2011 MAR 01 - CC PACKETAGENDA
EL SEGUNDO CITY COUNCIL
COUNCIL CHAMBERS - 350 Main Street
The City Council, with certain statutory exceptions, can only take action upon properly posted and listed
agenda items. Any writings or documents given to a majority of the City Council regarding any matter on
this agenda that the City received after issuing the agenda packet are available for public inspection in
the City Clerk's office during normal business hours. Such Documents may also be posted on the City's
website at www.elsegundo.org and additional copies will be available at the City Council meeting.
Unless otherwise noted in the Agenda, the Public can only comment on City - related business that is
within the jurisdiction of the City Council and /or items listed on the Agenda during the Public
Communications portions of the Meeting. Additionally, the Public can comment on any Public Hearing
item on the Agenda during the Public Hearing portion of such item. The time limit for comments is five (5)
minutes per person.
Before speaking to the City Council, please come to the podium and state: Your name and residence
and the organization you represent, if desired. Please respect the time limits.
Members of the Public may place items on the Agenda by submitting a Written Request to the City Clerk
or City Manager's Office at least six days prior to the City Council Meeting (by 2:00 p.m. the prior
Tuesday). The request must include a brief general description of the business to be transacted or
discussed at the meeting. Playing of video tapes or use of visual aids may be permitted during meetings if
they are submitted to the City Clerk two (2) working days prior to the meeting and they do not exceed five
(5) minutes in length.
In compliance with the Americans with Disabilities Act, if you need special assistance to
participate in this meeting, please contact City Clerk, 524 -2305. Notification 48 hours prior to the
meeting will enable the City to make reasonable arrangements to ensure accessibility to this
meeting.
REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL
TUESDAY, MARCH 1, 2011 — 5:00 P.M.
Next Resolution # 4715
Next Ordinance # 1459
5:00 P.M. SESSION
CALL TO ORDER
ROLL CALL
PUBLIC COMMUNICATION — (Related to City Business Only — 5 minute limit per
person, 30 minute limit total) Individuals who have received value of $50 or more to communicate
to the City Council on behalf of another, and employees speaking on behalf of their employer, must so
identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and
punishable by a fine of $250.
i
SPECIAL ORDER OF BUSINESS:
CLOSED SESSION:
The City Council may move into a closed session pursuant to applicable law, including
the Brown Act (Government Code Section §54960, et se q.) for the purposes of
conferring with the City's Real Property Negotiator; and /or conferring with the City
Attorney on potential and /or existing litigation; and /or discussing matters covered under
Government Code Section §54957 (Personnel); and /or conferring with the City's Labor
Negotiators; as follows:
CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION (Gov't Code
§54956.9(a) -1- matter
1. City of El Segundo vs. City of Los Angeles, et. al. LASC Case No. BS094279
CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION
Significant exposure to litigation pursuant to Government Code §54956.9(b): -0-
Initiation of litigation pursuant to Government Code §54956.9(c): -0- matter.
DISCUSSION OF PERSONNEL MATTERS (Gov't Code §54957): - 0- matter
APPOINTMENT OF PUBLIC EMPLOYEE (Gov't. Code § 54957) -1- matter
Position/Title: City Manager
CONFERENCE WITH CITY'S LABOR NEGOTIATOR (Gov't Code §54957.6): -1-
matters
City Negotiators /Representatives: Eric Middleton (Recruiting Consultant) and
Mark Hensley, City Attorney
Unrepresented Employee: City Manager Candidate
CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Gov't Code §54956.8): -0-
matters
2
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AGENDA
EL SEGUNDO CITY COUNCIL
COUNCIL CHAMBERS - 350 Main Street
The City Council, with certain statutory exceptions, can only take action upon properly posted and listed
agenda items. Any writings or documents given to a majority of the City Council regarding any matter on
this agenda that the City received after issuing the agenda packet, are available for public inspection in
the City Clerk's office during normal business hours. Such Documents may also be posted on the City's
website at www.elsegundo.org and additional copies will be available at the City Council meeting.
Unless otherwise noted in the Agenda, the Public can only comment on City - related business that is
within the jurisdiction of the City Council and /or items listed on the Agenda during the Public
Communications portions of the Meeting. Additionally, the Public can comment on any Public Hearing
item on the Agenda during the Public Hearing portion of such item. The time limit for comments is five (5)
minutes per person.
Before speaking to the City Council, please come to the podium and state: Your name and residence
and the organization you represent, if desired. Please respect the time limits.
Members of the Public may place items on the Agenda by submitting a Written Request to the City Clerk
or City Manager's Office at least six days prior to the City Council Meeting (by 2:00 p.m. the prior
Tuesday). The request must include a brief general description of the business to be transacted or
discussed at the meeting. Playing of video tapes or use of visual aids may be permitted during meetings if
they are submitted to the City Clerk two (2) working days prior to the meeting and they do not exceed five
(5) minutes in length.
In compliance with the Americans with Disabilities Act, if you need special assistance to
participate in this meeting, please contact City Clerk, 524 -2305. Notification 48 hours prior to the
meeting will enable the City to make reasonable arrangements to ensure accessibility to this
meeting.
REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL
TUESDAY, MARCH 1, 2011 - 7:00 P.M.
Next Resolution # 4715
Next Ordinance # 1459
7:00 P.M. SESSION
CALL TO ORDER
INVOCATION — Father Robert Victoria, St. Anthony Catholic Church
PLEDGE OF ALLEGIANCE — Council Member Don Brann
03
PRESENTATIONS
a. Presentation from Denise DiPasquale, South Bay Workforce Investment Board.
b. Proclamation announcing March 12, 2011 as California Arbor Day.
ROLL CALL
PUBLIC COMMUNICATIONS — (Related to City Business Only — 5 minute limit per
person, 30 minute limit total) Individuals who have received value of $50 or more to communicate
to the City Council on behalf of another, and employees speaking on behalf of their employer, must so
identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and
punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow Council to
take action on any item not on the agenda. The Council will respond to comments after Public
Communications is closed.
A. PROCEDURAL MOTIONS
Consideration of a motion to read all ordinances and resolutions on the
Agenda by title only.
Recommendation — Approval.
B. SPECIAL ORDERS OF BUSINESS (PUBLIC HEARING)
C. UNFINISHED BUSINESS
D. REPORTS OF COMMITTEES, COMMISSIONS AND BOARDS
E. CONSENT AGENDA
All items listed are to be adopted by one motion without discussion and passed unanimously. If a call for
discussion of an item is made, the item(s) will be considered individually under the next heading of
business.
1. Warrant Numbers 2581077 to 2581263 on Register No. 10 in the total
amount of $805,270.36 and Wire Transfers from 2/04/11 through 2/17/11 in
the total amount of $2,425,269.42.
Recommendation — Approve Warrant Demand Registers and authorize staff to
release. Ratify Payroll and Employee Benefit checks; checks released early due
to contracts or agreement; emergency disbursements and /or adjustments; and
wire transfers.
4 04
2. Regular City Council Meeting Minutes of February 15, 2011, Special City
Council Meeting Minutes of February 19 and 21, 2011.
Recommendation — Approval.
3. Consideration and possible action to approve a Joint Powers Agreement
between the City of El Segundo and the Los Angeles Interagency
Metropolitan Police Apprehension Crime Task Force (LA IMPACT) and
authorize the City Manager to execute the JPA. (Fiscal Impact: None)
Recommendation — (1) Adopt a resolution approving the Los Angeles
Interagency Metropolitan Police Apprehension Crime Task Force Joint Powers
Agreement ( "LA IMPACT JPA") and authorize the City's membership in the LA
IMPACT Authority; (2) Authorize the City Manager to execute the JPA
Agreement; (3) Alternatively discuss and take other action related to this item.
4. Consideration and possible action regarding adoption of Plans and
Specifications for the installation of surveillance equipment at the City
Police Station. Project No.: PW 11 -03 (Fiscal Impact: $100,000)
Recommendations — (1) Adopt Plans and Specifications; (2) Authorize staff to
advertise the project for receipt of construction bids; (3) Alternatively, discuss and
take other action related to this item.
5. Consideration and possible action regarding approval of an agreement
between the City of El Segundo and Southern California Edison (SCE) to
implement El Segundo Energy Efficiency Strategic Planning Activities.
(Fiscal Impact: $$486,500 grant fund award)
Recommendation — (1) Approve an Agreement between the City and SCE; (2)
Authorize the City Manager to execute the agreement, in a form approved by the
City Attorney, related to the implementation of the Energy Efficiency Strategic
Plan; (3) Alternatively, discuss and take other action related to this item.
6. Consideration and possible action to waive El Segundo Municipal Code
(ESMC) section 10 -1-4 C for the purpose of allowing a "Beer Garden" as a
component of Hometown Fair, on Saturday, May 7, 2011, from 12:00 -
4:00pm, at Library Park. (Fiscal Impact: None)
Recommendation — (1) Approve the request to waive El Segundo Municipal
Code (ESMC) section 10 -1 -4 C for the purpose of allowing a "Beer Garden" as a
component of Hometown Fair, on Saturday, May 7, 2011, from 12:00- 4:00pm, at
Library Park; (2) Alternatively, discuss and take other action related to this item.
U
CALL ITEMS FROM CONSENT AGENDA
F. NEW BUSINESS
G. REPORTS — CITY MANAGER
H. REPORTS — CITY ATTORNEY
I. REPORTS — CITY CLERK
J. REPORTS — CITY TREASURER
K. REPORTS — CITY COUNCIL MEMBERS
Council Member Fuentes —
Council Member Brann —
Council Member Jacobson —
Mayor Pro Tern Fisher —
Mayor Busch —
7. Consideration and possible action to recommend modifications to the
Committees, Commissions and Boards (CCB). Fiscal Impact: None
Recommendation — (1) Approve recommended modifications; (2) Alternatively,
discuss and take other action related to this item. „
6 U �'
PUBLIC COMMUNICATIONS - (Related to City Business Only - 5 minute limit per
person, 30 minute limit total) Individuals who have receive value of $50 or more to communicate
to the City Council on behalf of another, and employees speaking on behalf of their employer, must so
identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and
punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow Council to
take action on any item not on the agenda. The Council will respond to comments after Public
Communications is closed.
MEMORIALS -
CLOSED SESSION
The City Council may move into a closed session pursuant to applicable law, including the Brown Act
(Government Code Section §54960, et sea.) for the purposes of conferring with the City's Real Property
Negotiator; and /or conferring with the City Attorney on potential and /or existing litigation; and /or
discussing matters covered under Government Code Section §54957 (Personnel); andlor conferring with
the City's Labor Negotiators.
REPORT OF ACTION TAKEN IN CLOSED SESSION (if required)
ADJOURNMENT
POSTED:
DATE: � .2 el '-2-0 !/
TIME: >� % rn .
NAME:
7 0 7
PRESENTATIONS
a. Presentation from Denise DiPasquale, South Bay Workforce Investment
Board.
L. 8
il rortamatt'on
Cite of Q11 6egunbo, California
WHEREAS, Arbor Day was founded by J. Sterling Morton and first celebrated in the United States
in 1872 as a special day for the planting of trees. In the State of California, Arbor Day
has been observed since 1911 to enhance appreciation and knowledge of the State's
natural wonders; and
WHEREAS, El Segundo Arbor Day celebrations have been presented annually since 1988 by local
youth of TREE MUSKETEERS, and as a result of our City's commitment to its community
forest, El Segundo has been named a Tree City USA since 2003; and
WHEREAS, Arbor Day is a time to recognize the value of our community's trees that clean the air,
reduce noise, absorb smells, produce life sustaining oxygen, prevent erosion, help
conserve energy and water, increase property values, enhance the economic vitality of
business areas, beautify our community, and wherever trees are planted, they are a
source of joy and spiritual renewal that bring people together as neighbors; and
WHEREAS, TREE MUSKETEERS in partnership with the City of El Segundo, its conscientious
business citizens, service clubs and residents tall or small will plant trees in El Segundo
"East" on March 12, 2011 at 9:30 AM in observance of California Arbor Day; and
WHEREAS, This Arbor Day project further signifies the City of El Segundo's commitment to the
environment and the fight against global warming.
NOW, THEREFORE, the Mayor and members of the City Council of the City of El Segundo, California,
join with communities across the State of California in proclaiming March 12, 2011 as California
Arbor Day and invite all citizens to participate with TREE MUSKETEERS or to otherwise honor all trees
and the young people of our community for the important roles they play in improving our hometown
quality of life.
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CITY OF EL SEGUNDO
PAYMENTS BY WIRE TRANSFER
2/04/11 THROUGH 02/17/11
Date
Payee
Amount
Description
2/7/2011
2/9/2011
Cal Pers
Cal Pers
449,027.91
Health pay
2/10/2011
Health Comp
284,546.04
Retirement
2/10/2011
West Basin
1,535.62
Weekly claims
211012011
Nationwide EFT
1,228,963.83
H2O payment
2/10/2011
Manufacturers & Traders
30,302.26
61,152.54
EFT 457 payment
457 payment Vantagepoint
2/10/2011
Lane Donovan Golf Ptr
21,605.45
Payroll Transfer
2/10/2011
State of CA EFT
1,305.68
Child support payment
2/16/201.1
2/17/2011
Health Comp
Employment Development
3,898.45
Weekly claims
2/17/2011
Employment Development
48,302.77
4,092.68
State Taxes
State Taxes
2/17/2011
2/18/2011
IRS
State of CA EFT
213,123.13
Federal Taxes
2/18/2011
Nationwide EFT
1,305.68
31,600.40
Child support payment
EFT 457 payment
2/18/2011
2/18/2011
UB
Manufacturers & Traders
3,774.58
PARS payment
2/04 - 2/17/11
Workers Comp Activity
24,894.95
15,837.45
457 payment Vantagepoint
SCRMA checks issued
2,425,269.42
DATE OF RATIFICATION:
03/01/11
TOTAL PAYMENTS BY WIRE:
2,425,269.42
Certified as to th accuracy of the wire transfers by:
Account Specialist II V`— Date /
Director of Financ Date
City Manager D t
Information o� ctual expenditures is available in the City Treasurer's Office of the City of El Segundo.
