North 0°26'15" East, along said parallel line, a distance of 56.00 feet. C.WyNI.IAMJe MIG DALTON WASH&SAN DIPAASH 93GE.tlecx 1011MOlD 'tuw"xa'G.Lf G i!'dkP 18 063 The sidelines of the last above-described 10-foot-wide strip of land shall be prolonged or shortened at angle points so as to terminate at their points of intersection and shall be prolonged or shortened at their beginnings so as to terminate in said westerly line. Containing: 550 ± square feet .APPROVED AS TO DESCRIPTION \pNPL LAND KEVIN A.BUGH COUNTY OF LOS ANGELES CL EXP. / i J� LS 8056 ��� LLC,EN$5 SURVEYOR 9rFOF CAL�FSurvey/Mapping and Property Management Division r 71 G:W, l AAW.e KSIG DALTON WASH& SAN DWASH 93GE.&. 10/128010 064 40' 45' 45' < EXHIBIT B ca 03 � I 19• 0���OFO�G0�\�P W TPOe J LINETABLE Uj LINE BEARING DISTANCE P�10 45• LI N89.58'35 W 45.00' L2 50'26'15"W 49.28' if a L3 N59'33'45W 11.55' / n L4 NO'26'15"E 56.00' (PARCEL NO.93GE) AREA=8433 S.F. w LS N45'26'15"E 14.01' / ,b L6 N89'48'10"W 45.00' L7 N59-48'10"W - 11.55' 40• z 40' L8 NO'1! 6124' 50E L9 Nfi0'1 T " 11.55' ` ry LEGEND: `1 N OR -Pu M Q COUNTY OF LOS ANGELES ^' -EASEMENTAREA Easementement-Public Road I �( Pad(a) I —1/4 SECTION LINE (PARCEL 93GE.1)L — AREA=266±26615.F. MOST SOUTHERLY LINE OF LOT 143 I TRACT NO,19943,MB 519$10 \ I 45' 45' 93 (\ik/ 12 5T BIG DALTON WASH L, _ CITY OF COVINA N89.58'35-W 1/4 SECTION LINE �4 COUNTY OF LOS ANGELES (PARCEL N0.57GE) � 10 \ CENTER OF SE 10943 AREA=5505 S.F. / PER TRACT N0. 9 0' w\ SAN DIMAS WASH Pofnt"A" (18-RW1.1) v3 TP09 z (OR 03339-604 Dec.OR 46511-420COUNTY OF LOS ANGELES 57 LACFGD(FEE) ^— � ___ Easement-Public Road Part(e) NORTHERLY LME OF TRACT NO.19649,Me 492-21 8 22 (�R NOT TO SCALE GRANT OF EASEMENT TO CITY OF AZUSA PREPARED BY:A MERCADO 10105110 FOR PIPELINE PURPOSES • IIGNTAZIR R WATE! CONSENT CALENDAR TO: HONORABLE CHAIRMAN AND MEMBERS OF THE AZ UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: JUNE 25, 2012 SUBJECT: AWARD OF CONTRACT FOR PROJECT W-265, WATER MAIN REPLACEMENT IN LOS ANGELES COUNTY NEAR WEST COVINA RECOMMENDATION: It is recommended that the Azusa Utility Board approve the award of contract to J. De Sigio Construction, Inc. of Baldwin Park for Water Project W-265, which includes replacement of approximately 6,200 linear feet of water main of various sizes plus appurtenances in Lark Ellen Ave.,Brookport St.,Bellbrook St.,Vogue Ave.,Benwood St.,Benbow St.,and Cypress Ave.in Los Angeles County near the City of West Covina. BACKGROUND: The Water Division has a program of replacing water mains that have a history of leaks and/or may be experiencing flow and pressure problems.The mains to be replaced in this project have both leak problems requiring constant repair and deliver less flow than is optimal for current residential area standards. This project will allow the Water Division to lessen the probability of leaks within the streets in the jurisdiction of Los Angeles County. In all, this project will install, as pipeline replacement,approximately 890 linear feet of 18-inch ductile iron pipe water main;400 linear feet of 12-inch ductile iron pipe water main; 4,250 linear feet of 8-inch ductile iron pipe water main; 630 linear feet of 18-inch steel water main; and two 18-inch steel water main bridge crossings in Lark Ellen Avenue at Big Dalton Wash and at San Dimas Wash. Advertisement for Bids for this project was approved at the April 23, 2012 Utility Board meeting. Following public advertisement of an Invitation for Bids,nine(9)contractors submitted bids which were publicly opened June 7, 2012 in the office of the Azusa City Clerk. pkeerove_02 (,(,2-42z/ U-r-i l 3004 fgeett 06E Water Main Replacement Project W-265 June 25, 2012 Page 2 The bids submitted are as follows: Rank Contractor Bid Amount 1 J. De Sigio Construction Inc. $ 1,429,780.00 2 Williams Pipeline Contractors, Inc. $ 1,452,916.55 3 Stephen Doreck Equipment Rentals,Inc. $ 1,461,894.50 4 VCI Construction,Inc. $ 1,466,608.00 5 T.E. Roberts, Inc. $ 1,499,652.00 6 C.P. Construction Co., Inc. $ 1,535,600.00 7 Kana Pipeline Inc. $ 1,574,441.00 8 Mike Bubalo Construction Co., Inc. $ 1,599,066.70 9 JA Salazar Construction $ 1,676,532.00 The lowest bidder on the project,J.DeSigio Construction Inc.of Baldwin Park,California,has been doing business in the San Gabriel Valley for at least 20 years and has completed prior projects for Azusa Light &Water. FISCAL IMPACT: The fiscal impact of this bid award is $1,429,780.00. This item will be funded from Capital Improvement Program Budget Account No. 32-80-000-721-72112B, as approved by the City Council for FY 2011-2012 and carried forward to next fiscal year. Prepared by: Chet Anderson, Assistant Director- Water Operations . 067 �zus� U4MT t 'R'RTiR CONSENT CALENDAR TO: HONORABLE CHAIRMAN AND MEMBERS OF THE AZUSA UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: JUNE 25, 2012 49W SUBJECT: APPROVAL OF SOLICITATION OF PROPOSALS TO PROVIDE INSPECTION SERVICES FOR PROJECT W-265, WATER MAIN REPLACEMENT IN BELLBROOK STREET, LARK ELLEN AVENUE, BROOKPORT STREET, BENWOOD STREET, BENBOW STREET, VOGUE AVENUE, AND CYPRESS STREET IN LOS ANGELES COUNTY NEAR WEST COVINA RECOMMENDATION It is recommended that the Utility Board approve attached Request for Proposals for inspection services and authorize staff to solicit proposals for Project W-265, Water Main Replacement in Bellbrook Street, Lark Ellen Avenue, Brockport Street, Benwood Street, Benbow Street, Vogue Avenue, and Cypress Street in Los Angeles County near West Covina. BACKGROUND The Water Division has a program of replacing water mains that have a history of leaks and/or may be experiencing flow and pressure problems. Project W-265 will replace approximately 6,200 linear feet of pipeline with crossings of San Dimas Wash and Big Dalton Wash on Lark Ellen in Los Angeles County near West Covina. The project is expected to take 150 calendar days to complete. A project of this duration and magnitude will require fulltime monitoring and inspection beyond that which Water staff has the time to provide. FISCAL IMPACT There is no immediate fiscal impact of soliciting inspection service proposals. Once proposals are received, staff will report back to the Utility Board on proposed costs and final selection. Prepared by: Chet F Anderson P.E., Assistant Director- Water Operations Attachment: Request for Proposals(RFP) 06 June 26, 2012 Wren & Associates P.O. Box 166 Etiwanda, CA 91739 Mr. Doug Franco, P.E. Vali Cooper& Associates 3900 Market Street Suite 250 Riverside, CA 92501 Mr. Chris Baca Willdan Associates 13191 Crossroads Parkway North, Suite 405 Industry, CA 91746-3497 Shahnawaz Ahmad, PE SA Associates 1130 Huntington Drive, Unit 12 Arcadia, CA 91007 W. David Byrum, PE Civiltec Engineering Inc. 118 West Lime Avenue Monrovia, CA 91016 Subject: Request for Proposals to Provide Inspection Services for Project W-265 Dear Sirs: Azusa Light & Water is requesting proposals for the inspection of a main replacement project to be constructed in Los Angeles County near the City of West Covina. The inspection services requested by this RFP will begin approximately after the July 23, 2012 meeting of the Azusa Utility Board, and continue for the 150 calendar day construction period, to approximately December 20, 2012. Construction is allowed from Monday to Friday between the hours of 7:OOAM to 5:00 PM though actual construction will not take all the hours allowed. On rare - 1 - 069 occasion, weekend hours may be required. Project completion is set for 150 Calendar days after the date set in the Notice to Proceed; the contract for the project will be awarded July 23, 2012. A half size set of project plans for the main replacements to be inspected is included with this RFP. It is not anticipated that the contractor will have more than one crew working at anytime. Full time inspection of the pipeline installation will be required. In order to allow for. overtime and weekend work, please base your proposed cost on 150 calendar days for the contract duration. Please include information on experience, a current schedule of prices, and the name(s) of personnel you intend to use for the project inspection. The scope of services for the proposed inspection services includes the following. SCOPE OF SERVICES A. Provide full time inspection of construction work to assure quality of construction and adherence to specifications, drawings, and submittals. Inspection will be provided as needed estimated to require 8 hours per day each day the work is being executed. Document daily work progress with written logs and photographs as necessary. In the event that the contractor uses two crews, one inspector will inspect the work for this project. B. Manage requests for change orders by the Contractor. Provide requests for change orders with documentation and recommendations to City for review and approval. Implement changes as required and directed by City. C. Maintain record drawings in the field indicating any changes in the design, materials, dimensions, and details. Provide red lined "as-built" drawings to City. D. Prepare a "punch list' of all items to be completed by the Contractor to obtain final completion. Insure items are completed. E. Arrange and conduct the final inspection and start-up coordination work with the Azusa Light & Water crews prior to the new facilities being placed into service. Final inspection to be witnessed by City. F. Attend preconstruction meeting Attached for your information is a sample City of Azusa Professional Services Agreement. Also enclosed for your information is a set of half size project drawings. - 2 - 070 Please send or deliver your letter proposal to Azusa Light & Water to be received no later than 5:00 PM, Thursday, July 12, 2012. Please include a one page qualification sheet for the person you intend to use as the inspector on this project if selected. Proposals may also be faxed to 626- 334-3163, or e-mailed with a pdf file to the following e-mail address: mbarbosa@ ci.azusa.ca.us. Thank you. Chet F. Anderson, P.E. Assistant Director- Water Operations Azusa Light & Water Ph: 626-812-5209 - 3 - 071 CITY OF AZUSA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this day of 20_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") and , a CORPORATION, with its principal place of business at ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing CONSTRUCTION INSPECTION services to public clients, is licensed in the State of California, and is familiar with the plans.of City. 2.2 Project. City desires to engage Consultant to render such services for the 2008-2009 Water Main Replacement Projects , Project WV-262 project ("Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional CONSTRUCTION INSPECTION consulting 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. - 4 - ()72 3.1.2 Term. The term of this Agreement shall be from [_INSERT START DATES to L_fNSERT ENDING DATE, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant 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 Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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. Consultant 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. Consultant 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. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant 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 Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant 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, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant 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 Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Name of Inspector 5 073 3.2.5 City's Representative. The City hereby designates Ken Godbey, 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 Consultant's Representative. Consultant hereby designates Name of Consultant, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall 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 portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant 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. Consultant 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. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant 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 term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant 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 Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or 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 Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant 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. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and 6 074 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 such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant 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. In addition, Consultant shall not allow any subcontractor to commence work on 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. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant 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); (2)Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); 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. Consultant 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)Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) 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. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants 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 be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. 073 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant 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 Consultant, 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 Consultant'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 Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; 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 Consultant'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 Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liabilitv 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. (D) 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 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. Consultant 8 076 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. Consultant shall furnish City with original 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 by the City if requested. All certificates and endorsements must be received and approved by the 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. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in 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; (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. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed $ FIGURES ($ WORDS) without written approval of City's UTILITY BOARD. 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. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. 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, 9 077 through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant 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 Consultant 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. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative, 3.4 Accounting Records.. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant 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 Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 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. 10 078 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: Consultant: CONSULTANT. CONSULTANT ADDRESS City: City of Azusa 213 East Foothill Blvd. Azusa, CA 91702-1295 Attn: Chet F. Anderson, P.E. Azusa Light & Water 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 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 Consultant under this Agreement("Documents & Data"). Consultant 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. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant 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 Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to 11 079 . v any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use 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's Fees. 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 reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant 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 property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant'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. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 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 parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of 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. 12 080 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 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. Consultant 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 tern referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, 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. 13 j18 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other 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. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant 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 Consultant, 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. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant 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. Consultant 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, Consultant 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 Consultant 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. 14 082 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant 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. CITY OF AZUSA CONSULTANT By: By: [Name] City Manager [Title] Attest: City Clerk Approved as to Form: Best Best & Krieger LLP City Attorney 15 o83 &A, AZUSA CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF TH A I SA UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: JUNE 25, 2012 SUBJECT: 2011 POWER SOURCE DISCLOSURE REPORT AND POSTING RECOMMENDATION It is recommended that the Utility Board approve Azusa Light & Water's 2011 Power Source Disclosure report and posting. BACKGROUND SB 1305 requires that all retail sellers of electricity in California report on an annual basis the sources of power served to their customers and post condensed power source information on the company's website. Additionally, AB 162 requires a specific format in which condensed information from the annual SB 1305 report needs to be shown. Attached for your approval is Azusa Light & Water's 2011 power source information in the AB 162 required format as provided by the California Energy Commission (CEC). Please note that in cases the reporting entity had a surplus of resources (Azusa's case) the CEC provided reporting form automatically prorates all non-renewable resources to render a balanced load-resource mix shown in the right hand table. Further, since the CEC allows using the prorated data for power source disclosure posting (right hand table in the attached), staff recommends that this information/data be approved for posting on our website. Please note that we are still deeming our share of the Hoover uprating project a qualified renewable resource ("Eligible Hydro" on the CEC report). This reporting approach will likely change in our next annual report for 2012 as the renewable energy regulations (to be finalized within the next two months) are set to disallow qualified renewable status for that resource. Ago 2011 Power Source Disclosure and posting June 25, 2012 Page 2 FISCAL IMPACT There is no direct fiscal impact. Prepared by: Yarek Lehr, Assistant Director of Resource Management C�SJ Sr/emn Ew,rYUmmWM qU newMf Sprwtlewi Fuel Mix Schedule 4 -This Schedule will be automatically populated with data from Schedules 1S,3. nw�,w'wM4aro 1.nu.M.Nw�N,e•Pm.nn,o Nn Msa aw alesMssed emawle I.�m.r��bxea.n. rw,Iwiwl h„a.w.mwtePan u.twl,nNlnie.emeweoese.an.I. zoli Fael Ml;( _ - - W13FUNMA- i• .w M.wTgYMML46,w Me uMTNNrYt Pvd.w ' huP.w Net ' - Pertrntol.Twl ao lWeh)b P...dTwl . •'1 MNT Pu,NnW PeMAs.W MµxppgewJ A{µ1, ReM1BSNn ' e PUNun gey�a Pgv.He - EE TOx bnewefN N PI Y9%JS 1q{ Rlomm.MBbunt. - BbmenaM Mwvte uwMmui 600tMrmN .. ED,Ide3rye,e .J tiArv.v' _ Ekins AWe • 1fAAU .NAT9.13 /•�. G% We, " , , . ._ W. r iY "Alin 1411 � l 1 )1.. 9nf cl., i7so'. 1.1i2 f 9Ht Ln.Wem _ gm.!Mfro fi. anger F- • OA W0.nIG.f W ,Xlar r' s9,Y1.59 _ NWwI' 1f,9N.59 11.MA3 6 ffA pM1v Ox PY.A.w MWh N flfRl 36X WrtM.n MNfi NM1Aq 3 Mi 6f I6% eW/YtWMd.MWT �3H t oM XOPvdwtl MY,T 9H.96f1 l I9ff5 eW ReYESYO MNT ']H]36N.