C: \Documents and Settings \thimw \Desktop \Wire Transfers 02 -17
REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL
TUESDAY, FEBRUARY 15, 2011 — 5:00 P.M.
5:00 P.M. SESSION — Adjourned due to lack of quorum to 5:45 p.m.
CALL TO ORDER — Mayor Busch at 5:45 p.m.
ROLL CALL
Mayor Busch
- Present
Mayor Pro Tern Fisher
- Present
Council Member Brann
- Present
Council Member Fuentes
- Present
Council Member Jacobson
- Present
PUBLIC COMMUNICATION — (Related to City Business Only — 5 minute limit per
person, 30 minute limit total) Individuals who have received value of $50 or more to
communicate to the City Council on behalf of another, and employees speaking on
behalf of their employer, must so identify themselves prior to addressing the City
Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250.
SPECIAL ORDER OF BUSINESS:
Assistant City Attorney Karl Berger announced that Council would be meeting in closed
session pursuant to the items listed on the agenda and Government Code §54956.9(b)
items were related to a claim filed on or about December 2, 2010 regarding 929
McCarthy Court and the Fire Petition initiative discussed on Agenda Item 8.
CLOSED SESSION:
The City Council moved into a closed session pursuant to applicable law, including the
Brown Act (Government Code Section §54960, et seq.) for the purposes of conferring
with the City's Real Property Negotiator; and /or conferring with the City Attorney on
potential and /or existing litigation; and /or discussing matters covered under Government
Code Section §54957 (Personnel); and /or conferring with the City's Labor Negotiators;
as follows:
CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION (Gov't Code
§54956.9(a) -1- matter
City of El Segundo vs. City of Los Angeles, et. al. LASC Case No. BS094279
CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION
Significant exposure to litigation pursuant to Government Code §54956.9(b): -2-
Initiation of litigation pursuant to Government Code §54956.9(c): -1- matter.
MINUTES OF THE REGULAR CITY COUNCIL MEETING
FEBRUARY 15, 2011
PAGE NO. 1
DISCUSSION OF PERSONNEL MATTERS (Gov't Code §54957): - 0- matter
APPOINTMENT OF PUBLIC EMPLOYEE (Gov't. Code § 54957) -1- matter
Position/Title: City Manager
CONFERENCE WITH CITY'S LABOR NEGOTIATOR (Gov't Code §54957.6): -0-
matters
CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Gov't Code §54956.8): -0-
matters
Council recessed at 6:50 p.m.
MINUTES OF THE REGULAR CITY COUNCIL MEETING
FEBRUARY 15, 2011
PAGE NO. 2
1 �l
REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL
TUESDAY, FEBRUARY 15, 2011 - 7:00 P.M.
7:00 P.M. SESSION
CALL TO ORDER — Mayor Busch at 7:00 p.m.
INVOCATION — Pastor Brandon Cash, Oceanside Christian Fellowship
PLEDGE OF ALLEGIANCE — Council Member Suzanne Fuentes
PRESENTATIONS
ROLL CALL
Mayor Busch
- Present
Mayor Pro Tern Fisher
- Present
Council Member Brann
- Present
Council Member Fuentes
- Present
Council Member Jacobson
- Present
PUBLIC COMMUNICATIONS — (Related to City Business Only — 5 minute limit per
person, 30 minute limit total) Individuals who have received value of $50 or more to
communicate to the City Council on behalf of another, and employees speaking on
behalf of their employer, must so identify themselves prior to addressing the City
Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250.
While all comments are welcome, the Brown Act does not allow Council to take action
on any item not on the agenda. The Council will respond to comments after Public
Communications is closed.
Brian Partlow, resident and Initiative proponent, urged Council to adopt the ordinance or
place this item on the likely to be called June 7, 2011, Statewide election.
Marc Renner, resident, spoke regarding the date to pick for an election placing the
initiative before the voters. He also spoke about employee salaries.
Mike Robbins, resident, spoke regarding the Fire Initiative and urged Council to not
place this on a ballot. He urged Council to schedule it for the April 2012 election date.
Scott Huston, resident, spoke regarding budget restrictions and fire and paramedic
protection. He urged Council to adopt the initiative ordinance tonight and if not place it
on the earliest possible election date.
Ron Swanson, resident, spoke regarding the initiative and a ballot measure. He
suggested placing this on the June 2011 ballot and let the people decide.
MINUTES OF THE REGULAR CITY COUNCIL MEETING
FEBRUARY 15, 2011
PAGE NO. 3
`t
Jim Boulgarides, resident, spoke regarding the Fire initiative and suggested letting the
people decide.
A. PROCEDURAL MOTIONS
Consideration of a motion to read all ordinances and resolutions on the Agenda
by title only.
MOTION by Council Member Jacobson, SECONDED by Mayor Pro Tern Fisher to read
all ordinances and resolutions on the agenda by title only. MOTION PASSED BY
UNANIMOUS VOICE VOTE. 5/0
B. SPECIAL ORDERS OF BUSINESS (PUBLIC HEARING)
C. UNFINISHED BUSINESS
Consideration and possible action to select the City of Lawndale to exchange the
City of El Segundo's Fiscal Year 2011 -2012 and prior year unallocated
Community Development Block Grant (CDBG) funds totaling $90,061 at an
exchange rate of $0.70 per CDBG dollar, for a total of $63,042.70 in General
Revenue Funds and to allocate the funds to the City's Home Delivered Meals,
Juvenile Diversion, Administration and Senior In -Home Care programs for Fiscal
Year 2011 -2012. (Fiscal Impact: $63,042.70).
Tina Gall, CDBG Consultant, gave a report.
MOTION by Mayor Pro Tern Fisher, SECONDED by Council Member Brann to adopt
Resolution No. 4709 authorizing the exchange of CDBG funds with the City of
Lawndale. Authorized the City Manager to execute any and all contracts and
documents, as to form approved by the City Attorney, necessary to complete the
exchange of CDBG funds on behalf of the City; and approve allocation of the funds for
Home Delivered Meals, Juvenile Diversion, Administration and Senior In -Home Care
projects for Fiscal Year 2011 -2012. MOTION PASSED BY UNANIMOUS VOICE
VOTE. 5/0
D. REPORTS OF COMMITTEES, COMMISSIONS AND BOARDS
E. CONSENT AGENDA
All items listed are to be adopted by one motion without discussion and passed
unanimously. If a call for discussion of an item is made, the item(s) will be considered
individually under the next heading of business.
MINUTES OF THE REGULAR CITY COUNCIL MEETING
FEBRUARY 15, 2011
PAGE NO. 4
1.1
2. Approved Warrant Numbers 2580880 to 2581076 on Register No. 9 in the total
amount of $490,175.38 and Wire Transfers from 01/21/11 through 02/03/11 in
the total amount of $1,177,281.33. Authorized staff to release. Ratified: Payroll
and Employee Benefit checks; checks released early due to contracts or
agreement; emergency disbursements and /or adjustments; and wire transfers.
3. Approved Regular City Council Meeting Minutes of February 1, 2011.
4. Received and filed report without objecting to a modification to an Alcoholic
Beverage Control (ABC) license for on -site sale and consumption of beer and
wine to allow a 484 square -foot expansion of an existing restaurant (La Paz) with
a Type 41 (On -sale Beer and Wine— Eating Place) located at 514 Center Street.
Applicant: Jose Mendez, La Paz. (Fiscal Impact: None)
5. PULLED FOR DISCUSSION BY COUNCIL MEMBER BRANN
6. Approved a change order with Matthew and Stewart Company, Inc. for the repair
of an 8 -inch diameter sanitary sewer pipe at the intersection of Virginia Street
and Walnut Ave. (Fiscal Impact: $34,116.22) Authorized the City Manager to
approve a payment in the amount of $34,116.22 with Matthew and Stewart
Company, Inc., for the removal and replacement of a 8" verified clay pipe and
damaged asphalt.
MOTION by Mayor Pro Tern Fisher, SECONDED by Council Member Brann to approve
Consent Agenda Items 1, 2, 3, 4, and 6. MOTION PASSED BY UNANIMOUS VOICE
VOTE. 5/0
CALL ITEMS FROM CONSENT AGENDA
5. Consideration and possible action to approve the request from the El Segundo
Education Foundation to waive the banner fees per El Segundo Municipal Code
section 8 -8 -7 D1. (Fiscal Impact: $1,780)
MOTION by Council Member Brann, SECONDED, by Council Member Fuentes to
waive the banner fees per El Segundo Municipal Code section 8 -8 -7 D1. MOTION
PASSED BY UNANIMOUS VOICE VOTE. 5/0
F. NEW BUSINESS
7. Consideration and possible action regarding the Fiscal Year 2009 -2010 Yearend
report and FY 2010 -2011 First Quarter Financial Review. (Fiscal Impact: None)
Deborah Cullen, Finance Director, gave a report.
MINUTES OF THE REGULAR CITY COUNCIL MEETING
FEBRUARY 15, 2011
PAGE NO. 5
16
MOTION by Mayor Busch, SECONDED by Council Member Brann to receive and file
FY 2009 -2010 Yearend and FY 2010 -2011 First Quarter Financial Review; FY 2009-
2010 -- reduce the scheduled transfer from the Economic Uncertainty Fund from
$750,000 to $250,000; FY 2010 -2011 -- Cancel the budgeted item from the Other Post
Employment Benefit (OPEB) Trust drawdown of $750,000 and, alternatively, use a
portion of the proceeds from the sale of Fire Station #2 in the Economic Uncertainty
Fund to help balance the FY 2010 -2011 Budget. MOTION PASSED BY UNANIMOUS
VOICE VOTE. 5/0
Kate Anderson, Congresswoman Harmon's Deputy Chief of Staff, spoke regarding the
date of Congresswoman Harmon's resignation as February 28, 2011. The date of the
Special election is currently unknown. The office will still continue to provide services to
the public.
REPORTS — CITY MANAGER - NONE
REPORTS — CITY ATTORNEY - NONE
REPORTS — CITY CLERK
8. Consideration and possible action regarding an initiative (the "Initiative ")
amending the El Segundo Municipal Code to transfer all functions of the El
Segundo Fire Department to the Consolidated Fire Protection District of Los
Angeles County (aka the Los Angeles County Fire Department).
City Clerk Mortesen gave a report.
MOTION by Council Member Brann, SECONDED by Mayor Busch to adopt Resolution
No. 4710 certifying the Initiative as qualifying for the ballot as amended. MOTION
PASSED BY UNANIMOUS VOICE VOTE. 5/0
MOTION by Mayor Pro Tern Fisher, SECONDED by Council Member Jacobson to
schedule the election for April 10, 2012. MOTION PASSED BY THE FOLLOWING
VOICE VOTE. AYES: MAAYOR PRO TEM FISHER, COUNCIL MEMBERS
JACOBSON AND FUENTES; NOES: MOYOR BUSCH AND COUNCIL MEMBER
BRANN. 3/2
MOTION by Council Member Jacobson, SECONDED by Council Member Fuentes to
adopt Resolution No. 4711 calling for a election on April 10, 2012. MOTION PASSED
BY THE FOLLOWING VOICE VOTE. AYES: MAYOR PRO TEM FISHER, COUNCIL
MEMBERS JACOBSON AND FUENTES; NOES: MAYOR BUSCH AND COUNCIL
MEMBER BRANN. 3/2
MINUTES OF THE REGULAR CITY COUNCIL MEETING
FEBRUARY 15, 2011
PAGE NO. 6
ll
MOTION by Council Member Fuentes, SECONDED by Council Member Jacobson to
adopt Resolution No. 4712 requesting that the Los Angeles County Board of
Supervisors provide election services to the City regarding the Election. MOTION
PASSED BY THE FOLLOWING VOICE VOTE. AYES: MAYOR PRO TEM FISHER,
COUNCI MEMBERS JACOBSON AND FUENTES; NOES: MAYOR BUSCH AND
COUNCIL MEMBER BRANN. 3/2
MOTION by Mayor Pro Tern Fisher, SECONDED by Council Member Jacobson to
adopt Resolution No. 4713 regarding ballot arguments, MOTION PASSED BY THE
FOLLOWING VOICE VOTE. AYES: MAYOR PRO TEM FISHER, COUNCIL
MEMBERS JACOBSON AND FUENTES; NOES: MAYOR BUSCH AND COUNCIL
MEMBER BRANN. 3/2
MOTION by Council Member Jacobson, SECONDED by Council Member Fuentes, to
adopt Resolution No. 4714 directing the City Attorney to prepare an impartial analysis.
MOTION PASSED BY THE FOLLOWING VOICE VOTE. AYES: MAYOR PRO TEM
FISHER AND COUNCIL MEMBERS JACOBSON AND FUENTES, NOES: MAYOR
BUSCH AND COUNCIL MEMBER BRANN. 3/2
REPORTS — CITY TREASURER - Spoke regarding the low -flow toilets being
exchanged for regular toilets.
REPORTS — CITY COUNCIL MEMBERS
Council Member Fuentes — Spoke regarding the speakers at the Women's Club.
Reminded everyone to purchase their dog license.
Council Member Brann — NONE
Council Member Jacobson — NONE
Mayor Pro Tern Fisher — NONE
Mayor Busch — Spoke regarding the El Segundo High School Varsity Basketball Team
PUBLIC COMMUNICATIONS — (Related to City Business Only — 5 minute limit per
person, 30 minute limit total) Individuals who have receive value of $50 or more to
communicate to the City Council on behalf of another, and employees speaking on
behalf of their employer, must so identify themselves prior to addressing the City
Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250.
While all comments are welcome, the Brown Act does not allow Council to take action
on any item not on the agenda. The Council will respond to comments after Public
Communications is closed.
Scott Houston, resident, expressed his disappointment with Council's decision to have
the election in April of 2012.
MINUTES OF THE REGULAR CITY COUNCIL MEETING
FEBRUARY 15, 2011
PAGE NO. 7
Marc Renner, resident, spoke in favor of the April 12, 2012 election date.
Mike Robbins, resident, spoke regarding a contract of adhesion. He also spoke
regarding paramedic transport.
MEMORIALS — NONE
CLOSED SESSION — NONE
ADJOURNMENT at 9:07 p.m.
Cindy Mortesen, City Clerk
MINUTES OF THE REGULAR CITY COUNCIL MEETING
FEBRUARY 15, 2011
PAGE NO. 8
1
4 J
SPECIAL MEETING OF THE EL SEGUNDO CITY COUNCIL
SATURDAY, FEBRUARY 19, 2011 — 8:30 A.M.
CALL TO ORDER — Mayor Busch at 8:30 a.m
ROLL CALL
Mayor Busch
- Present
Mayor Pro Tern Fisher
- Present
Council Member Brann
- Present
Council Member Fuentes
- Present
Council Member Jacobson
- Present
PUBLIC COMMUNICATIONS - (Related to City Business Only - 5 minute limit per person, 30
minute limit total). Individuals who have received value of $50 or more to communicate to the City
Council on behalf of another, and employees speaking on behalf of their employer, must so identify
themselves before addressing the City Council. Failure to do so is a misdemeanor and punishable
by a fine of $250.
CLOSED SESSION:
The City Council moved into a closed session pursuant to applicable law, including the Brown Act
(Government Code Section §54960, et seq.) for the purposes of conferring with the City's Real
Property Negotiator; and /or conferring with the City Attorney on potential and /or existing litigation;
and /or discussing matters covered under Government Code Section §54957 (Personnel); and /or
conferring with the City's Labor Negotiators; as follows:
APPOINTMENT OF PUBLIC EMPLOYEE (Gov't. Code § 54957) -1- matter
Position/Title: City Manager
ADJOURNMENT at 4:58 p.m.
Cindy Mortesen
City Clerk
�U
SPECIAL MEETING OF THE EL SEGUNDO CITY COUNCIL
MONDAY, FEBRUARY 21, 2011 — 6:30 P.M.
CALL TO ORDER — Mayor Busch at 6:30 p.m.
ROLL CALL
Mayor Busch
- Present
Mayor Pro Tern Fisher
- Present
Council Member Brann
- Present
Council Member Fuentes
- Present
Council Member Jacobson
- Present
PUBLIC COMMUNICATIONS - (Related to City Business Only - 5 minute limit per person, 30
minute limit total). Individuals who have received value of $50 or more to communicate to the City
Council on behalf of another, and employees speaking on behalf of their employer, must so identify
themselves before addressing the City Council. Failure to do so is a misdemeanor and punishable
by a fine of $250.
Curt Crowson, El Segundo Firefighters' Association Board Member; spoke regarding the Fire
Initiative, Measure P, offered payment of the costs of a Special Stand Alone Election for this
matter. He requested that Council call a special meeting to consider this item. He stated he had
two checks from the Firefighters' Association. One check for $35,000 to cover the estimated costs
associated with a Consolidated Special Election and another check for $25,000 to be used to
cover any remaining costs associated with a stand alone City Special Election in the event a 2011
Statewide Special Election or a 2011 Congressional Special Election are not held.
Mike Robbins, Resident; spoke regarding the Firefighter Association's offer to pay for a stand
alone special election.
Liz Garnholz, Resdient; spoke regarding the Fire Initiative, and their offer to pay for a stand alone
special election. She also spoke regarding the new City Manager's salary and benefits.
City Attorney, Mark Hensley, stated that the automatic doors to City Hall are not intentionally
locked. There seems to be a malfunction. We are watching closely and if anyone approaches the
door it will be manually triggered to open.
Special Orders Of Business:
Appointment of labor negotiators for purposes of negotiating an employment agreement
with the City Manager candidate.
MOTION by Mayor Pro Tern Fisher, SECONDED by Council Member Brann to appoint Eric
Middleton, Consultant (Recruiter), and Mark Hensley, City Attorney, as the City's negotiators.
MOTION PASSED BY UNANIMOUS VOICE VOTE. 5/0
2. Consideration and possible action regarding Council authorization of one or more of its
members drafting the argument and rebuttal arguments against Measure P (Fire Services
Ballot Measure set for the April 10, 2012 election).
MOTION by Council Member Fuentes, SECONDED by Mayor Pro Tern Fisher to appoint Council
Member Fuentes the author of argument and rebuttal argument against Measure P, and have as
many Council Members who wish to sign the argument sign it. MOTION PASSED BY
UNANIMOUS VOICE VOTE. 5/0
CLOSED SESSION: 6:56 P.M.
The City Council moved into a closed session pursuant to applicable law, including the Brown Act
(Government Code Section §54960, et seq.) for the purposes of conferring with the City's Real
Property Negotiator; and /or conferring with the City Attorney on potential and /or existing litigation;
and /or discussing matters covered under Government Code Section §54957 (Personnel); and /or
conferring with the City's Labor Negotiators; as follows:
APPOINTMENT OF PUBLIC EMPLOYEE (Gov't. Code § 54957) -1- matter
Position/Title: City Manager
CONFERENCE WITH CITY'S LABOR NEGOTIATOR (Gov't Code §54957.6): -1- matter
City Negotiators /Representatives: Eric Middleton, Consultant and Mark Hensley, City Attorney
and /or other individuals appointed pursuant to agenda item no.1 above.
Unrepresented Employee: City Manager Candidate
ADJOURNMENT at 8:56 p.m.
Cindy Mortesen, City Clerk
EL SEGUNDO CITY COUNCIL MEETING DATE: March 1, 2011
AGENDA STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action to approve a Joint Powers Agreement between the City
of El Segundo and the Los Angeles Interagency Metropolitan Police Apprehension Crime
Task Force (LA IMPACT) and authorize the City Manager to execute the JPA. (Fiscal
Impact: None)
RECOMMENDED COUNCIL ACTION:
1. Adopt a resolution approving the Los Angeles Interagency Metropolitan Police
Apprehension Crime Task Force Joint Powers Agreement ( "LA IMPACT JPA ")
and authorize the City's membership in the LA IMPACT Authority;
2. Authorize the City Manager to execute the JPA Agreement; and
3. Alternatively discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
1. LA IMPACT Joint Powers Agreement
2. Proposed Resolution
FISCAL IMPACT: None
Amount Budgeted: $
Additional Appropriation: N/A
Account Number(s):
ORIGINATED BY: Bob Turnbull, Captain'\
REVIEWED BY: Mitch Tavera, Chief of Po 'cF
APPROVED BY: Jack Wayt, City
BACKGROUND AND DISCUSSION:
Inaugurated on July 1, 1991, the Los Angeles Interagency Metropolitan Police Apprehension
Crime Task Force (LA IMPACT) is a compilation of numerous Federal, State and local Law
Enforcement agencies in Los Angeles County whose primary focus is to investigate major
crimes, with an emphasis on dismantling mid to major level drug trafficking organizations. The
task force was founded by the Los Angeles County Police Chiefs' Association, who currently act
as the Board of Directors.
LA IMPACT is one of the most prolific, innovative and progressive crime task forces in the
country through its wide range of abilities and expertise. Many of the task force members are
seasoned investigators from a myriad of different disciplines who possess expertise outside the
realm of narcotic enforcement. This enables LA IMPACT to provide a diverse range of
3
investigative services in the areas of property crimes, financial crimes and crimes against
persons, in addition to narcotic enforcement during times of mutual aid by requesting entities.
LA IMPACT's primary area of expertise is narcotic enforcement. The task force is known for its
surveillance capabilities and possesses the most extensive surveillance resources in California.
LA Impact has specialized proficiency in the following areas: major drug trafficking
organizations, money laundering, clandestine laboratory investigations, transportation and parcel
interdiction, and gang enforcement. LA IMPACT is the primary clandestine laboratory response
team for Los Angeles County.
Although the mission of LA IMPACT is to address drug trafficking, Los Angeles County is
considered by many to be the epicenter of street gang activity and has been plagued by the threat
of gang violence and illegal drug activity for many years. As gang memberships have multiplied
and crossed jurisdictional lines, rivalries have developed resulting in an escalation of violence.
Gangs and drugs are two words that are synonymous. Control of the drug sales in a specific
geographic area is very critical to a gang.
Therefore, LA IMPACT has taken an aggressive enforcement approach and investigates gangs as
a Criminal Organization by identifying the gang leaders and its hierarchy in an attempt to disrupt
and ultimately dismantle the criminal organization.
Decision to Form a Joint Powers Authority
In 2005, the California Court of Appeal issued a decision stating that LA IMPACT, though not
intended by member agencies to be a separate public entity, was, in fact, a local public agency
whose Board of Directors meetings are subject to the open meeting requirements of the Ralph M.
Brown Act.
Additionally, LA IMPACT was sued in two civil lawsuits involving claims by former non -sworn
contract employees. While both lawsuits were settled in the summer of 2009, the current MOU
does not provide a formal mechanism to address the question of, when litigation is commenced
against LA IMPACT, whether LA IMPACT or member agencies are required to fund the
defense of the litigation and any settlement or judgment that may result.
In light of the Court of Appeal's 2005 decision and the two lawsuits against the task force, the
Board of Directors believes that operating under the informal arrangement of an MOU is no
longer prudent, and that it would be in LA IMPACT's and its members' best interests to formally
organize itself as a Joint Powers Authority governed by an Agreement that explicitly addresses
these and other issues of legal concern.
DISCUSSION:
For the past two years, a working group of Police Chiefs and City Attorneys have been meeting
to review the issues associated with maintaining and operating LA IMPACT.
The JPA will become effective after not less than ten (10) cities have authorized and executed
the Agreement, and forty -five days have elapsed after not less than ten (10) cities have
authorized and executed the agreement.
L�
JPA Key Points
Under the JPA, LA Impact will possess the following powers:
(1) To make and enter into contracts, including but not limited to, agreements for the purpose of
purchasing/leasing and or disposing of supplies and equipment;
(2) To make and enter into contracts with public entities as Associate Members;
(3) To receive compensation, gifts, contributions and donations of property, funds, services and
other forms of financial assistance;
(4) To acquire, construct, manage, maintain or operate any building, works or improvements;
(5) To sue and be sued in its own name;
(6) To apply for, receive and utilize appropriate grants under any Federal, state or local programs
for assistance;
(7) To issue bonds and to otherwise incur debts, liabilities and obligations, provided that no such
bond, debt, liability or obligation shall constitute a debt, liability or obligation to the individual
respective Members;
(8) To appoint/hire officers, employees, agents or consultants, and adopt personnel rules and
policies governing officers and employees;
(9) To reimburse Member's overtime expenditures for their personnel as set forth by the
Executive Director of the Authority;
(10) To distribute proceeds from asset forfeiture seizures to Members and Associate Members as
specified by the Agreement in accordance with rules and formula developed by the Board of
Directors;
(11) To obtain all types of insurance as may be necessary to cover the liabilities of the Authority
or its Members as determined by the Board of Directors;
(12) To promulgate, adopt, and enforce any rules and regulations, as may be necessary and
proper to implement and effectuate the terms, provisions, and purposes of this Agreement.
Governance
LA Impact will be governed by a Board of Directors, comprised of the President of the Los
Angeles County Police Chief's Association, the Police Chief of the law enforcement agency of
each member City, the Los Angeles County Sheriff or Undersheriff, and a representative of any
Federal or State agency which is a Member. The Board will also establish a thirteen (13)
member Executive Committee, which includes the President of the Los Angeles County Police
Chief's Association and the Chair of the Authority. An Executive Director will administer the
daily business and activities of the Authority, subject to the general supervision and policy
direction of the Board of Directors and the Executive Committee. The Executive Director will
provide for the appointment of support staff as may be necessary.
Operating �Buda
et
Currently the LA IMPACT budget is approximately $4.6 million per year with the majority of
the funding coming from Federal and State grants, in addition to asset forfeitures. Each agency
is currently responsible for the member's salary and benefit package, and this arrangement will
remain in place. LA IMPACT will also continue to reimburse each agency with a certain
number of hours per month of overtime.
In order to encourage maximum participation, the JPA is set up so that Members may withdraw
without cost or penalty for a period of up to 180 days after the Authority adopts Bylaws.
Conclusion
As mentioned above, El Segundo is a current member of LA IMPACT. In light of the benefits
and opportunities to help shape the policies of LA IMPACT going forward, coupled with the
fact that there is a minimum of a 180 days period after Bylaws are adopted to withdraw from
LA IMPACT with no penalty or cost, there is no "down- side" to becoming an LA- Impact
Member City at this time.
Therefore, staff recommends that the City Council adopt the attached Resolution.
JOINT POWERS AGREEMENT FOR
LOS ANGELES INTERAGENCY METROPOLITAN POLICE APPREHENSION
CRIME TASK FORCE
(L.A. IMPACT)
This Agreement is executed by and among those public agencies, duly
organized and existing, which are parties signatory to this Agreement. All such
public agencies, hereinafter each called a Member, shall be listed in Exhibit A to
the Agreement. This Agreement is dated January 27, 2011 for reference
purposes.
Each public agency executing this Agreement shall be referred to
individually as "Member," with all referred to collectively as "Members."