� _ oM lYttlstlu IVA 13685�_ 14W Teself IN TJ.vebBnee3P. ys bnnaaIna. xlveallale11nIne., evutl IqA wl P,wwmeM.rw m.ra,w,e low W,/�mn nrw mm�Aewne.t 4REPPOu wxx. fill f dow r AZUSA rover a were CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: JUNE 25, 2012 4; SUBJECT: POWER RESOURCES RISK MANAGEMENT POLICY RECOMMENDATION It is recommended that the Utility Board approve attached clarified Appendix D-1 of the Azusa Risk Management Policy. BACKGROUND In 1999, the Utility Board approved the Azusa Risk Management Policy (Risk Management Policy). The policy was subsequently amended in 2006 and in 2011. The currently approved policy, among other things, grants specific ranges of authority to Staff to engage in purchases, sales and hedging of energy, capacity, natural bio gas, and transmission products as well as trading Renewable Portfolio Standard (RPS) and Greenhouse Gas (GHG) compliance instruments, all within defined limits. Upon recent review of the Risk Management Policy Staff determined that more specificity would be useful in one key section of the policy— the list of authorized trading products listed in Appendix D-1. Even though Table 4-1 in Exhibit A of the policy authorizes Staff to purchase hedges (energy and transmission) for the purpose of serving load, Appendix D-1 does not specifically list transmission products in the Financial Instruments section. Azusa has been .receiving, and also buying, transmission hedges from the California Independent System Operator (CAISO or ISO) since the inception of the ISO's integrated energy and transmission market (April 1, 2009). These transmission hedges, known as Congestion 087 Clarification of the Risk Management Policy June 25, 2012 Page 2 Revenue Rights (CRRs), are the only instrument made available by the CAISO to offset costs of transmission congestion on the CAISO Operated Grid. Staff is recommending that Appendix D-1 be modified (see bold-underlined font in attached document) to clarify that transmission hedges, including CAISO CRRs, are explicitly listed among the authorized trading product list. FISCAL IMPACT There is no direct fiscal impact of the amended Risk Management Policy. Prepared by: Yarek Lehr, Assistant Director of Resource Management Attachment: Amended Appendix D-1 of Azusa Risk Management Policy Q&8 AMENDED APPENDIX D-1 6-25-2012 (Amended sections in Bold and Underline) D.1 AUTHORIZED TRADING PRODUCTS & GEOGRAPHIC MARKETS Physical Markets • Electric Power (energy, capacity, and transmission ) • US markets accessible to Azusa for physical delivery of power Financial Instruments Electricity: • Fixed for floating swaps on underlying physical markets • Basis swaps on locations traded in the physical markets • Options (puts and calls) for caps, collars, and floors on underlying physical markets Transmission: • Congestion Revenue Rights (CRRs) and other similar transmission hedging instruments Natural Gas: • Fixed for floating swaps on underlying physical markets • Physical gas (natural and bio-gas) Compliance instruments • GHG allowances • GHG offsets • Renewable Energy Credits ( RECs/TRECs) I SAG U�$A AGENDA ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE SA UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: JUNE 25, 2012 SUBJECT: APPROVAL OF LICENSE AGREEMENTS WITH ECOTALITY FOR FURNISHING AND INSTALLING (i) A LEVEL II ELECTRIC VEHICLE PUBLIC CHARGING STATION AT AZUSA CITY HALL PARKING LOT, AND (ii) A LEVEL III DC FAST CHARGING STATION AT 6T" AND SAN GABRIEL RECOMMENDATION: It is recommended that the Azusa Utility Board approve License Agreements with ECOtality for furnisbing/installing (i) a Level II "Blink" electric vehicle public charging station at Azusa City Hall parking lot and (ii) a Level III DC fast charging station on City property at 6°i and San Gabriel, and authorizing signature of the agreements by the Director of Utilities. BACKGROUND: Staff previously reported to the Utility Board that a company named ECOtality submitted a proposal to Azusa Light and Water for furnishing and installing one or more electric vehicle public charging stations in Azusa. A number of possible locations, both public and private, were considered for installation of an EV charging stations. Staff also reported that it desired to purchase/lease up to two electric vehicles to replace the hybrid Toyota Priuses that were acquired by Light & Water 12 years ago to demonstrate hybrid technology and which have either reached, or are close to reaching, end of battery life. Based on input from Utility Board members and in an effort to minimize the cost of installing EV charging units, staff has developed two possible arrangements for consideration by the Utility Board: 090 ECOtality License Agreement June 25, 2012 Page 2 Level II Charging Units at City Hall Parking Lot • Two Level 1I Blink EV chargers provided by ECOtality at no cost to Azusa ($6,000) • Two `Blink" charging units installed with subsidy($4,500) • AL&W to "contribute"electricity and service line extension • Payment to AL&W of 50%charging revenue from user fees and advertising • One year project demonstration period • Azusa will have the right to take possession of the charging units after December 3l, 2013 or have ECOtality remove. Level III DC Fast ChareinQ Unit at 6`h and San Gabriel • A Level III Blink EV fast charger provided by ECOtality at no cost to Azusa ($60,000) • Unit installed at ECOtality's cost ($40,000) • Azusa to provide site for installing the charger at no cost to ECOtality • Ecotality to pay for electricity used by the charger • Five year term • ECOtality will retain ownership of the chargers To consummate these transactions, Azusa Light & Water must enter into "License Agreements" which contain the terms and conditions for furnishing and installing the electric vehicle charging stations. Staff is recommending that the Utility Board accept ECOtality's proposals for furnishing and installing the electric vehicle charging stations at City Hall parking lot and at 6a' and San Gabriel and approve execution of the ECOtality License Agreements (attached in its substantially final form) following legal counsel concurrence. FISCAL IMPACT: The estimated value of ECOtality's proposed installation at the City Hall parking lot is about $10,500 plus AL&W's 50% share of any revenue proceeds. The estimated value of the installation at 6h and San Gabriel is about $100,000. Maintenance of the chargers is the responsibility of ECOtality under the License Agreement. Azusa will be responsible for extending electric service to the charging pedestals at the City Hall location (estimated cost of $8,900). Sufficient funds are budgeted in the Underground Line Extension CIP Project No. 73012B. Prepared by: Federico Langit, Jr. —Assistant Director, Electric Operations George F. Morrow, Director of Utilities 091 f "LEVEL II" LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "Agreement") is made effective as of 20 , between the City of Azusa, a California municipal corporation (the "Licensor'), and Electric Transportation Engineering Corporation, dba ECOtality North America, an Arizona corporation, and its successors and assigns ("Licensee") (collectively the "Parties'). RECITALS: A. The Licensor is the fee owner of certain real properties more particularly described on the attached Exhibit A (collectively"Licensor's Properties"), specific portions of which will be licensed to Licensee pursuant to this Agreement which licensed portions are described and depicted on the attached Exhibit B (collectively the"Licensed Premises"). B. Licensee is the owner of the EVSE and Software (collectively the "EVSE"). C. The United States Department of Energy ("DOE") has provided funding through the American Recovery and Reinvestment Act ("ARRA") to accelerate the development and production of electric vehicles ("EVs") in order to reduce petroleum consumption in the United States. D. For the use of EVs to expand, drivers of EVs will require access to sufficient publicly available Electric Vehicle Supply Equipment ("EVSE") stations in order to provide for convenient re- charging of EVs in locations remote from the drivers' homes. E. To encourage the development and use of EVs the DOE is supporting the development of a large publicly available EV charging infrastructure in several cities in the United States, through a program known as the "EV Project," which will provide EVSE units at publicly available locations in the United States. F. Pursuant to the EV Project, and separate from this Agreement, Licensee has received a grant from DOE (the "DOE Grant") to install EVSEs and to collect data relating to public use of the EVSEs. The data collected from publicly available EVSE and EV Project participants will be analyzed to determine vehicle use and charging patterns in a variety of topographies and climate conditions, to evaluate the effectiveness of the charge infrastructure deployed under the EV Project, and to support the future deployment of EV infrastructure in other regions. G. Licensor has a long-standing commitment to resource conservation and has been an active participant in energy conservation, energy efficiency and environmental preservation and is committed to protecting the environment and providing a sustainable future for its residents. H. Licensor is interested in the outcome of the studies and other efforts being undertaken by Licensee as part of the DOE Grant, including the extent to which EVSEs on the Licensed Premises would affect energy use by Licensor and the use of EVs by members of the public. I. Licensee desires to obtain from Licensor certain rights over, under and across Licensor's Property for the purpose of installing, maintaining, operating and removing the EVSE to facilitate Licensee's implementation of the DOE Grant. Municipal License Agrecrnmt page 1 (1 NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. The License. Licensor hereby grants to Licensee a revocable license to use and occupy the Licensed Premises (the "License"), on the terms and conditions stated in this Agreement, to install, maintain, and operate the EVSE for the purpose of implementing the DOE Grant. 1.1. Limited, Nonexclusive Rights. This License is a revocable, nonexclusive, and non- possessory authorization for Licensee to enter upon and use the Licensed Premises solely for the purposes described in § 1.3 on the terms and conditions stated herein. Licensee may not use the Licensed Premises for any other purpose or in any other manner without Licensor's prior written consent. This License in no way restricts Licensor's use or conveyance of the Licensed Premises, any interest therein, or any improvements thereon, or Licensor's use of the Licensed Premises in any manner not inconsistent with the License. This License is not intended to create or convey to Licensee an interest in real property, and may not be recorded without Licensor's prior written permission, which consent may be granted or denied in Licensor's sole discretion.. 1.2. Rights of Others. Nothing in this License may be construed as Licensor's representation, warranty, approval, or consent regarding rights in the Licensed Premises held by other parties, and Licensee is responsible for ascertaining the rights of all third parties in the Licensed Premises and obtaining their consent to the activities described in this License as necessary or appropriate. Licensee agrees to obtain, at its sole expense, such other licenses, permits, consents and agreements as may be required to address the rights of others by other appropriate agreements, easements, privileges or other rights, whether recorded or unrecorded, and shall make its own arrangements with holders of such prior rights. 