RECITALS
WHEREAS, the Members have and possess the power and authorization
to organize and establish a consolidated law enforcement task force to address
criminal justice issues for the benefit of the lands and inhabitants within their
respective boundaries; and
WHEREAS, the Members propose to join together to establish, operate,
and maintain a joint powers authority for the purpose of integrating resources and
investigative efforts to address emerging criminal justice issues and for the
benefit of their respective lands and inhabitants; and
WHEREAS, it is in the public interest to provide a means by which other
public agencies may request services for the benefit of their lands and
inhabitants; and
WHEREAS, the Members have the authority under the Joint Exercise of
Powers Act, in California Government Code Section 6500 et seq. (the "Act "), to
enter into this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
"Act" shall mean the Joint Exercise of Powers Act, in California Government
Code Section 6500 et seq.
"Authority" shall mean the LOS ANGELES INTERAGENCY METROPOLITAN
POLICE APPREHENSION CRIME TASK FORCE (L.A. IMPACT) created by this
Agreement.
1 -27 -11 '
"Associate Member" means a public agency which is a party to an Associate
Membership Agreement entered into between the Authority and such public
agency pursuant to Article 4 hereof.
"Board of Directors" or "Board" shall mean the governing body of the Authority.
"Bylaws" shall mean guidelines adopted by the Board of Directors setting forth
policies and procedures for the operation of the Authority and for the exercise of
the Board's powers granted in this Agreement.
"Controller" shall mean the chief financial officer designated with the primary
responsibility for financial accounting and reporting.
"Executive Committee" shall mean the Executive Committee of the Board of
Directors of the Authority.
"Fiscal Year" shall mean that period of twelve months which is established by the
Board of Directors or the Bylaws as the fiscal year of the Authority.
"Government Code" shall mean the California Government Code, as it may be
amended from time to time.
"Member(s)" means any public agency as the term "public agency" is defined by
Section 6500 of the Joint Powers Law, which includes, but is not limited to, any
federal, state, county, city, public corporation, public district of this state or
another state, or any joint powers authority formed pursuant to the Joint Powers
Law by any of these agencies which has executed this Agreement and has
become a member of the Authority.
ARTICLE 2
PURPOSES
2.01 The purpose of the Authority is to establish a separate organization for the
exercise of powers common to the Members, which may include promoting
coordinated law enforcement efforts and facilitating the integration, investigation
and sharing of criminal justice information, data, and issues in the manner set
forth in this Agreement.
2.02 The Authority is intended to promote coordinated law enforcement efforts,
and to address emerging criminal justice issues throughout the Los Angeles
County area and other areas that appear to have a connection or nexus to Los
Angeles County, encouraging maximum cooperation between all law
enforcement and prosecutorial agencies, and promoting the safety of both police
personnel and the public, accomplished in an effective manner within
constitutional guidelines, including but not limited to:
2
1 -27 -11
a) Target, investigate, and cause to be prosecuted individuals who
organize, direct, finance, or otherwise engage in drug trafficking enterprises or
money laundering, placing a high priority on those subjects engaged in the
importation of drugs and to interdict such illicit supply lines and seize their drugs.
b) Identify, cause to be prosecuted and ultimately cause to be
convicted drug traffickers and to seize assets derived through drug trafficking
through the effective methods of a task force approach.
c) Use short and long term investigations to focus on the eradication
of criminal activity within street gangs by extracting the criminal hierarchy and
disrupting the organizational flow of street gangs.
d) Assist Members or Associate Members, when requested, in
criminal investigations, lending of equipment, sharing of information, providing
support personnel, specialized expertise, training or other needs that the
Authority can provide at the time the request is made.
e) Assist non - Member agencies, when requested and with the
approval of the Executive Director or designee, in criminal investigations, lending
of equipment, sharing of information, providing support personnel, specialized
expertise, training or other needs that the Authority can provide at the time the
request is made.
f) Apply for grants and implement programs to address issues of
narcotics, terrorism and Homeland Security.
ARTICLE 3
PARTIES TO AGREEMENT; EFFECTIVE DATE
3.01 Each Member, as a party to this Agreement, certifies that it intends to and
does contract with all other Members as parties to this Agreement and with such
other public agencies as later may be added as parties to this Agreement.
3.02 This Agreement shall become effective, and the Authority shall come into
existence, when the following event occurs (the "Effective Date "):
a) This Agreement is authorized and executed by not less than ten
(10) public agencies; and
b) Forty -five days has elapsed after the authorization and execution
by not less than ten (10) public agencies.
3.03 The Board shall also designate a period, which shall be not less than 180
days after the Bylaws are adopted, during which Members may submit written
3
1 -27 -11 �'
notice of immediate withdrawal from the Authority. There will be no costs for any
Member that withdraws from the Authority within this time period. It is the intent
of the Members that Bylaws will be developed and adopted by the Board, as
authorized under Section 6.04(a), and that the Authority will seek applicable and
necessary liability coverage during this period.
Notice shall be given to all Members pursuant to Section 18.02 within
five (5) days of adoption of the Bylaws. The notice shall include a copy of the
adopted Bylaws and a statement of the extent and type of liability coverage
which the Authority can obtain. After the Bylaws have been adopted, Members
may withdraw from the Authority during the specified period in accordance with
the provisions of this Section 3.03. After expiration of said stated time period, any
Member may withdraw from the Authority in accordance with Article 16
hereinbelow.
ARTICLE 4
ASSOCIATE MEMBERSHIP AGREEMENT
4.01. Power to Enter Into Associate Membership Agreements. In addition to
those powers specified in this Agreement, the Authority shall have the power to
enter into Associate Membership Agreements with any public agency upon the
approval thereof by the Board.
4.02. Contents of Associate Membership Agreement. Each Associate
Membership Agreement shall:
a) State that the public agency is an Associate Member of the
Authority.
b) Specify that the purpose of the Associate Membership Agreement
is (i) to facilitate cooperation between law enforcement agencies to carry out the
stated purposes of the Authority; and /or (ii) to contribute law enforcement
personnel, who shall remain under the general direction and control of the
respective Associate Member agency to which they belong, to the Authority to
assist in carrying out the activities of the Authority.
c) Restrict the powers and obligations of such public agency with
respect to the Authority to those enumerated in this Article 4;
d) Specify that such public agency shall not have the power to: (i) vote
on any action to be taken by the Authority; or (ii) appoint a Director to the Board;
e) Specify the fees, if any, to be charged such public agency for its
participation in the Authority; and
4
1 -27 -11
f) Specify to what extent, if any, the Associate Member may share in
asset distributions.
4.03. Approval of Associate Membership Agreements. In determining whether
to approve an Associate Membership Agreement with a public agency which
proposes to be an Associate Member, the Directors may take into account any
criteria deemed appropriate to the Directors.
ARTICLE 5
POWERS
5.01 The Authority shall possess in its own name, and the Members delegate
to it, the following enumerated powers:
a) To make and enter into, in its own behalf and not on behalf of the
individual Members, contracts consistent with this Agreement, including, but not
limited to, contracts to purchase /lease and /or dispose of supplies and
equipment,.
b) To receive gifts, contributions, and donations of property, funds,
services, and other forms of financial assistance from persons, firms,
corporations, and any governmental entity, in accordance with applicable Los
Angeles County Conflict of Interest Code and State conflict of interest laws.
c) To sue and be sued in its own name.
d) To apply for appropriate grants under any Federal, State, or local
programs for assistance in developing any of its programs or providing services
to other public entities.
e) To issue bonds and to otherwise incur debts, liabilities and
obligations, provided that no such bond, debt, liability or obligation shall
constitute a debt, liability or obligation of the individual respective Members.
f) To appoint committees, adopt rules, regulations, policies, Bylaws,
and procedures governing the operation of the Authority.
g) To add Members or Associate Members to the Authority as
approved by the Authority Board of Directors and the existing Members as
provided herein.
h) To appoint/hire officers, employees, agents, or consultants and
adopt personnel rules and policies governing officers and employees.
i) To reimburse Members for overtime expenditures of a Member's
contributed personnel who is /are assigned to assist in carrying out the activities
5
1 -27 -11 ,
Ji
of the Authority as directed by the Executive Director of the Authority and
approved by the Executive Committee in accordance with Section 13.06 of this
Agreement. Said overtime expenditures, if any, shall be paid in accordance with
all applicable State and Federal laws, including the Fair Labor Standards Act.
j) To purchase equipment with prior approval by the Executive
Director and pursuant to a purchasing policy adopted by the Board of Directors in
accordance with Section 5.04.
k) To distribute proceeds from asset forfeiture seizures to Members,
and to Associate Members as applicable, in accordance with rules and formula
specified in the Bylaws and applicable Federal and State law.
1) To assign personnel contributed from the Members or Associate
Members to positions that fulfill the needs of the Authority, who shall remain
under the general direction and control of the respective Member or Associate
Member agency to which such personnel belong.
m) To invest and manage Authority funds, by and through the
Treasurer, in accordance with State law.
n) To obtain all types of insurance as may be necessary to cover the
liabilities of the Authority or its Members as determined by the Board.
o) To exercise such other powers and authority as are necessary and
proper to carry out its functions herein, and as provided in the Act.
5.02 Each Member expressly retains all rights and polders to investigate,
finance, plan, develop, construct, equip, maintain, repair, manage, operate and
control equipment, facilities, properties, projects, and information that it deems in
its sole discretion to be necessary or desirable for its own criminal justice needs,
and that are authorized by the laws governing it. This Agreement shall not be
interpreted, and the Authority created herein, shall not have the power to impair
or control any of the Members' respective rights, powers, or title to such
investigations, equipment, facilities, properties, information, and projects, nor
shall any Member be required to provide additional personnel, equipment, or
services to the Authority than as provided in this Agreement, without the written
consent of the Member.
5.03 Each Member expressly retains all rights and powers to use other funds or
funding sources to investigate, finance, plan, develop, construct, equip, maintain,
repair, manage, operate, and control equipment and facilities for their criminal
justice needs.
5.04 Pursuant to and to the extent required by Government Code Section 6509,
including the power to contract, the Authority shall be restricted in the exercise of
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JL
its powers in the same manner as the City of Los Angeles is restricted in its
exercise of similar powers; provided that, if the City of Los Angeles shall cease to
be a Member, then the Authority shall be restricted in the exercise of its power in
the same manner as the City of Long Beach.
ARTICLE 6
ORGANIZATION
6.01 Composition of Board. The Authority shall be governed by the Board of
Directors, which shall be composed of the President of the Los Angeles County
Police Chiefs Association, the Police Chief of the city law enforcement agency of
each Member city, the Los Angeles County Sheriff, and any designated
representative of any Federal or State agency which is a Member. The Police
Chief of the City of Los Angeles and the Los Angeles County Sheriff may
designate an alternate to act in his /her place on the Board, provided the alternate
is a person at executive command rank. Each Member shall provide a written
designation of its Director representative to the Authority. The Board shall
maintain a list of all current Members in good standing who serve on the Board,
including but not limited to any Federal or State agency which is a Member. The
Board of Directors may allow for an alternate of the designated representative to
the Authority in accordance with the Bylaws of the Authority.
6.02 Termination of Status as Director. A Director shall be removed from the
Board of Directors upon the occurrence of any one of the following events:
a) The withdrawal or removal of the Member from the Authority;
b) The death or resignation of the Director;
c) The Authority's receipt of written notice from the Member that the
Director is no longer qualified as provided in Section 6.01 of this Article.
6.03 Compensation. Directors and their alternates, if any, are not entitled to
compensation by the Authority. The Board of Directors may authorize
reimbursement of expenses incurred by Directors in the performance of services
for the Authority where such expenses are not paid by the employing Member.
6.04 Powers of Board. The Board of Directors shall have the following powers
and functions:
a) Except as otherwise provided in this Agreement, the Board shall
exercise all powers and conduct all business of the Authority, either directly or by
delegation to other bodies or persons. The primary objective of the Board is to
establish overall policy and strategy. As such, the Board may adopt Bylaws or
other guidelines setting forth policies and procedures for the operation of the
Authority and for the exercise of the Board's powers granted herein.
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b) The Board shall form an Executive Committee, as provided in
Article 8. The Executive Committee may exercise all powers or duties of the
Board, except (i) the adoption of the Authority's annual budget or any
amendments thereto, (ii) the adoption of the Bylaws or any amendments thereto,
and (iii) the issuance of bonded debt, which powers are expressly reserved to the
Board. All actions by the Executive Committee shall be subject to review, and
approval, modification or disapproval, by the Board at its discretion.
c) The Board may form, as provided in Article 10, such other advisory
committees as it deems appropriate or it may delegate such power to the
Executive Committee in the Bylaws or by resolution of the Board. The
membership of any such other committee may consist in whole or in part of
persons who are not members of the Board.
d) The Board shall cause to be prepared, and shall review, modify as
necessary, and adopt the annual operating budget of the Authority. To the extent
that the budget includes funding by Members, such funding is subject to approval
by the governing bodies of those Member agencies. Adoption of the budget may
not be delegated.
e) The Board shall receive, review and act upon periodic reports and
audits of the funds of the Authority, as required under Articles 10 and 13 of this
Agreement.
D The Board shall develop the rules and formula for the distribution of
proceeds from asset forfeiture seizures, consistent with applicable Federal and
State law, to its participating Members and Associate Members which are
reasonably related to each such participant's contribution of personnel and /or
participation in the activities of the Authority.
g) The Board shall have such other powers and duties as are
reasonably necessary to carry out the purposes of the Authority including but not
limited to adopting contracting and purchasing rules and regulations, in
accordance with Section 5.04, internal financial controls, personnel rules and
regulations, and similar rules and regulations consistent with State law governing
public agencies.
h) Meetings of the Board of Directors, Executive Committee, and any
other "legislative body" of the Authority, as that term is defined in Section 54952
of the Government Code, shall be called, noticed, and conducted in accordance
with the Ralph M. Brown Act, Section 54950 et seq. of the Government Code.