1.3. Scope of License; Permitted Uses. During the term of this Agreement, Licensee shall have reasonable access to the Licensed Premises for the limited purpose of installing, maintaining, using, operating, repairing, and removing the EVSE. Licensee may not use the EVSE located on the Licensed Premises for any purpose other than to provide for EV charging, for both privately owned cars and car share fleet vehicles of Licensor, and to collect data relating to the use of the EVSE. 1.4. Condition of Premises. Licensee agrees to accept the Licensed Premises "As Is," without warranty of any kind, express or implied. Licensee acknowledges that Licensor is not obligated to construct or install any improvements or facilities of any kind on the Licensed Premises. Licensee must use commercially reasonable efforts to maintain the Licensed Premises and any EVSE installed on the Licensed Premises in a condition satisfactory to the Licensor, including the removal from the EVSE and from any areas that are inaccessible to Licensor of graffiti and other unsightly, dangerous or offensive conditions and must not cause or permit any generation of hazardous waste. During the term of this Agreement Licensor will cooperate with Licensee to implement appropriate, mutually agreed upon procedures to assure that the Licensed Premises are maintained in a condition that is satisfactory to both Licensor and Licensee. 1.5. Condition of Licensee's EVSE. During the term of this Agreement Licensee must maintain the EVSE in a reasonable, safe and operable condition at all times when the EVSE is installed on Licensor's Property. Licensor will have no right or responsibility to repair, maintain, or operate the EVSE. Licensor will cooperate with Licensee to implement appropriate, mutually agreed upon measures to assure that the EVSE is maintained in operable condition and that if the EVSE is damaged or becomes inoperable that Licensee is promptly notified. Licensee will repair or replace, at Licensee's option and at Licensee's sole expense, the EVSE or parts or components thereof as Licensee deems necessary and appropriate. Licensee will not be responsible for the condition of the EVSE after the expiration or termination of this Agreement if ownership of said EVSE is conveyed to Licensor pursuant to the terms of this Agreement. Municipal License Agreement Page 2 093 1.6. Environmental Hazards. Licensees agrees not to use or store, or permit to be used stored, on the Licensed Premises, gasoline or petroleum products, hazardous or toxic substances or inflammable materials, herbicides, pesticides, fungicides, algaecides. Licensee may not engage in the production, location, transportation, storage, treatment, discharge, disposal, or release upon or under the Licensed Premises of any substance regulated under any local, state or federal environmental protection law or regulation. 1.7. Waste, Nuisance. Licensee shall not commit or suffer to be committed any waste or impairment of the Licensed Premises and covenants that it shall not do, nor permit to be done, on or about the Licensor's Properties any acts which may be a nuisance. 1.8. Compliance with Laws. In the exercise of any privilege granted by this License, Licensee must comply with all applicable State, municipal and local laws, and the rules, orders, regulations and other legal requirements, including laws and regulations relating to occupational safety and health and environmental protection, and all orders, writs, judgments, injunctions, decrees or awards of any court or governmental authority with jurisdiction over Licensee or the Licensed Premises. Licensee must obtain promptly and maintain in effect throughout the term of the License all licenses, permits, authorizations, registrations, rights and franchises necessary to conduct the actions required or permitted by the License. Furthermore, Licensee will not encourage or permit any use in or upon the Licensed Premises, or any part thereof, in violation of any applicable laws, statutes, rules or regulations of any federal, state or local authority. 1.9. Compliance with Licensor Requirements. Any use made of the Licensed Premises pursuant to this License, and .any construction, maintenance, repair, or other work performed thereon by the Licensee, including the installation and removal of any article or thing, shall be accomplished in a manner satisfactory to the Licensor. 1.10. Structures. Licensee may not place or construct upon, over or under the Licensed Premises any installation or structure of any kind or character, except such as are specifically authorized herein or in writing signed by Licensor. 1.11. Alterations; Damage; Restoration. No alterations may be made by Licensee to the Licensed Premises without first obtaining the prior written consent of Licensor and, if applicable, any other person or entity having an interest in or right to use or occupy the Licensed Premises. Licensee will bear the costs and expenses, up to a maximum of $2,250 per charging unit for a maximum of $4,500 per site. Two (2) EVSE charging units shall be installed per location for two (2) to seven (7) locations as further described in Exhibit B. Such costs and expenses are associated with performing any such alterations, including, without limitation, costs of construction and any increased operating costs resulting from such alterations. Except as may be otherwise provided in this Agreement, Licensee may not alter, destroy, displace or damage any of Licensed Premises or any neighboring property in the exercise of the privileges granted by this Agreement without the prior written consent of Licensor and any other affected landowner, and the express agreement of Licensee promptly to replace, return, repair and restore any such property to a condition satisfactory to Licensor and any other affected landowner upon demand, and at Licensee's sole cost and expense. The installations as set forth herein shall be completed by Licensee on or before June 30, 2012. 1.12. Operation and use of EVSE. Licensee must confine activities on the Licensed Premises strictly to those necessary for the enjoyment of the privilege hereby licensed, and must refrain from marring or impairing the appearance of the Licensed Premises, obstructing access thereto, interfering with the transaction of Licensor's business and the convenience of the public, or jeopardizing the safety of persons or property, or causing justifiable public criticism. 1.13. EquipmentlAccess Revenue. Licensor acknowledges that Licensee is providing the initial EVSE to the site as part of a no-cost pilot program and Licensee intends to collect revenues from the EVSE. As Municipal License Agreement Page 3 094 QQ part of the consideration for this Agreement, Licensee shall submit payment to Licensor in an amount equal to fifty percent(50%)of such revenues from the EVSE which are earned or collected during the term of this Agreement. Said payment shall be submitted to Licensor on or before the date which is thirty(30)days from the date of collection. 1.14. Expense. Except as provided in § 1.11, any cost, expense or liability connected with or in any manner incident to the granting, exercise, enjoyment, or relinquishment of this License will be assumed and paid or discharged by the Licensee. Such costs shall include, but shall not be limited to, costs to install or remove the EVSE, costs to install electricity or other power supplies to serve and operate the EVSE, and costs to keep the EVSE free of graffiti and debris. 1.15. Assignment. Licensee may not assign this License nor sub-license all or any portion of the Licensee's right to use and occupy the Licensed Premises, and any purported assignment or sub-license by Licensee is void. This License does not confer on or convey to Licensee any possessory interest in the Licensed Premises, any right to exclusive possession or occupancy of the Licensed Premises, or any right of quiet enjoyment. The privileges granted to Licensee by this Agreement are personal to Licensee and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express and written consent of Licensor. 1.16. Responsibility for Others. Licensee will be responsible for the conduct and discipline of its employees, contractors, subcontractors, invitees, licensees, and other persons entering upon or using the Licensed Premises pursuant to this Agreement. 1.17. Subordination. This Agreement and the License granted herein is subject and subordinate to the terms of all ground leases, superior leases, mortgages, deeds of trust, other security instruments, and any other prior rights and matters of record now or hereafter affecting Licensor's interest in Licensed Premises. 2. Term of License. The License and rights granted by this Agreement will become effective as of , 2012 (the "Commencement Date') and unless otherwise agreed in a writing signed by both Parties, will automatically expire and terminate as of April 30,2013 ("Expiration Date'). 3. Consideration for License. As consideration for the License and the use of electricity used for the charging of EVs using EVSEs located on the Licensed Premises, Licensee agrees to pay the sum of $1.00 upon execution of this Agreement. In addition, Licensee will provide Licensor reports and other information relating to the License and the use of the EVSEs, including data collected from or relating to the use of EVSE's on the Licensed Premises, provided, however, that Licensee will not be required to and will not provide to Licensor any information that is proprietary or confidential. As further consideration, Licensee will provide to Licensor at no cost Level II "Blink" EV chargers on or before execution of this Agreement. In addition, Licensee shall be responsible for the electric line extension, metering, internet connection or wireless communication to the EVSEs. Licensee shall be responsible for the cost of said installations in addition to the amounts to be contributed by Licensee under Section 1.11 of this Agreement. 4. Surrender; Removal of the EVSE. On the expiration or any earlier termination of this Agreement, Licensee shall vacate the Licensed Premises and surrender possession of the Licensed Properties to Licensor. 1.1. Licensor's Option to Retain the EVSE upon Expiration of the Term. Upon the expiration of the Term, Licensor, in its sole and absolute discretion, may elect to retain the EVSE. Licensor shall notify Licensee in writing delivered to Licensee not less than thirty (30) days prior to the expiration of this Agreement, whether Licensor desires to retain the EVSE on some or all of the Licensed Premises. If Licensor fails to deliver such written notice within such thirty (30) day period, Licensor will be deemed to have elected to retain the EVSE at the Licensed Premises. If Licensor elects to retain the EVSE installed at some or all of the Licensed Premises, Licensor shall become entitled to acquire from Licensee all rights, title, and interest in and to such EVSE at no additional Municipal License Agreement Page 4 `� cost, and Licensee agrees to execute and deliver to Licensor such documents as Licensor may reasonably request to evidence the transfer of title. 