ARTICLE 7
MEETINGS OF THE BOARD OF DIRECTORS
7.01 Regular Meetings. The Board of Directors shall hold at least two (2)
regular meetings each year. The Board of Directors shall fix by resolution or in
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the Bylaws the date upon which, and the hour and place at which, each regular
meeting is to be held.
7.02 Minutes. The Authority shall have minutes of each regular, adjourned
regular, and special meetings kept by the Secretary. As soon as practicable after
each meeting, the Secretary shall forward to each Board member a copy of the
minutes of such meeting.
7.03 Quorum. A majority of all members of the Board and the Executive
Committee, respectively, is a quorum for the transaction of business. A vote of
the majority of a quorum at a meeting of the Board or the Executive Committee is
sufficient to take action unless otherwise provided in the Bylaws; except that a
majority of all members of the Board is required in order to take action on: (i) the
adoption of the Authority's annual budget and any amendment(s) thereto, (ii) the
adoption of the Bylaws and any amendment(s) thereto, and (iii) the issuance of
any bonded debt of the Authority. However, less than a quorum may adjourn
from time to time but may not take action on matters before the Board or
Executive Committee.
7.04 Voting. Each Member of the Board shall have one vote.
ARTICLE 8
EXECUTIVE COMMITTEE
8.01 The Board shall establish an Executive Committee which shall consist of a
total of thirteen (13) Directors selected from the Board, which shall include the
President of the Los Angeles Police Chiefs Association, the Sheriff of the County
of Los Angeles or his /her designee (provided such designee shall be at an
executive command level) and the Chair of the Authority designated pursuant to
Article 9. Except as otherwise provided herein, the composition, the terms of
office of the Directors, and the conduct of the Executive Committee shall be as
provided in the Bylaws. The Executive Committee shall conduct the business of
the Authority between meetings of the Board, exercising all those powers as
provided for in Section 6.04(b), or as otherwise delegated to it by the Board.
8.02 Each Director on the Executive Committee shall be confirmed and
approved by the Board of Directors, and, with the exception of the President of
the Los Angeles County Police Chiefs Association, must be a Member with
personnel assigned to the taskforce.
8.03 Any vacancy on the Executive Committee shall be filled by the Board
within ninety (90) days of the vacancy.
ARTICLE 9
OFFICERS
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9.01 The Board shall nominate and elect a Chair, Vice Chair, and Secretary of
the Authority, each for a term of two (2) years, from among the Directors at its
last meeting of every other Fiscal Year. Each officer shall assume the duties of
the respective office upon election. If an officer ceases to be a member of the
Board, the resulting vacancy shall be filled at the next regular meeting of the
Board held after the vacancy occurs or at a special meeting of the Board called
to fill such vacancy. In the absence or inability of the Chair to act, the Vice Chair
shall act as Chair. The Chair shall preside at and conduct all meetings of the
Board. The Board may appoint such other officers as it considers necessary and
as provided in the Bylaws.
ARTICLE 10
COMMITTEES
10.01 The Board may establish advisory committees as it deems appropriate or
it may, in the Bylaws or by resolution, delegate such power to the Executive
Committee. Members of committees shall be appointed by the Board or the
Executive Committee. Each committee shall have those duties as determined by
the Board or the Executive Committee or as otherwise set forth in the Bylaws.
Each committee shall meet on the call of its chairperson, and shall report to the
Executive Committee and the Board as directed by the Board or the Executive
Committee.
ARTICLE 11
LIABILITY OF BOARD OF DIRECTORS, OFFICERS AND
COMMITTEE MEMBERS
11.01 The members of the Board of Directors, officers and committee members
of the Authority shall use ordinary care and reasonable diligence in the exercise
of their powers and in the performance of their duties pursuant to this Agreement.
No Director, officer or committee member shall be responsible for any
action taken or omitted by any other Director, officer or committee member. No
Director, officer or committee member shall be required to give a bond or other
security to guarantee the faithful performance of his or her duties pursuant to this
Agreement.
The Authority shall acquire and maintain insurance protection as is
necessary to protect the interest of the Authority and its Members in its
administration of the Authority in accordance with Section 14.06 below.
ARTICLE 12
STAFF
12.01 Principal Staff. The following staff members shall be appointed by and
serve at the pleasure of the Executive Committee:
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JV
a) Executive Director. The Executive Director shall administer the daily
business and activities of the Authority, subject to the general supervision and
policy direction of the Board and the Executive Committee; shall be responsible
for all minutes, notices and records of the Authority; shall administer all contracts;
may enter into contracts within authority set by the Board or Executive
Committee, and shall perform such other duties as are assigned by the Board or
Executive Committee. The Executive Director shall be a peace officer employed
by one of the Members or Associate Members of the Authority and shall have
obtained senior law enforcement management rank that will provide a range of
operational capability to the Authority.
b) Legal Counsel. With the approval of the Board, legal counsel shall
be provided by one or more Member agencies to serve as general counsel
( "General Counsel ") to the Authority, except to the extent that among those
agencies, conflicts of interest prevent such representation. The specific and
ongoing duties of General Counsel may be rotated, as determined among those
agencies, and shall be on a voluntary basis at no cost to the Authority. However,
nothing in this Agreement shall prevent or be construed to prevent the Authority
from seeking and engaging legal counsel from a private legal firm to handle any
matter, subject to the approval of the Executive Committee.
12.02 Support Staff. Subject to the approval of funding in the Authority's budget
and to the general supervision and direction of the Board and Executive
Committee, the Executive Director shall provide for the appointment of such
other staff as may be necessary for the administrative support of the Authority,
which staff shall be employees of the Authority. Upon mutual agreement, a
Member may provide supplemental administrative support services in exchange
for reimbursement by the Authority, or as a contribution credit for services.
Administrative personnel of a Member performing these functions remain
employees of the contributing Member, and are not employees of the Authority.
12.03 Treasurer and Controller. Pursuant to Section 6505.5 of the Act, the City
of La Verne Treasurer and Controller are hereby designated as the Treasurer
and Controller, respectively, of the Authority. The Treasurer shall be the
depository and have custody of all funds of the Authority. The Controller shall
assure that there shall be strict accountability of all funds and reporting of all
receipts and disbursements of the Authority. The Treasurer and Controller shall
have the duties and obligations set forth in Section 6505 and 6505.5 of the Act,
as those sections may be amended from time to time. To the extent permitted by
the Act, the Board of Directors may change the Treasurer and Controller of the
Authority to any person or entity that is authorized by the Act to occupy such
offices.
12.04 Compensation. With the exception of payments to the City of La Verne
for work performed by the Treasurer and Controller, per a written agreement
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approved by the Board of Directors for financial services, there shall be no direct
compensation paid by the Authority to any individuals contributed by a Member
or Associate Member agency to serve in the capacity as an officer of the
Authority, such as the Executive Director, Treasurer, General Counsel, or any
other individuals who are employed by a Member or Associate Member agency
and contributed to the Authority under this Article 12. The Authority shall
consider the services of such personnel as part of a formula for the purpose of
the distribution of proceeds from asset forfeiture seizures as provided in Section
5.01(k) to the contributing Member or Associate Member, unless direct
reimbursement is otherwise authorized pursuant to Section 12.02 or Section
13.06 of this Agreement.
12.05 Personnel Contributed by Members. Participating personnel (both sworn
and non - sworn) assigned to the Authority by a Member or Associate Member
shall not be considered employees or contractors of the Authority for any
purpose. Such personnel shall during the period of assignment remain
employees of the assigning Members or Associate Members.
ARTICLE 13
BUDGET, OPERATING FUNDS, AND AUDITS
13.01 Annual Budget. The Executive Director will prepare and submit to the
Board of Directors in sufficient time for revision and adoption prior to July 1 of
each year, the annual budget of the Authority for the next succeeding Fiscal
Year.
13.02 Disbursement of Funds. The Executive Director or his /her designee shall
cause to have warrants drawn for the payment of funds or disbursements and
such requisition for payment in accordance with rules, regulations, policies,
procedures, and by -laws adopted by the Board. The Executive Director may
apply for and receive and use credit cards for the sole purpose of conducting
Authority business in accordance with written rules and regulations adopted
pursuant to AB 1234.
13.03 Accounting. All funds received by the Authority shall be placed in the
custody of the Treasurer. These funds shall be given object accounts, and the
receipt, transfer, or disbursement of such funds during the term of this
Agreement shall be accounted for by the Controller in accordance with generally
accepted accounting principles applicable to governmental entities. There shall
be strict accountability of all funds by the Controller. All revenues and
expenditures shall be reported by the Controller to the Executive Committee on a
quarterly basis, unless otherwise required by the Board of Directors.
13.04 Approval of Expenditures. All expenditures within the approved budget
shall be made upon the approval of the Executive Director in accordance with the
rules, policies, and procedures adopted by the Board.
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13.05 Records and Audit. The Controller shall cause to be kept accurate and
correct books of account showing in detail all financial transactions of the
Members relating to the Authority, which books of account shall correctly show
any receipts and also any costs, expenses, or changes paid or to be paid to a
Member. Said books and records of the Authority in the hands of the Controller
shall be open to inspection at all times during normal business hours by any
representative of a Member, or by any accountant or other person authorized by
a Member to inspect said books of records. The Controller shall cause the books
of account and other financial records of Authority to be audited annually, or
biennially if so authorized by the Board of Directors, by an independent certified
public accountant and any cost of the audit shall be paid by the Authority. The
minimum requirements shall be those prescribed by the State Controller under
California Government Code section 26909 and in conformance with generally
accepted auditing standards. The annual audit, or biennial as the case may be,
shall be submitted to the Board of Directors and the Executive Committee when
completed.
13.06 Compensation of Contributed Personnel. All participating personnel
contributed and assigned to the Authority by a Member or Associate Member
shall have their salary, benefits, and overtime paid by the respective Member or
Associate Member. The Authority may, but is not obligated to, reimburse a
Member or Associate Member for the overtime of sworn personnel and /or for
salary, benefits and overtime of non -sworn personnel contributed for
administrative support as authorized by Section 5.01(1) and Section 12.02,
respectively and as approved by the Executive Director. It shall be the
responsibility of the Authority to institute an auditing system wherein the hours
worked by each individual will be documented and reported on a weekly basis,
listing case reference numbers for submission in a timely manner to the
individual's contributing agency.
ARTICLE 14
INDEMNIFICATION AND INSURANCES
14.01 Obligations of the Authority. The debts, liabilities and obligations of the
Authority ( "Authority Obligations ") shall be the debts, liabilities and obligations of
the Authority alone. The Authority Obligations shall not constitute debts, liabilities
and obligations of any individual Member, and the Members shall have no liability
therefore.
14.02 Contributed Member Employees. The Members acknowledge that each
Member may be contributing and assigning its own personnel to a cooperative
pool of personnel to provide service to the Authority. Each such contributing
Member shall be solely responsible for and retain all debts, liabilities, and other
obligations for all activities of its employees while acting in the course and scope
of their assignment to the Authority, and shall maintain sufficient insurance
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coverage, as determined by the Member, in effect at all times to cover any such
claim, loss, liability, or obligation, or otherwise provide for payment of such
liability. Members may elect to self insure any insurance obligation under this
Agreement.
14.03 Member Indemnity for General Liability of Contributed Employee. Except
as provided in Section 18.05, each Member shall protect, defend, indemnify, and
hold free and harmless the Authority and the other Members, their respective
elected and appointed boards, officials, officers, agents, volunteers, and
employees from and against any and all liabilities, damages, loss, cost, claims,
expenses, actions, or proceedings of any kind or nature caused by a contributed
employee of the Member who is performing Authority law enforcement or support
functions, including, but not by way of limitation, injury or death of any person,
injury or damage to any property, including consequential damages and
attorney's fees and costs, resulting or arising out of or in any way connected with
the alleged willful or negligent acts or alleged failure to act in the course and
scope of carrying out their responsibilities in the performance of their duties to
the Authority and for which each Member shall maintain sufficient liability
coverage, pooled self- insurance coverage, or a program of self- insurance, which
includes coverage for contractual promises to indemnify, in effect at all times as
determined by the Board of Directors, to cover any such damage claim, loss,
cost, expense, action, proceeding, liability, or obligation.
14.04 Member Indemnity for Workers Compensation Liability of Contributed
Employ. Each Member shall fully indemnify and hold harmless the Authority
and each other Member, its officers, employees and agents, from any claims,
losses, fines, expenses (including attorneys' fees and court costs or arbitration
costs), costs, damages or liabilities arising from or related to (1) any workers'
compensation claim or demand or other workers' compensation proceeding
arising from or related to, or claimed to arise from or relate to, employment which
is brought by an employee of the respective agency or any contract labor
provider retained by the law enforcement agency, or (2) any claim, demand, suit
or other proceeding arising from or related to, or claimed to arise from or relate
to, the status of employment (including without limitation, compensation,
demotion, promotion, discipline, termination, hiring, work assignment, transfer,
disability, leave or other such matters) which is brought by an employee of the
law enforcement agency or any contract labor provider retained by the law
enforcement agency.
14.05 Risk Management. The Authority shall employ the principles of sound risk
management in its operations. Risks of loss shall be identified, evaluated, and
treated in a manner that protects the Authority and each Member from adverse
financial consequences. This may be accomplished in part through the purchase
of appropriate commercial insurance. The Board of Directors may designate a
Risk Manager from one of the Members (the "Authority Risk Manager ") who shall
act in an advisory capacity to the Board to provide guidance in the area of risk
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management, loss control, insurance procurement, and claims management. The
Authority Risk Manager or his /her designee will be responsible for maintaining
the original insurance policies and other risk management and insurance
documents.