4.2. Removal of the EVSE by Licensee upon Expiration of the Term. If Licensor elects not to retain the EVSE at the Properties, Licensee shall remove (at Licensee's sole cost and expense) any or all of the EVSE, and must restore the Licensed Premises to a safe and reasonable condition, as more specifically described in § 4.4 hereof. Should the Licensor elect to continue ECOtality Blink Network and EVSE support, following the Term or earlier termination thereof, such additional services shall be subject to a new written agreement to be entered into between the Parties. 4.3. Removal of the EVSE by Licensor. If Licensor timely notifies Licensee of Licensor's election to have Licensee remove the EVSE from the Licensed Premises, Licensee will promptly remove the EVSE and restore the condition of Licensed Premises as provided in §4.4. 4.4. Restoration. Upon expiration or termination of the License and removal of the EVSE Licensee will, at Licensee's sole expense and to Licensor's satisfaction, restore the affected portions of the Licensed Premises (surface and subsurface) to a safe condition, with the electricity to the Charger installation locations capped, the breakers turned off, and the Charger anchor/mounting bolts cut flush/removed. 2. Termination. . 2.1. Without Cause. This Agreement may be terminated by Licensee in writing to the Licensor, without cause, at any time and for any reason, including the termination of the EV Project or a reduction in EV Project funding, whereupon the Parties shall be fully released from their respective duties, rights, obligations and liabilities under this Agreement except as provided below. 2.2. With Cause. This Agreement may be terminated in writing by either party for cause if either party violates any term of this Agreement and fails to cure the same within ten (10) days of receiving written notice of such default. Upon such termination of this Agreement for cause, as its sole and exclusive remedy, Licensee shall have the right, but not the obligation, to disable or remove (at its sole cost and expense) any or all of the EVSE installed at the Location and terminate services to Licensor's. In the event that Licensee does not elect to remove the EVSE within thirty (30) days following such termination, the EVSE shall be deemed abandoned by Licensee and Licensor shall possess all rights, title and interest in and to the same. 3. Use of the EVSE by Licensor. 3.1. Software License. During the term of this Agreement, Licensee grants to the Licensor a non-exclusive and non-transferable license, to use Licensee's software in the form in which it is embedded in the EVSE on the delivery date for use in conjunction with other parts of the EVSE on the condition that the EVSE shall be used for its intended purpose only. Nothing contained in this Section shall be construed as an assignment or transfer of any copyright, design right or other intellectual property rights in such software, all of which rights are owned by the Licensee. 3.2. Limitation of Licensee's Liability. Licensee makes no warranty or representation, expressed, implied, oral or statutory, to the Licensor or any third party, with respect to the Software or the EVSE, including, without limitation, any warranty, condition or representation: (a) of merchantability, fitness for a particular purpose, satisfactory quality, or arising from a course of dealing, usage, or trade practice; (b) that the products will be free from infringement or violation of any rights, including intellectual property rights of third parties; or (c) that the operation of any software supplied will be uninterrupted or error free. 4. Indemnification. Licensee shall indemnify, defend, save and hold harmless the Licensor and its officers, officials, agents, and employees from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as "Claims") for bodily injury or Municipal License Agreement Page 5 098 personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Licensee or any of its owners, officers, directors, agents, employees or contractors, arising out of or related to Licensee's occupancy and use of the Licensed Premises. It is the specific intention of the Parties that the Licensor shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Licensor, be indemnified by Licensee from and against any and all claims. It is agreed that Licensee will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration for the use and occupancy of the Licensed Premises, the Licensee agrees to waive all rights of subrogation against the Licensor, its officers, officials, agents and employees for losses arising from the use, occupancy.or condition of the Licensed Premises. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY CLAIMS FOR DAMAGES BY EITHER PARTY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ACTUAL RECOVERIES UNDER SUCH PARTY'S INSURANCE POLICIES. 5. Insurance Requirements. Licensee shall procure and maintain for the duration of the License, insurance against claims for injury to persons or damage to property which may arise from or in connection with the License. The insurance requirements herein are minimum requirements for the License and in no way limit the indemnity covenants contained in this Agreement. Licensee in no way warrants that the minimum limits contained herein are sufficient to protect the Licensor from liabilities that might arise out of the License. Licensor is free to purchase such additional insurance as Licensee determines necessary. 5.1. Minimum Scope and Limits of Insurance: Licensee shall provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a"following form" basis. 5.1.1. Commercial General Liability—Occurrence Form Policy shall include bodily injury, property damage and broad form contractual liability coverage • General Aggregate $2,000,000 • Products—Completed Operations Aggregate $1,000,000 • Personal and Advertising Injury $1,000,000 • Each Occurrence $1,000,000 Fire Damage (Damage to Rented Premises) $100,000 The policy shall be endorsed to include the following additional insured language: "The Licensor shall be named as an additional insured with respect to liability arising out of the use and/or occupancy of the property subject to this License." 5.1.2. Additional Insurance Requirements. The policies shall include, or be endorsed to include, the following provisions: a. On insurance policies where the Licensor is named as an additional insured, the Licensor shall be an additional insured to the full limits of liability purchased by the Licensee even if those limits of liability are in excess of those required by this Agreement. b. The Licensee's insurance coverage shall be primary insurance and non- contributory with respect to all other available sources. 5.1.3. Notice of Cancellation. For each insurance policy required by the insurance provisions of this Agreement, the Licensee must provide to the Licensor, within 2 business days of receipt, a notice if a policy is suspended, voided or cancelled for any reason. 5.1.4. Acceptability of insurers. Insurance is to be placed with insurers duly licensed or authorized to do business in the state and with an "A.M. Best" rating of not Municipal License Agreement _ Page 6 097 less than B+ VI. The Licensor in no way warrants that the above-required minimum insurer rating is sufficient to protect the Licensee from potential insurer insolvency. 5.1.5. Verification of Coverage. Licensee shall furnish the Licensor with certificates of insurance (ACORD form or equivalent approved by the Licensor) as required by this Agreement. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and any required endorsements are to be received and approved by the Licensor before the License commences. Each insurance policy required by this Lease must be in effect at or prior to commencement of this License and remain in effect for the duration of the License. Failure to maintain the insurance policies as required by this License or to provide evidence of renewal is a material breach of contract. [COMMENT — PLEASE BE SURE TO CHECK THESE INSURANCE PROVISIONS AND LIMITS WITH THE CITY'S INSURANCE PROVIDER.] 6. Notices. All notices or other communications required or permitted to be provided pursuant to this License must be in writing and may be hand delivered, sent by United States Mail, postage prepaid, or delivered by a nationally recognized courier service. Any notice will be deemed to have been given when delivered if hand delivered, when received if sent by courier, or forty-eight (48) hours following deposit in the United States Mail. Notices shall be addressed as follows: To Licensee: Company: Attn: Title: Address: City, State, Zip: Fax Number: To Licensor: Electric Transportation Engineering Corporation dba ECOtality North America Attn: Legal Department Address 430S. 2 ad Avenue City, State, Zip: Phoenix, AZ 85003-2418 Fax Number: 602-443-9007 7. Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. 8. Entire Agreement. This Agreement and the exhibits and schedules referenced or attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. This Agreement is not Municipal License Agreement Page 7 098 AQ intended to confer upon any Person other than the Parties hereto any rights or remedies hereunder. 9. Severability. If any terms or other provision of this Agreement or the schedules or exhibits hereto shall be determined by a court, administrative agency or arbitrator to be invalid, illegal or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, this Agreement shall be construed as if not containing the particular invalid, illegal or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent permitted under applicable law. 10. Information. Subject to applicable law and privileges, each Party hereto covenants with and agrees to provide to the other Party all information regarding itself and transactions under this Agreement that the other Party reasonably believes is required to comply with all applicable federal, state, county and local laws, ordinances, regulations and codes. 11. Further Agreements. The Parties shall execute or cause their applicable affiliates to execute such additional agreements between the Parties and/or their respective affiliates as may be reasonably necessary to effectuate the intent of this Agreement. 12. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement may be amended at any time by mutual consent of Licensor and Licensee, evidenced by an instrument in writing signed on behalf of each of the Parties. 