14.06 Authority Indemnity of Members The Authority shall protect, defend,
indemnify, and hold free and harmless the Members, their respective elected and
appointed boards, officials, officers, agents, volunteers, and employees from and
against any and all liabilities, damages, loss, cost, claims, expenses, actions, or
proceedings of any kind or nature caused by staff employed by the Authority
hired pursuant to Section 12.02 including, but not by way of limitation, injury or
death of any person, injury or damage to any property, including consequential
damages and attorney's fees and costs, resulting or arising out of or in any way
connected with the alleged willful or negligent acts or alleged failure to act in the
course and scope of carrying out their responsibilities in the performance of their
duties to the Authority.
ARTICLE 15
MEMBER RESPONSIBILITIES
15.01 Each Member shall have the following responsibilities:
a) To appoint its Director, or alternate as may be allowed, to or
remove from the Board as set forth in Article 6.
b) To consider proposed amendments to this Agreement as set forth
in Article 18.
c) To make contributions in the form of membership premiums,
assessments, and fees, if any, in accordance with the Bylaws and as determined
by the Board, for the purpose of defraying the costs of providing the annual
benefits accruing directly to each party from this Agreement. Any such
contributions are subject to approval by the governing bodies of Member
agencies from whom such contributions are sought.
d) To provide to the Authority such other information or assistance as
may be necessary for the Authority to carry out crime prevention programs as
determined by the Board.
ARTICLE 16
ADMISSION AND WITHDRAWAL OF PARTIES
16.01 Public agencies with law enforcement departments and federal and
California law enforcement agencies may become Members of the Authority
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41
upon approval and execution of this Agreement and under such terms and
conditions as are determined by the Bylaws and upon approval of the Board.
16.02 The Executive Director shall file a notice of this Agreement within 30 days
of its effective date with the office of the California Secretary of State, as required
by Government Code Section 6503.5. Upon any change in membership, the
Executive Director /Secretary shall file a notice of such change of membership
within 10 days of its effective date with the Secretary of State and with the county
clerk of each county in which the Authority maintains an office, as required by
Government Code Section 53051.
16.03 Members may withdraw from the Authority in accordance with the
following procedures and conditions:
a) A Member may withdraw as provided and in accordance with
Section 3.03 of this Agreement.
b) After the expiration of the period provided in Section 3.03, a
Member may withdraw as follows:
(1) Effective Date of Withdrawal for a Member or Associate
Member. Such withdrawal shall become effective sixty (60) days following the
giving of written notice of withdrawal of participation by any Member or Associate
Member agency to the Executive Director. This 60 -day period will provide for the
timely transfer of assignments and the selection of replacement personnel.
2) Disposition of Assets Upon Withdrawal. Upon the withdrawal of
a Member or Associate Member, that agency will receive its allocation of assets,
including asset forfeiture funds, accrued until the date of withdrawal. Such
allocation shall be reduced by the amount of any delinquent fees or assessments
owed by the Member or Associate Member.
16.04 The Board of Directors may terminate membership of any Member or
Associate Member upon majority vote of the entire Board, upon the effective date
set by the Board.
ARTICLE 17
DISSOLUTION AND DISPOSITION OF ASSETS
17.01 Except as provided herein, the Members agree that all supplies and
equipment purchased by the Authority shall be owned and controlled by the
Authority as its sole and separate property and not as property of any Member.
17.02 The Authority shall continue to exist and exercise the powers herein until
the Authority is terminated and dissolved by a vote of two- thirds of the entire
Board of Directors; provided, however, that no such dissolution shall be complete
and final until the Authority has satisfactorily disposed of all financial obligations
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and claims, distributed all assets, and performed all other functions deemed
necessary by the Board to conclude the affairs of the Authority.
17.03 Termination shall occur upon:
a) The written consent of two- thirds of the Board of Directors; and
b) Full satisfaction of all outstanding financial obligations of the
Authority; and
c) All other contractual obligations of the Authority have been
satisfied.
17.04 In the event of such termination of the Authority, any funds remaining
following the discharge of all debts and obligations shall be disposed of by
distribution to each Member who is on the Board immediately prior to the
termination of the Authority, a share of such funds proportionate to the
contribution made to the Authority by the Member which have accrued during its
participation, to the extent determined by the Board in its sole discretion to be fair
and equitable and consistent to the distribution of assets as specified in the
Bylaws.
17.05 Notwithstanding any other provisions of the Agreement, the Members
agree to abide by the following procedure for selling of equipment in the event
the Agreement is terminated. The equipment shall be given a fair market value
by an appraiser agreed upon by the Board. Before the equipment is sold on the
open market, each Member shall have the right to purchase the equipment at a
price and under terms as agreed upon by the Board which may include a
financing arrangement for the purchaser to allow for a transition period after the
termination of this Agreement. If an agreement cannot be reached concerning a
purchase of the equipment, then it shall be sold on the open market. Proceeds
from the sale of equipment upon termination of the Agreement shall be
distributed to the Members in a manner consistent with the distribution of assets
as provided in the Bylaws, and any modifications to that formula adopted by the
Board.
ARTICLE 18
MISCELLANEOUS
18.01 Amendments. This Agreement may
approval of the Members; provided, however,
that would adversely affect the interests of the
or other financial obligations of the Authority.
be amended with the majority
that no amendment may be made
owners of bonds, letters of credit,
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18.02 Notices. Any notice required or permitted to be made hereunder shall be
in writing and shall be delivered in the manner prescribed herein at the principal
place of business of each party. The party may give notice by:
Personal delivery;
E -mail;
U.S. Mail, first class postage prepaid;
Facsimile; or,
Any other method deemed appropriate by the Board.
At any time, by providing written notice to the other parties to this Agreement,
any party may change the place, facsimile number or e-mail for giving notice. All
written notices or correspondence sent in the described manner will be deemed
given to a party on whichever date occurs earliest:
The date of personal delivery;
The fifth business day following deposit in the U.S. mail, when sent by "first
class" mail; or,
The date of transmission, when sent by e-mail or facsimile.
18.03 Effective Date. This Agreement shall be effective at such time as provided
in Section 3.02.
18.04 Conflicts of Interest. No official, officer or employee of the Authority or any
Member shall have any financial interest, direct or indirect, in the Authority. Nor
shall any such officer or employee participate in any decision relating to the
Authority that affects his or her financial interests or those of a corporation,
partnership, or association in which he or she is directly or indirectly interested, in
violation of any State law or regulation. The Authority shall be subject to a Los
Angeles County Conflict of Interest Code, as adopted by the Board of
Supervisors, and must comply with all filing and other requirements as set forth
therein and in State law.
18.05 Dispute Resolution and Arbitration. Disputes regarding the interpretation
or application of any provision of this Agreement shall first, to the extent
reasonably feasible, be resolved by and between any Members, or by and
between any such Member and the Authority, through consultation between the
parties. In the event the parties cannot resolve their dispute, then the Executive
Committee shall form a subcommittee of three non - interested, objective
Members of the Executive Committee who may resolve the dispute.
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44
In the event the dispute cannot be resolved by the subcommittee of the
Executive Committee, as provided hereinabove, the parties to the dispute agree
to resolve the matter through non - binding mediation by a mediator to be mutually
selected by the disputing parties, unless the parties agree to a different process
for dispute resolution. Either Party may take other available legal actions only
after the procedures for alternative dispute resolution as specified in this Section
18.05 are complied with and completed.
18.06 Partial Invalidity. If any one or more of the terms, provisions, sections,
promises, covenants or conditions of this Agreement shall to any extent be
adjudged invalid, unenforceable or void for any reason whatsoever by a court of
competent jurisdiction, each and all of the remaining terms, provisions, sections,
promises, covenants and conditions of this Agreement shall not be affected
thereby and shall be valid and enforceable to the fullest extent permitted by law.
18.07 Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors of the Members hereto.
18.08 Assignment. No Member may assign any right, claim or interest it may
have under this Agreement, and no creditor, assignee or third party beneficiary of
any Member shall have any right, claim, or title to any part, share, interest, fund
or asset of the Authority.
18.09 Governing Law. This Agreement is made and to be performed in the
County of Los Angeles, State of California, and as such California substantive
and procedural law shall apply.
18.10 Headings. The section headings herein are for convenience only and are
not to be construed as modifying or governing the language of this Agreement.
18.11 Counterparts. This Agreement may be executed in counterparts.
18.12 Execution. The legislative body or governing body of each Member
enumerated herein have each authorized execution of this Agreement, as
evidenced by the authorized signatures below, respectively.
18.13 Entire Agreement. This Agreement, supersedes any and all other
agreements whether oral or written, between the parties hereto with respect to
the subject matter hereof and contains all of the covenants and agreements
between the parties with respect to said matter, and each party to this Agreement
acknowledges that no representations, inducements, promises, or agreements,
orally or otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not embodied herein, and that any other agreement or
modification of this Agreement shall be effective only if executed in writing and
signed by the Authority and all Members.
19 45
1 -27 -11
IN WITNESS WHEREOF, each Member has caused this Agreement to be
executed and attested by its proper officers thereunto duly authorized, its official
seals to be hereto affixed, as follows:
20 46
1 -27 -11
City of El Segundo Authorization
for Membership in the LOS ANGELES INTERAGENCY METROPOLITAN
POLICE APPREHENSION CRIME TASK FORCE
(L.A. IMPACT)
IN WITNESS WHEREOF, the City of El Segundo, by Resolution of its City
Council has caused this Joint Powers Agreement to be executed on its behalf by
the City Manager, and attested by the City Clerk, as of the date so executed
below.
Dated:
ATTEST:
EL SEGUNDO, CALIFORNIA
ZZ
Jack Wayt
City Manager
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
Cindy Mortesen By: Karl H. Berger
City Clerk Assistant City Attorney
21 47
1 -27 -11
RESOLUTION NO.
A RESOLUTION APPROVING THE LOS ANGELES INTERAGENCY
METROPOLITAN POLICE APPREHENSION CRIME TASK FORCE
JOINT POWERS AGREEMENT (LA IMPACT JPA); AUTHORIZING
THE CITY'S MEMBERSHIP IN LA IMPACT; AND AUTHORIZING THE
CITY MANAGER TO EXECUTE THE JPA AGREEMENT.
The City Council of the City of El Segundo does resolve as follows:
SECTION 1: The City Council finds and declares as follows:
A. The City recognizes the need for a regional crime task force with specialized
proficiency in the area of surveillance to effectively investigate major crimes;
B. The City currently participates in the Interagency Metropolitan Police
Apprehension Crime Task Force (LA IMPACT) as a signatory to a Memorandum
of Understanding, and supports the concept of formally organizing LA IMPACT
as a Joint Powers Authority to clarify the rights and duties of the LA IMPACT
members and to provide LA IMPACT with legal standing as an entity with its
own;
C. The Joint Powers Agreement (JPA) attached as Exhibit A, and incorporated by
reference, creates a Joint Powers Authority to coordinate a county -wide multi -
jurisdictional crime task force; and
D. The City desires to become a member of the LA IMPACT Authority.
SECTION 2: Pursuant to Government Code §§ 6500 -6515, the City Council approves the JPA
and authorizes the City's membership in the LA IMPACT Authority.
SECTION 3: The City Manager is authorized and directed to execute the LA IMPACT Joint
Powers Agreement to effectuate the intent of this Resolution. The City Manager, or designee, is
authorized to take such reasonable actions as may be required to implement the intent of this
Resolution.
SECTION 4: This Resolution will become effective immediately upon adoption and will
remain effective unless superseded or repealed.
PASSED AND ADOPTED this day of , 2011.
Eric Busch, Mayor
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
Karl H. Berger,
Assistant City Attorney
ATTEST:
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
I, , City Clerk of the City of El Segundo, California, do hereby certify that the whole
number of members of the City Council of said City is five; that the foregoing Resolution No.
was duly passed and adopted by said City Council, approved and signed by the Mayor of said
City, and attested to by the City Clerk of said City, all at a regular meeting of said Council held
on the day of 2011, and the same was so passed and adopted by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
City Clerk
49
EL SEGUNDO CITY COUNCIL MEETING DATE: March 1, 2011
AGENDA STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action regarding adoption of Plans and Specifications for the
installation of surveillance equipment at the City Police Station. Project No.: PW 11 -03
(Fiscal Impact: $100,000)
RECOMMENDED COUNCIL ACTION:
1. Adopt Plans and Specifications.
2. Authorize staff to advertise the project for receipt of construction bids.
Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
FISCAL IMPACT: Included in Adopted Budget
Amount Requested: $100,000.00
Additional Appropriation: No
Account Number(s): 120 - 400 - 0000 -8104
ORIGINATED BY: Maryam M. Jonas, Principal Engineer
REVIEWED BY: Stephanie Katsouleas, Public Works Director
APPROVED BY: Jack Wayt, City Manager
BACKGROUND AND DISCUSSION:
The use of surveillance equipment improves security for personnel as well as visitors and
provides invaluable information to law enforcement. The existing cameras at the City Police
Station provide limited surveillance and have no audio capabilities. In order to enhance security
at the City's Police Station, staff identified 35 locations that will benefit by the installation of
new equipment. To ensure uniformity of the surveillance technology, the equipment was
identified and secured for purchase by staff.
After completion of installation of the project, the equipment will be operated and maintained by
Police Department staff. In addition to improving security of the station, the new equipment will
be a potential deterrent against tampering and vandalism.
The total estimated cost of the installation is $100,000.00. Funds for this project have been
allocated from the Community Oriented Policing Services (COPS).
4
�Ji;
EL SEGUNDO CITY COUNCIL MEETING DATE: March 1, 2011
AGENDA STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action regarding approval of an agreement between the City
of El Segundo and Southern California Edison (SCE) to implement El Segundo Energy
Efficiency Strategic Planning Activities.