13. Amendment and Modification. This Agreement may be amended, modified or supplemented only by a written agreement signed by all of the Parties hereto. 14. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. 15. Authority. Each of the Parties represent to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b)the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement and (d)this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles. 16. Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any third party, including any creditor of any Person. No such third party shall obtain any right under any provision of this Agreement or shall by reasons of any such provision make any claim in respect of any liability (or otherwise) against either Party hereto. Notwithstanding the foregoing, it is understood that the Licensee's rights hereunder shall inure to the benefit of Licensee's affiliates and their officers, directors and employees. 17. Default; Remedies. The actual or prospective failure of either party to satisfy any material obligation under this Agreement, and the breach of any material representation or warranty stated in this agreement, will be an event of default. If a party's default continues without cure for thirty(30)days after delivery of a written notice of default in the manner provided in Section 9, the other party will be entitled to terminate this Agreement for cause, and to all other remedies Municipal License Agreement Page 8 099 99 available at law or in equity, including damages and specific performance. The rights and remedies set forth in this agreement are not intended to be exhaustive and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently exist in law or equity or by statute or otherwise. Failure or delay by the Licensor to exercise any right, power or privilege will not be deemed a waiver thereof. 18. Attorney's Fees. If a suit, action, arbitration or other proceeding of any nature whatsoever is instituted in connection with any controversy arising out of this Agreement or to interpret or enforce any rights under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred. 19. Confidentiality and Data Security. Personal identifying information, financial account information, or restricted Licensor information, whether electronic format or hard copy, must be secured and protected at all times to avoid unauthorized access. At a minimum, Licensee must encrypt and/or password-protect electronic files. This includes data saved to laptop computers, computerized devices or removable storage devices. When personal identifying information, financial account information, or restricted Licensor information, regardless of its format, is no longer necessary, the information must be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed, or reconstructed. In the event that data collected or obtained by the Licensee in connection with this Agreement is believed to have been compromised, Licensee shall notify the Licensor immediately. Licensee agrees to reimburse the Licensor for any costs incurred by the Licensor to investigate potential breaches of this data and, where applicable, the cost of notifying individuals who may be impacted by the breach. Licensee agrees that the requirements of this Section shall be incorporated into all subcontractor/subconsultant agreements entered into by the Licensee. It is further agreed that a violation of this Section shall be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this Section may result in immediate termination of this Agreement without notice. The obligations of Licensee under this Section shall survive the termination of this Agreement. 20. Data Collection for DOE Grant Purposes. During the Term of this Agreement Licensor will allow Licensee reasonable access to the EVSE, the Licensed Premises, and existing sources of electrical energy as reasonably necessary to enable Licensee to collect and transmit data regarding public use of the EVSE as may be required by the DOE Grant. 21. Miscellaneous. Time is of the essence with respect to the performance of every provision of this Agreement in which time of performance is a factor. Except as expressly provided herein to the contrary, when a Party is required to do something by this Agreement, it shall do so at its sole cost and expense without right of reimbursement from the other Party. Whenever one Party's consent or approval is required to be given as a condition to the other Party's right to take any action pursuant to this Agreement, unless another standard is expressly set forth, such consent or approval shall not be unreasonably withheld, conditioned or delayed. 22. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. Municipal License Agreement Page 9 100 IN AGREEMENT, each of the Parties hereto has caused this Agreement to be duly executed as of the day and year first set forth above. LICENSOR: LICENSEE: a municipal corporation Electric Transportation Engineering Corporation dba ECOtality North America By: By: Name: Name: Title: Title: Date: Date: Mmicipal License Agreement Page 10 EXHIBIT A: Description of Licensor's Properties NOTE: This Exhibit A may be amended from time to time to add or delete properties Location No. Property Address Assessor's Parcel No. Municipal License Agreement Page 11 102 EXHIBIT B: Description and/or Depiction of Licensed Premises Location No. 1 [Insert metes and bounds or other narrative description, size, etc.] See diagram attached as Exhibit B-1 Location No. 2 [Insert metes and bounds or other narrative description, size, etc.] See diagram attached as Exhibit B-1 Municipal License Agreement Page 12 103 DCFC LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "Agreement") is made effective as of 2012, between the City of Azusa, a municipal corporation (the "Licensor"), and Electric Transportation Engineering Corporation, dba ECOtality North America, an Arizona corporation, and its successors and assigns ("Licensee') (collectively the "Parties"). RECITALS: A. The Licensor is the fee owner of certain real properties more particularly described on the attached Exhibit A (collectively "Licensor's Properties"), specific portions of which will be licensed to Licensee pursuant to this Agreement which licensed portions are described and depicted on the attached Exhibit B (collectively the "Licensed Premises"). &. Licensee is the owner of the DCFC EVSE and Software (collectively the "EVSE"). C. For the use of EVs to expand drivers of EVs will require access to sufficient publicly available Electric Vehicle Supply Equipment ("EVSE") stations exist to provide for convenient re-charging of EVs in locations remote from the drivers' homes. D. Licensor has a commitment to resource conservation and wants to be an active participant in energy conservation, energy efficiency and environmental preservation. E. Licensee desires to obtain from Licensor certain rights over, under and across Licensor's Property for the purpose of installing, maintaining, operating and removing the EVSE to facilitate Licensee's implementation of the DOE Grant. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. The License. Licensor hereby grants to Licensee a revocable license to use and occupy the Licensed Premises (the "License"), on the terms and conditions stated in this Agreement, to install, maintain, and operate the EVSE. 1.1. Limited, Nonexclusive Rights. This License is a revocable, nonexclusive, and non- possessory authorization for Licensee to enter upon and use the Licensed Premises solely for the purposes described in § 1.3 on the terms and conditions stated herein. This License is not intended to create or convey to Licensee an interest in real property, and may not be recorded without Licensor's prior written permission. , 1.2. Rights of Others. Licensee agrees to obtain, at its sole expense, such other licenses, permits, consents and agreements as may be required to address the rights of others by other appropriate agreements, easements, privileges or other rights, whether recorded or unrecorded, and shall make its own arrangements with holders of such prior rights. 1.3. Scope of License; Permitted Uses. During the term of this Agreement Licensee shall have reasonable access to the Licensed Premises for the purpose of installing, maintaining, using, operating, repairing, and removing the EVSE. 1.4. Condition of Premises. Licensee agrees to accept the Licensed Premises "As Is," without warranty of any kind, express or implied. Licensee acknowledges that Licensor is not obligated to construct or install any improvements or facilities of any kind on the Licensed Premises. Licensee must use commercially reasonable efforts to maintain the Licensed Premises and any EVSE installed on the Licensed Premises in a condition satisfactory to the Licensor, including the removal from the License Agreement(DCFq Page 1 104 EVSE and from any areas that are inaccessible to Licensor of graffiti and other unsightly, dangerous or offensive conditions and must not cause or permit any generation of hazardous waste. During the term of this Agreement Licensor will cooperate with Licensee to implement appropriate, mutually agreed upon procedures to assure that the Licensed Premises are maintained in a condition that is satisfactory to both Licensor and Licensee. 1.5. Condition of Licensee's EVSE. During the term of this Agreement Licensee must maintain the EVSE in a reasonable, safe and operable condition at all times when the EVSE is installed on Licensor's Property. Licensor will have no right or responsibility to repair, maintain, or operate the EVSE. Licensor will cooperate with Licensee to implement appropriate, mutually agreed upon measures to assure that the EVSE is maintained in operable condition and that if the EVSE is damaged or becomes inoperable that Licensee is promptly notified. Licensee will repair or replace, at Licensee's option and at Licensee's sole expense, the EVSE or parts or components thereof as Licensee deems necessary and appropriate. 1.6. Environmental Hazards. Licensees agrees not to use or store, or permit to be used stored, on the Licensed Premises, gasoline or petroleum products, hazardous or toxic substances or inflammable materials, herbicides, pesticides, fungicides, algaecides. Licensee may not engage in the production, location, transportation, storage, treatment, discharge, disposal, or release upon or under the Licensed Premises of any substance regulated under any local, state or federal environmental protection law or regulation. 