(Fiscal Impact: $$486,500 grant fund award)
RECOMMENDED COUNCIL ACTION:
1. Approve an Agreement between the City and SCE.
2. Authorize the City Manager to execute the agreement, in a form approved by the
City Attorney, related to the implementation of the Energy Efficiency Strategic
Plan
3. Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
Draft of the Agreement and Scope of Work
FISCAL IMPACT: None
Amount Requested: $
Additional Appropriation: No
Account Number(s):
ORIGINATED BY: Maryam M. Jonas, Principal Engineer M�-
REVIEWED BY: Stephanie Katsouleas, Public Works Director �-
APPROVED BY: Jack Wayt, City Manager
BACKGROUND AND DISCUSSION:
On November 20, 2009, the California Public Utility Commission in Decision 09 -09 -047
adopted energy efficiency portfolios for 2010 through 2012 for Southern California Edison
(SCE) and directed SCE to add $32 million to its 2010 -2012 energy efficiency program for local
government partnerships. The $32 million is to be used to solicit and fund "competitive
proposals from local governments in its service territory to pilot innovative local government
Strategic Plan strategies." Based on this authorization, SCE is funding programs that integrate
long -term energy efficiency and energy action planning.
El Segundo applied for energy efficiency grant funds in early 2010, and the City's proposal was
approved for implementation by SCE in April, 2010. El Segundo will receive $486,500 to
implement an energy efficiency educational program which includes an energy savings analysis
5
��
for the 2009 greenhouse gas inventory, a LEED certification policy, the development of an
energy action plan, code compliance training, an on -line permitting program and other program
standards for municipal facilities. The grant requires no match and as such will fully fund all
activities associated with the scope of work.
The program is expected to be implemented as soon as SCE issues El Segundo a letter to proceed
following approval of the Advice Letter by the California Public Utility Commission (expected
early March, 2011). The complete scope of work must be completed by September, 2012.
SOUTHERN CALIFORNIA EDISON
CALIFORNIA ENERGY EFFICIENCY STRATEGIC PLAN IMPLEMENTATION
CONTRACT
El Segundo Strategic Plan Activities
THIS CONTRACT FOR SERVICES ( "Contract ") is by and between SOUTHERN
CALIFORNIA EDISON ( "SCE ") and City of El Segundo ( "Implementer "), which Contract shall
be effective as of ( "Effective Date "). SCE and Implementer may be referred to
herein individually as a "Party" and collectively as the "Parties.
WHEREAS, on October 1, 2009 in Decision 09-09-47, the California Public Utilities
Commission ( "Commission ") authorized certain energy efficiency programs, including the
Energy Leader Partnership Program for the 2010-12 program cycle
WHEREAS, in Decision 09-09-047, the Commission further authorized SCE to
conduct a solicitation for certain energy efficiency strategic planning activities in
connection with, and to support, its approved Energy Leader Partnership Programs and
local governments generally;
WHEREAS, SCE has selected the Implementer to implement the El Segundo Strategic
Plan Activities (referred to hereinafter as the "Program "), promoting long-term energy
efficiency and climate action activities;
WHEREAS, the Implementer shall implement the Program for the benefit of certain
participating governmental jurisdictions and their constituents;
WHEREAS, the Parties desire to enter into an agreement that supersedes any and
all previous agreements, and sets forth the terms and conditions under which the Program
shall be implemented with respect to the Parties; and
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:
1.0 DEFINITIONS:
All terms used in the singular will be deemed to include the plural, and vice versa. The
words "herein," "hereto," and "hereunder" and words of similar import refer to this
Contract as a whole, including all exhibits or other attachments to this Contract, as the
same may from time to time be amended or supplemented, and not to any particular
subdivision contained in this Contract, except as the context clearly requires otherwise.
"Includes" or "including" when used herein is not intended to be exclusive, or to limit the
generality of the preceding words, and means "including without limitation." The word
"or" is not exclusive.
53
1. 1. Business Day: The period from one midnight to the following midnight,
excluding Saturdays, Sundays, and holidays.
1.2. Calendar Day: The period from one midnight to the following midnight,
including Saturdays, Sundays, and holidays. Unless otherwise specified, all days in
this Contract are Calendar Days.
1.3. Contract: This document issued by SCE to Implementer, as may be amended
in writing as provided herein, which authorizes the Work, states the terms and
conditions, and incorporates by reference the Statement of Work and any other
referenced documents, if applicable, all of which form the agreement (Contract)
between the Parties, with the following priority in the event of conflicting
provisions: Amendments, from the most recent to the earliest; the Statement of
Work; this Contract; and any other referenced documents.
1.4. Energy Efficiency Measure (or Measure): As used in the Commission's
Energy Efficiency Policy Manual, Version 4, August 2008.
1.5. EM &V: Evaluation, Measurement and Verification of the Program pursuant
to Commission requirements.
1.6. Implementer Budget: The approved maximum budget for funding the
performance by Implementer of the Program, as set forth in the Statement of Work
attached hereto as Exhibit A.
1.7. Incentive: As used in the Commission's Energy Efficiency Policy Manual,
Version 4, August 2008.
1.8. Jobsite: An SCE facility or designated third party property at or for which
the Work is performed.
1.9. Participating Municipality: Those jurisdictions or member cities that: (i) are
located in SCE's service territory; and (ii) have been selected by SCE and
Implementer to participate in the El Segundo Strategic Plan Activities as set forth
in the Statement of Work.
1.10. Program: The El Segundo Strategic Plan Activities program.
1.11. Public Goods Charge (PGC): The funds which makeup the Implementer
Budget and which are collected from electric utility ratepayers pursuant to Section
381 of the California Public Utilities Code for public purposes programs, including
energy efficiency programs approved by the Commission.
1.12. Statement of Work (SOW): A statement of the tasks to be performed by the
Implementer, commercial terms including the Implementer Budget, reporting
requirements and other necessary information, as set forth in Exhibit A and
incorporated herein as part of this Contract, as such SOW may be modified from
time to time as provided herein.
5�
1. 13. Subcontractor: An entity contracting directly or indirectly with a Party, or
any Subcontractor thereof, to furnish services or materials as part of or directly
related to such Party's Work obligations.
1.14. Work: The work authorized by SCE for the Program as set forth in this
Contract and as more fully described in the SOW attached hereto as Exhibit A.
2. PURPOSE
The Program is funded by California utility ratepayers and is administered by SCE under
the auspices of the Commission. The purpose of this Contract is to authorize the
expenditure of PGC funds to Implementer for services performed pursuant to the terms of
this Contract and to set forth the terms and conditions under which the Program will be
implemented. The work authorized pursuant to this Contract is not to be performed for
profit.
The Program was designed in furtherance of California's Long-Term Energy Efficiency
Strategic Plan adopted by the Commission in 2008 ( "Strategic Plan "). The Strategic Plan
was formulated and developed through a collaborative effort among key stakeholders,
including local governments, SCE and other California investor-owned utilities, and the
Commission's Energy Division, and provides a strategic menu list of options that local
governments can address during the 2010-2012 program cycle. The goal of the strategic
plan menu is to present activities centered on energy efficiency and to address the "Big,
Bold" strategies found in the Strategic Plan. The strategies are designed to embed and
institutionalize energy efficiency in policies, programs, and processes within local
governments.
3. AUTHORIZED WORK
3.1. Scope. The Work authorized under this Contract is set forth in the
Statement of Work (Exhibit A) and shall be performed pursuant to the terms of this
Contract.
3.2. Goals and Objectives. The Program is designed to meet the specific goals,
objectives and milestones within the schedule and budget set forth in the Statement
of Work (Exhibit A).
4. OBLIGATIONS OF PARTIES
4.1. General Obligations of Implementer.
4.1.1. Implementer will appoint a Program representative ( "Implementer
Representative ") who will be the primary contact between SCE and
Implementer, and who will be authorized to act on behalf of
Implementer in carrying out its obligations under this Contract. Such
appointment shall be communicated in writing to SCE's designated
5 r
J
Contract Program Manager within ten (10) Business Days following
execution of this Contract.
4.1.2. Implementer shall be responsible for achieving the goals and objectives
and producing the deliverables as set forth in the Statement of Work.
4.1.3. Implementer shall perform its Work obligations within the
Implementer Budget and in conformance with the schedule associated
with such Work as set forth in the Statement of Work, and shall
furnish the required labor, equipment and material with the degree of
skill, care and professionalism that is required by current professional
standards.
4.1.4. Implementer shall be primarily responsible for coordinating the
preparation of all Program-related documents, including all required
reporting of Implementer pursuant to Section 9, and any such other
reporting as may be requested by SCE. Implementer shall obtain the
approval of SCE prior to usage of any SCE Program documents or
other energy efficiency program documents or materials offered by
SCE.
4.1.5. Upon reasonable request, Implementer shall submit to SCE all
contracts, agreements or other requested documents with
Implementer's Subcontractors performing Work for the Program.
4.2. General Obligations of SCE.
4.2.1. SCE will appoint a Program representative ( "SCE Representative" or
"Contract Program Manager" ( "CPM ")) who will be the primary contact
between SCE and Implementer, and who will be authorized to act on
behalf of SCE in carrying out SCE's obligations under this Contract.
4.2.2. SCE shall administer the PGC funds authorized by the Commission for
the Program in accordance with this Contract.
5. MARKETING
5.1. Marketing Materials. Implementer shall obtain the approval of SCE when
developing Program marketing materials and prior to distribution, publication,
circulation, or dissemination in any way to the public by Implementer or by a
Participating Municipality. In addition, all advertising, marketing or otherwise
printed or reproduced material (including website material) used to implement,
refer to or is in anyway related to the Program must contain the respective name
and logo of SCE and, at a minimum, the following language: "This Program is
funded by California utility ratepayers and administered by Southern California
Edison under the auspices of the California Public Utilities Commission."
56
5.2. Outreach. Implementer shall obtain the approval of SCE prior to
implementation by Implementer or a Participating Municipality, of any public
outreach activities or campaigns for the Program (exhibits, displays, public
presentations, canvassing, etc.), and any marketing materials used in connection
with such outreach activity shall comply with all requirements of Section 6 of this
Contract.
5.3. Use of SCE Name. Implementer must receive prior review and written
approval from SCE for the use of SCE's name or logo on any marketing or other
Program materials. Implementer shall allow five (5) Business Days for SCE review
and approval. If Implementer has not received a response from SCE within the five
(5) Business Day period, then it shall be deemed that SCE has disapproved such
use.
5.4. Use of Commission's Name. No Party may use the name of the Commission
on marketing materials for the Program without prior written approval from the
Commission staff. In order to obtain this written approval, SCE must send a copy of
the planned materials to the Commission requesting approval to use the
Commission's name and /or logo. Notwithstanding the foregoing, the Parties shall
disclose their source of funding for the Program by stating prominently on
marketing materials that the Program is "funded by California ratepayers under
the auspices of the California Public Utilities Commission."
6. CONTROL OF WORK
6.1 Compliance with Work Schedule: Implementer shall perform the Work in
compliance with the Work schedule set forth in the Statement of Work. If
performance of the Work (including any task, or achievement of any goals or
objectives outlined in the Statement of Work) is delayed beyond the schedule for any
reason, or if Implementer is aware that such Work will be delayed for any reason,
Implementer shall notify the SCE Representative within thirty (30) Business Days
in writing. SCE may, in its sole discretion, accept the delay, reduce the Work and
Implementer Budget accordingly, or terminate the Contract, within thirty (30)
Business Days following receipt of such written notice of delay from Implementer.
Failure of Implementer to notify SCE in writing of such delay in the Work schedule
within thirty (30) Business Days shall constitute a breach of this Contract and SCE
may exercise any of the remedies set forth in this Section or in Section 23.
6.2 Changes to Work:
6.2.1 Changes. SCE may at any time make changes to the Work including
additions, reductions, and changes to any or all of the Work, as
directed in writing by the SCE Representative. Such changes may be
made with a Change Order. The Implementer Budget and Work
schedule shall be equitably adjusted, if required, to account for such
changes and shall be set forth in a Change Order.
6.2.2 SCE Authority To Shift Funds Or Modify: SCE, in its sole discretion,
may reallocate funds among the programs in its energy efficiency
portfolio, or modify in anyway the program, funding or Work. In the
event that SCE elects to change or modify the funding, program or
Work, Implementer shall be notified in writing and if applicable by a
Change Order to this Contract. Such Change Order will specify any
changes to the Implementer's Scope of Work and may increase,
decrease, or terminate overall program funding.
6.3 Stop Work Procedures: SCE may suspend Implementer's Work at any time
upon notice to Implementer for convenience or for cause, including, without
limitation, program funding, program implementation or management, safety
concerns, fraud or complaints. Implementer shall stop performing the Work
immediately upon receipt of such notice. Implementer shall resume the Work only
upon receiving written notice from SCE that it may do so.
6.4 Key Personnel: Implementer shall deliver to SCE a list of Implementer's key
personnel prior to commencing the Work. Any change to Implementer's key
personnel shall be pre-approved by SCE; provided, however, that an unplanned
personnel change shall be reported to the SCE Representative immediately. The
Implementer shall designate a person that shall coordinate all Work and
communicate regularly for the Implementer with the SCE Representative.
Implementer shall promptly replace any key personnel if requested by the SCE
Representative, provided however, that this provision does not in any way require,
endorse or approve (expressed or implied) the termination of employment by the
Implementer of any employee replaced under the terms of this paragraph.
6.5 Subcontractors: Any Work subcontracted by Implementer shall be identified
as such in the Contract and any Work subcontracted to an Implementer's affiliated
entity shall be similarly specifically identified. For any subcontracted Work, the
prior written approval of the SCE Representative shall be required for each
Subcontractor, the activities to be performed, and the related charges. Implementer
shall at all times be responsible for the Work, and for the acts and omissions of
Subcontractors and persons directly or indirectly employed by them. Implementer
shall be solely responsible and liable for ensuring that the terms and conditions of
all subcontracts are in accordance with this Contract, including but not limited to
all invoicing requirements. Any review or approval by SCE of a Subcontractor or a
subcontract shall not relieve Implementer of its obligations hereunder.