1.7. Compliance with Laws. In the exercise of any privilege granted by this License, Licensee must comply with all applicable State, municipal and local laws, and the rules, orders, regulations and other legal requirements, including laws and regulations relating to occupational safety and health and environmental protection, and all orders, writs, judgments, injunctions, decrees or awards of any court or governmental authority with jurisdiction over Licensee or the Licensed Premises. Licensee must obtain promptly and maintain in effect throughout the term of the License all licenses, permits, authorizations, registrations, rights and franchises necessary to conduct the actions required or permitted by the License. Furthermore, Licensee will not encourage or permit any use in or upon the Licensed Premises, or any part thereof, in violation of any applicable laws, statutes, rules or regulations of any federal, state or local authority. 1.8. Compliance with Licensor Requirements. Any use made of the Licensed Premises pursuant to this License, and any construction, maintenance, repair, or other work performed thereon by the Licensee, including the installation and removal of any article or thing, shall be accomplished in a manner satisfactory to the Licensor. 1.9. Alterations; Damage; Restoration. No alterations may be made by Licensee to the Licensed Premises without first obtaining the prior written consent of Licensor and, if applicable, any other person or entity having an interest in or right to use or occupy the Licensed Premises. Licensee will bear the costs and expenses, associated with performing any such alterations, including, without limitation, costs of construction and any increased operating costs resulting from such alterations. Except as may be otherwise provided in this Agreement, Licensee may not alter, destroy, displace or damage any of Licensed Premises or any neighboring property in the exercise of the privileges granted by this Agreement without the prior written consent of Licensor and any other affected landowner, and the express agreement of Licensee promptly to replace, return, repair and restore any License Agreement(DCFQ Page 2 - 105 such property to a condition satisfactory to Licensor and any other affected landowner upon demand, and at Licensee's sole cost and expense. 1.10. Operation and use of EVSE. Licensee must confine activities on the Licensed Premises strictly to those necessary for the enjoyment of the privilege hereby licensed, and must refrain from marring or impairing the appearance of the Licensed Premises, obstructing access thereto, interfering with the transaction of Licensor's business and the convenience of the public, or jeopardizing the safety of persons or property, or causing justifiable public criticism. 2. Term of License. The License and rights granted by this Agreement are effective for five (5) years and will become effective as of the date last signed below (the "Commencement Date") and shall automatically renew thereafter for successive one (1) year periods, unless Licensor gives Licensee written notice of termination ninety (90) but not more than one hundred fifty(150) days prior to the expiration of the then existing term. 3. Consideration for License. As consideration for the License, Licensee agrees to pay the sum of $1.00 upon execution of this Agreement. In addition, Licensee will provide Licensor reports and other information relating to the License and the use of the EVSEs, including data collected from or relating to the use of EVSE's on the Licensed Premises, provided, however, that Licensee will not be required to and will not provide to Licensor any information that is proprietary or confidential. 4. Removal of the EVSE. On the expiration or any earlier termination of this Agreement, Licensee shall vacate the Licensed Premises. 4.1. Removal of the EVSE by Licensee upon Expiration of the Term. Licensee shall remove (at Licensee's sole cost and expense) all of.the EVSE, and must restore the Licensed Premises to a safe and reasonable condition, as more specifically described in § 4.2 hereof. 4.2. Restoration. Upon expiration or termination of the License and removal of the EVSE Licensee will, at Licensee's sole expense and to Licensor's satisfaction, restore the affected portions of the Licensed Premises (surface and subsurface) to a safe condition, with the electricity to the Charger installation locations capped, the breakers turned off, and the Charger anchor/mounting bolts cut flush/removed. 5. Ownership. Title to and ownership of the EVSE will be retained by ECOtality through the Term of this Agreement. The software associated with and that operates the EVSE is exclusively owned by ECOtality. All of the information, content, services and software displayed on, transmitted through, or used in connection with the use and operation of the EVSE, including, but not limited to advertising, text, photographs, images, illustrations, video, html, source and object code, software, data, Internet account access, and the like (collectively, the "Content") is owned by ECOtality and its affiliates, licensors, or suppliers. The "Content" is protected by copyright, trademark, and other intellectual property laws of the United States of America. 6. Media Content. The Parties acknowledge and agree that ECOtality shall have control over the solicitation, contracting, and distribution of any and all Media Content, including but not limited to, any Media Content data transmitted to or from the EVSE and displayed using the EVSE. The Parties will work together in a good faith effort to resolve any objections that the Licensor may have with the subject matter, time of display, and format of Media Content. ECOtality will take reasonable efforts to avoid distributing Media Content which conflicts with Licensor media and advertising at a particular Site. ECOtality shall remove conflicting Media Content within a reasonable period of time upon written notification by Licensor. License Agreement(DCFC) Page 3 1010 l 7. Termination. 7.1 Without Cause. This Agreement may be terminated by Licensee in writing to the Licensor, without cause, at any time and for any reason, whereupon the Parties shall be fully released from their respective duties, rights, obligations and liabilities under this Agreement except as provided below. 7.2 With Cause. This Agreement may be terminated in writing by either party for cause if either party violates any term of this Agreement and fails to cure the same within thirty (30) days of receiving written notice of such default. 8. Indemnification. Licensee shall indemnify, defend, save.and hold harmless the Licensor and its officers, officials, agents, and employees from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as "Claims") for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Licensee or any of its owners, officers, directors, agents, employees or contractors, arising out of or related to Licensee's occupancy and use of the Licensed Premises. It is the specific intention of the Parties that the Licensor shall, in all instances, except for Claims arising solely from the negligent or willful acts or ,omissions of the Licensor, be indemnified by Licensee from and against any and all claims. It is agreed that Licensee will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration for the use and occupancy of the Licensed Premises, the Licensee agrees to waive all rights of subrogation against the Licensor, its officers, officials, agents and employees for losses arising from the use, occupancy or condition of the Licensed Premises. 9. LIMITATION OF LICENSEE'S LIABILITY. LICENSEE MAKES NO WARRANTY OR REPRESENTATION, EXPRESSED, IMPLIED, ORAL OR STATUTORY, TO THE LICENSOR OR ANY THIRD PARTY, WITH RESPECT TO THE SOFTWARE OR THE EVSE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY, CONDITION OR REPRESENTATION: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE; (B) THAT THE PRODUCTS WILL BE FREE FROM INFRINGEMENT OR VIOLATION OF ANY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; OR (C) THAT THE OPERATION OF ANY SOFTWARE SUPPLIED WILL BE UNINTERRUPTED OR ERROR FREE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY CLAIMS FOR DAMAGES BY EITHER PARTY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ACTUAL RECOVERIES UNDER SUCH PARTY'S INSURANCE POLICIES. 10. Insurance Requirements. Licensee shall procure and maintain a commercial liability policy and/or umbrella policy with coverage of ten million dollars ($10,000,000)for the duration of the License. License Agreement(DCFC) Page 4 107 11. Notices. All notices or other communications required or permitted to be provided pursuant to this License must be in writing and may be hand delivered, sent by United States Mail, postage prepaid, or delivered by a nationally recognized courier service. Any notice will be deemed to have been given when delivered if hand delivered, when received if sent by courier, or forty-eight (48) hours following deposit in the United States Mail. Notices shall be addressed as follows: To Licensee: Company: Attn: Title: Address: Fax Number: To Licensor: Electric Transportation Engineering Corporation dba ECOtality North America Attn: Legal Department Address: 430S. 2"d Avenue Phoenix, AZ 85003-2418 Fax Number: 602-443-9007 12. Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. 13. Entire Agreement. This Agreement and the exhibits and schedules referenced or attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any Person other than the Parties hereto any rights or remedies hereunder. 14. Severability. If any terms or other provision of this Agreement or the schedules or exhibits hereto shall be determined by a court, administrative agency or arbitrator to be invalid, illegal or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, this Agreement shall be construed as if not containing the particular invalid, illegal or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as License Agreement(DCFC) Page 5 possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent permitted under applicable law. 15. Information. Subject to applicable law and privileges, each Party hereto covenants with and agrees to provide to the other Party all information regarding itself and transactions under this Agreement that the other Party reasonably believes is required to comply with all applicable federal, state, county and local laws, ordinances, regulations and codes. 16. Further Agreements. The Parties shall execute or cause their applicable affiliates to execute such additional agreements between the Parties and/or their respective affiliates as may be reasonably necessary to effectuate the intent of this Agreement. 17. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement may be amended at any time by mutual consent of Licensor and Licensee, evidenced by an instrument in writing signed on behalf of each of the Parties. 18. Amendment and Modification. This Agreement may be amended, modified or supplemented only by a written agreement signed by all of the Parties hereto. 19. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. 20. Authority. Each of the Parties represent to the other Party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement and (d) this Agreement is its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles. 21. Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any third party, including any creditor of any Person. No such third party shall obtain any right under any provision of this Agreement or shall by reasons of any such provision make any claim in respect of any liability (or otherwise) against either Party hereto. Notwithstanding the foregoing, it is understood that the Licensee's rights hereunder shall inure to the benefit of Licensee's affiliates and their officers, directors and employees. 22. Default; Remedies. The actual or prospective failure of either party to satisfy any material obligation under this Agreement, and the breach of any material representation or warranty stated in this agreement, will be an event of default. If a party's default continues without cure for thirty (30) days after delivery of a written notice of default in the manner provided in Section 9, the other party will be entitled to terminate this Agreement for cause, and to all other remedies available at law or in equity, including damages and specific performance. The rights and remedies set forth in this agreement are not intended to be exhaustive and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently exist in law or License Agreement(DCFQ Page 6 �� equity or by statute or otherwise. Failure or delay by the Licensor to exercise any right, power or privilege will not be deemed a waiver thereof. 23. Confidentiality and Data Security. Personal identifying information, financial account information, or restricted Licensor information, whether electronic format or hard copy, must be secured and protected at all times to avoid unauthorized access. When personal identifying information, financial account information, or restricted Licensor information, regardless of its format, is no longer necessary, the information must be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed, or reconstructed. In the event that data collected or obtained by the Licensee in connection with this Agreement is believed to have been compromised, Licensee shall notify the Licensor immediately. Licensee agrees to reimburse the Licensor for any costs incurred by the Licensor to investigate potential breaches of this data and, where applicable, the cost of notifying individuals who may be impacted by the breach. 24. Data Collection. During the Term of this Agreement Licensor will allow Licensee reasonable access to the EVSE, the Licensed Premises, and existing sources of electrical energy as reasonably necessary to enable Licensee to collect and transmit data regarding public use of the EVSE as may be required. 25. Miscellaneous. Time is of the essence with respect to the performance of every provision of this Agreement in which time of performance is a factor. Except as expressly provided herein to the contrary, when a Party is required to do something by this Agreement, it shall do so at its sole cost and expense without right of reimbursement from the other Party. Whenever one Party's consent or approval is required to be given as a condition to the other Party's right to take any action pursuant to this Agreement, unless another standard is expressly set forth, such consent or approval shall not be unreasonably withheld, conditioned or delayed. 26. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same agreement. IN AGREEMENT, each of the Parties hereto has caused this Agreement to be duly executed as of the day and year first set forth above. LICENSOR: LICENSEE: City of Azusa, CA Electric Transportation Engineering Corporation dba ECOtality North America By: By. Name: Name: Title: Title: Date: Date: License Agreement(DCFC( Page 7 110 XHIBIT A: Description of Licensor's Properties NOTE: This Exhibit A may be amended from time to time to add or delete properties Location No. Property Address Assessor's Parcel No. License Agreement(OCFC) Page 8 11- . EXHIBIT B: Description and/or Depiction of Licensed Premises Location No. 1 [Insert metes and bounds or other narrative description, size, etc.] See diagram attached as Exhibit B-1 License Agreement(DCFQ Page 9 112 i i e� AGk5A INFORMATIONAL ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: JUNE 25, 2012 SUBJECT: RESULTS OF SMART GRID COST/BENEFIT STUDY BACKGROUND In March 2012, the Azusa Utility Board authorized the utility to enter into a "no cost' Letter of Intent with a consulting company named SAIC, for the purpose of identifying the cost and benefits of a potential smart grid project implementation by Azusa Light & Water. During the past 60 days, staff worked closely with representatives from SAIC to examine areas of utility business operations where savings can be realized from implementing a smart grid project using advanced utility meters. The examination consisted of understanding the current _ business processes of the utility, the organizational impacts in implementing a smart grid project and the projected costs and benefits of a smart grid project. FINDINGS Overall, based on data compiled following multiple on-site meetings, SAIC concluded that significant improvements in utility operations can be achieved through the installation of smart grid infrastructure involving the use of smart meters, a local communications system, a meter data management system and a remotely hosted network operations center. Through a smart grid improvement project, the utility should realize relatively hard annual savings (benefits) exceeding $2 million to offset an upfront capital cost of about $13 million. The payback period of such a project would be between 5 to 7 years. SMART GRID BENEFITS The installation of smart grid infrastructure (2-way meter communication devices and a corresponding communications network) can provide significant benefits to the utility and to customers. 121 Smart Grid Report June 25, 2012 Page 2 On the utility side, potential benefits include improved meter and meter reading accuracy, remote disconnect, efficient response to high bill complaints, improved outage response, ability to predict system problems due to availability of real-time customer voltage information, transformer load management, water main leak detection, demand-side management opportunities, theft detection, and geographical information system mapping of the distribution network. For customers, potential benefits include more accurate bills, immediate service turn-on and turn-off, access to real-time usage information in useful formats, ability to pre-pay for electricity thus avoiding need for deposits and payment of late charge and/or tum-on fees, improved electric reliability and outage response, quicker response to high bill complaints, and potential ability to manage/control in-home electrical devices. NEXT STEPS In view of the cost and benefits from this exercise, Azusa Light & Water has an important strategic decision as to how and when to move forward with smart grid improvements. The electric utility industry (and water systems to a lesser extent) is undergoing a sea of change involving the availability and use of grid and customer information to operate a much more intelligent and smarter business enterprise. The ability to capture and analyze real time information on utility demands, power quality and network elements (as well as the ability to remotely control various customer and grid elements efficiently) will provide dramatic improvements in electric utility operations and customer satisfaction. This is rapidly happening now in California and the United States. Staff believes it is important to move forward with some urgency to implement a smart grid program. It does not appear to be cost effective (or even technically feasible) for smaller utilities such as Azusa to install and manage a smart grid project. Recognizing this fact, there are a number of vendors who are willing to implement a smart grid project on a turn-key basis to include installing and financing the network improvements. They will also. provide meter data management and system operations services to enable a fully functional smart grid application with the benefits described earlier in this report. As a result, staff plans to develop and issue a Request for Proposals on a"turn key" smart grid project. Prepared by: Federico Langit, Jr. —Assistant Director, Electric Operations George F. Morrow—Director of Utilities 122 A,TS UA U4M1 t WA,It INFORMATION ITEM TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD FROM: GEORGE F. MORROW, DIRECTOR OF UTILITIES DATE: JUNE 25, 2012 (g SUBJECT: ANNUAL ADJUSTMENT OF REPLACEMENT WATER COST ADJUSTMENT FACTOR AND TEMPORARY LEASING OF EXCESS WATER RIGHTS Water rates for the Azusa Water Utility may include an annual adjustment factor called the "Replacement Water Cost Adjustment Factor (RWCAF)." This rate mechanism was implemented following the severe drought that occurred around 1990 to provide funds to purchase replacement water. 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 Watermaster, for Fiscal Year 2011- 2012, set the Operating Safe Yield (OSY) of the Main San Gabriel Basin at 210,000 acre-feet. Due to a continuing temporary suspension of Watermaster Rule 27, the City of Azusa is able to purchase Replacement Water at $130 per Acre Foot resulting in excess Water Rights for the City of Azusa which may be leased to other water producers at approximately $450 per acre foot. Because the leasing of excess water rights will offset the cost of the purchase of lower priced Replacement Water, the RWCAF for Fiscal Year 2011-2012 will again be $0.00 as it was in Fiscal year 2010-2011. 123 RWCAF& Lease of Excess Water Rights June 25,2012 Page 2 Again, the OSY, as established by the Main San Gabriel Basin Watermaster for Fiscal Year 2011-2012, is 210,000 acre-feet, up from 170,000 acre-feet set in FY 2010-2011. For your information, at its May, 2012 meeting, Watermaster has set the OSY for FY 2012-2013 at 200,000 acre-feet in keeping with the dry weather conditions in the Sierras,.a reduction from the 2011-2012 OSY of 210,000 acre-feet. In conformance with Resolution No. 09-C69 approved by the Utility Board/ City Council at its July 27, 2009 meeting, all Production Leasing Agreements finalized June 30, 2012 will "be brought before the Utility Board/ City Council for consideration and possible ratification" at its July 23, 2012 Regular Meeting. Prepared by: Chet Anderson, Assistant Director- Water Operations 124