6.6 Additional Instructions: If Implementer receives any verbal or written
instructions for performance of Work from SCE personnel other than the SCE
Representative, Implementer shall promptly reconfirm such instructions with the
SCE Representative and request that a corresponding Change Order be issued as
necessary.
6.7 Emergencies In an emergency endangering life or property, Implementer
shall: a) perform Work or such other services or work as is necessary to meet the
emergency; and b) immediately notify SCE.
6.8 Drafts: Draft copies of required reports shall be submitted to the SCE
Representative for review for contractual compliance, satisfaction of SCE needs and
good professional practices, comments, and approval, prior to the due date of such
reports.
6.9 Inspection: SCE authorized representatives shall have the right of access to
and inspection of Implementer's facilities and /or locations at reasonable times
during regular business hours regarding performance of the Work.
6.10 Uncontrollable Forces: Implementer shall not be liable for delay in the Work
Schedule or inability to perform the Work due to any cause beyond its reasonable
control, such as strike, flood, fire, lightning, epidemic, quarantine restriction, war,
sabotage, act of a public enemy, earthquake, or critical material unavailability;
provided that Implementer promptly notifies SCE in writing of the nature, cause,
date of commencement, and expected impact of the event and has exercised due
diligence in proceeding to meet the Work Schedule. SCE shall extend the Work
Schedule for an equitable period due to such causes without any change in the
Contract price.
7. FITNESS FOR DUTY / JOBSITE ACCESS REQUIREMENTS
7.1 Fitness for Duty:
7.1.1 Implementer and its Subcontractor personnel on a Jobsite:
(i) Shall report for work in a manner fit to do their job;
(ii) Shall not be under the influence of or in possession of any alcoholic
beverages or of any controlled substance (except a controlled
substance as prescribed by a physician for such person so long as the
performance or safety of the Work is not affected thereby); and
(iii) Shall not have been convicted of any serious criminal offense which,
by its nature, may have a discernible adverse impact on the business
or reputation of SCE.
7.1.2 Inspection: To the extent applicable (i.e., any Work is performed on SCE
owned or leased property), searches by SCE authorized representatives may
be made of lockers, storage areas, vehicles, persons or personal effects on
SCE owned, or leased property at various times without prior
announcement. Such facility inspections may be conducted using detection
dog teams to search work areas and other common areas in order to detect
evidence of unlawful drug use or the presence of pyrotechnics, explosives,
firearms, weapons, or facsimiles thereof, alcoholic beverages and illegal
drugs ( "Prohibited Items "). Prohibited Items must not be brought onto, or
kept on, SCE property.
7.1.3 Compliance: Implementer shall advise its employees of the requirement of
this Section 7.1 ( "Fitness for Duty Requirements ") before they enter on the
Jobsite and shall immediately remove from the Jobsite any employee
determined to be in violation of these requirements. Implementer shall
impose these requirements on its Subcontractors. SCE may cancel the
Contract if Implementer violates these Fitness for Duty Requirements.
7.2. JOBSITE ACCESS REQUIREMENTS
cJ.
7.2.1 Notification of Convictions: During application for Jobsite access, and /or
during the Work, Implementer shall immediately notify SCE whenever
Implementer becomes aware of evidence that any Implementer's or its
Subcontractors' employee, who has, or will have, Jobsite access, has been
convicted of a serious criminal offense.
7.2.2 Visitor Badge Requirement All visitors to a particular Jobsite must comply
with that Jobsite's visitor access requirements.
7.3. Sexual Harassment: SCE supports a diverse work force and prohibits unlawful
employment discrimination and harassment of every kind, including sexual
harassment, in accordance with state and federal laws. Whenever present on SCE
property or facilities, Implementer shall require its employees, Subcontractors, agents
to comply with all applicable federal and state statutes, acts, regulations, codes and
standards prohibiting conduct that might reasonably be construed as violating state or
federal equal opportunity laws, including conduct such as making sexually suggestive
jokes or remarks, touching, assaulting, making gestures of a sexual or suggestive
nature, and impeding or blocking any SCE employee's, subcontractor's or agent's
movement.
8. DOUBLE DIPPING PROHIBITED
If, in performing its respective Work obligations, Implementer engages contractors or
vendors who provide incentives or services to SCE customers, Implementer shall take all
appropriate steps to minimize double-dipping. As applicable:
8.1. Prior to providing incentives or services to any eligible customer,
Implementer shall require its Subcontractors to obtain a signed form from such
eligible customer stating that:
8.1.1. Such eligible customer has not received incentives or services for the
same measure from any other SCE program or from another utility,
state, or local program; and
8.1.2. Such eligible customer agrees not to apply for or receive Incentives or
services for the same measure from any other SCE program or from
another utility, state, or local program.
Each Party shall keep its customer-signed forms for at least five (5) years
after the expiration or termination of this Contract.
8.2. No Party shall knowingly provide an incentive to a Participating
Municipality, or make payment to a Subcontractor, who is receiving compensation
for the same product or service either through another ratepayer funded program,
or through any other funding source.
9. REPORTING /EM &V
9.1. Reporting. The Parties shall implement all reporting requirements set forth
in the Statement of Work, including Appendix A and B of the Statement of Work.
The reporting requirements set forth in such Appendix B will be amended when
issued by the Commission for the 2010 -2012 Program cycle, and may be amended
from time to time thereafter at the discretion of the Commission. Upon issuance by
the Commission of revised reporting requirements for 2010-12 related to the
Program, such Commission- approved reporting requirements shall replace the
reporting requirements set forth in Appendix B of the Statement of Work in their
entirety upon written notice to the Implementer, which notice shall include a copy
of the revised Appendix B.
9.2. EM &V. The evaluators will be asked to prepare a Program logic model based
upon the written proposal and on interviews with the Implementer. Research issues
will be defined in collaboration with SCE program managers and may include
questions such as: How well were program activities documented? How effectively
was the proposed plan implemented? What could be done to improve the plan's
effectiveness? Who are the decision- makers, and what information did they use to
make their decisions?
10. PAYMENTS /COMMERCIAL TERMS
10.1. Implementer Budget. The Implementer Budget is set forth in the Statement
of Work. Implementer shall not be entitled to compensation in excess of the
Implementer Budget without a Change Order issued and signed by SCE.
10.2. Time and Material Basis. All Work will be performed on a time and material
basis and subject to the following general provisions:
10.2.1. General Provisions.
a. All charges shall be directly identifiable to, and required for
the Work.
b. Any charges for overtime shall require the prior written
approval of the SCE Representative. Overtime rates shall be
authorized and charged only for non-exempt personnel.
C. Implementer shall complete the Work within the amount
authorized by the Contract and in accordance with the Work
Schedule. Implementer shall notify SCE's procurement agent
responsible for the Contract and the SCE Representative at
such time that it becomes reasonably apparent that the
forecasted cumulative charges will exceed any amounts
authorized by the Contract (whether by task, total amount of
Contract, or both). Implementer shall not proceed with or be
reimbursed for any Work performed, either beyond the
effective period of the Contract, or exceeding the authorized
amounts of the Contract, without a Change Order.
10.2.2 Labor Related Costs Under Time and Material Basis. Implementer
shall invoice SCE at the fixed hourly rates for the applicable labor
[� 4
1
categories stated in the Contract for time spent directly engaged in
performance of the Work by Implementer's employees. Such fixed
hourly rates shall be inclusive of all of Implementer's overhead costs
(including all taxes and insurance), administrative and general fees,
and profit.
10.2.3 Invoices. Implementer shall submit monthly invoices for the costs
incurred in the prior month and shall include a cost breakdown for
each task identified in the Statement of Work. Each invoice shall
include
10.2.3.1 Status
a.
SCE's Contract number.
b.
Task Description.
c.
Cost incurred to date.
d.
Current monthly amount invoiced.
e.
Cumulative amount invoiced to date.
f.
Current monthly and cumulative amounts authorized,
and justification for all variances between amounts
authorized and incurred or invoiced.
g.
Statement of deliverables for the period.
10.2.3.2 Labor
a.
Dates worked.
b.
Personnel name, work hours and classification.
c.
Personnel Fixed rate.
d.
Description of Work performed by task.
e.
Completion of Appendix "C" of the Statement of Work.
10.2.3.3 Reimbursable expenses (pre-approved by SCE)
a.
Material costs.
b.
Subcontract costs.
c.
Out-of-Pocket expenses.
d.
Travel costs.
10.2.4 Expenses. All reimbursable expenses shall be authorized by SCE in
writing prior to the expenditure. Any expenses not so approved by
SCE shall not be reimbursed. All expenses shall be charged at cost,
without mark-up, and shall be necessary, reasonable and ordinary.
10.2.4.1 Material Costs. Material costs shall be substantiated with
an invoice stating the unit price, quantity, and other information as
required to identify the Work.
10.2.4.2 Subcontract Costs. Subcontracted Work shall be charged at
the rates actually paid by Implementer, not to exceed the rates set
forth in the Contract for Work by the Implementer. Implementer shall
provide Subcontractor invoices for any Implementer invoice that
includes Subcontractor costs.
10.2.4.3 Out-of-Pocket expenses. Miscellaneous costs such as
telephone communications, routine copying, electronic mail,
facsimiles, computer time and in-house technical software are deemed
to be included in Implementer's overhead costs will not be
reimbursed.
10.2.4.4 Travel Costs. Approved air travel costs shall in no case
exceed economy or coach fare, whichever is reasonably available.
Automobile travel from Implementer's office to the Jobsite and to
SCE's general offices shall be paid at the fixed mileage rate stated in
the Contract, or if not stated, at SCE's rate for SCE employees.
10.2.5 Final Invoice. The final invoice shall be marked "FINAL" and must
be received by SCE within sixty (60) calendar days after completion of
the Work. SCE shall not be liable for payment of any late invoices
that are received by SCE beyond the 60 days.
10.2.6 Invoice Deficiencies. In the event SCE determines that Implementer's
(or any of its subcontractors) invoices do not meet the invoicing
requirements of the Contract, SCE will notify Implementer of the
deficiencies and Implementer shall correct such deficiencies promptly.
10.2.7 Payment by SCE. SCE shall pay each correct invoice, submitted in
accordance with the terms of the Contract, within thirty (30) days of
SCE's receipt of the correct invoice in SCE's Accounts Payable
Division.
10.2.8 Records. Implementer shall maintain, for a period of five (5) years
after final payment, complete accounting records (and supporting
documentation) of all invoiced costs. SCE reserves the right to audit
and copy any applicable documents related to the Work hours, all
costs and expenses invoiced, and task completion records. Each
invoice shall list the number of the Contract covered by such invoice.
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11. COMPLIANCE WITH LAW; PERMITS, STATUTES AND CODES
11.1. The Implementer shall comply with, and shall ensure that the Work shall
comply with the applicable requirements of all statutes, acts, ordinances,
regulations, codes, and standards of federal, state, local and foreign governments,
and all agencies thereof.
11.2. Implementer shall conform to the applicable employment practices
requirements of (Presidential) Executive Order 11246 of September 24, 1965, as
amended, and applicable regulations promulgated thereunder.
11.3 Implementer Policy for Web Accessibility.
If an Implementer currently hosts and manages a web site, on behalf of SCE, that
contains public, customer-facing pages, content and /or transactions that is not
already web accessible and compliant with Web Content Accessibility Guidelines
version 2.0, Level AA (WCAG 2.0, Level AA), the Implementer must make updates
to the web site pages, content and /or transactions to meet web accessibility
compliance, unless Implementer is not required by law to comply.
As such, Implementers who plan to or currently host and maintain web sites that
include web pages, content and /or transactions for SCE shall agree to the following
terms regarding current and /or planned web sites unless Implementer is not
required to do so by law:
11.3.1 All public facing web pages, transactions and content, including
multi-media and interactive content and forms targeted for SCE
customers, shall be made web accessible and meet the standards
defined in WCAG 2.0, Level AA. Multi-media and interactive content
within the scope of these terms include, and are not limited to, image
files, video files, audio files, Flash movies and applications, Flex
applications, Silverlight applications, functionality developed with
AJAX and /or any other interactive technology not otherwise specified
but utilized to serve up information and /or transactions on the web.
11.3.2 Attachments that are posted on a web page for download must also be
made web accessible. Attachments include, and are not limited to,
Adobe Acrobat PDF files, Microsoft Office files, or any other type of
file intended for a customer to download and review offline. An
exception may be allowed only if the content contained within the
download is already offered on the web site in a web accessible
format, and the downloadable attachment is duplicative to the content
or transaction displayed on web pages. Such exceptions must be
documented and requested by the Implementer, agreed upon by both
Implementer and SCE, and granted by SCE prior to declaring any
attachment exempt from web accessibility compliance.
11.3.3 Implementers must include compliance with WCAG 2.0, Level AA
guidelines as part of the base system requirements for any work
61 4
completed for SCE. Implementers are responsible for testing
proposed web pages, content and /or transactions, and confirming
compliance with WCAG 2.0 Level AA guidelines. Proof of testing may
be documented in the form of test plans, test scripts, test results,
and/or web accessibility audits (performed by the Implementer itself
or an external party). SCE may, at any time, request for such
documentation to confirm that testing was completed and that the
published web page, content and /or transaction satisfies web
accessibility compliance with WCAG 2.0, Level AA.
11.3.4 Upon deployment (i.e. publication for external consumption) of web
accessible pages, content and /or transactions, Implementer must, to
the best of its abilities, maintain compliance with WCAG 2.0, Level
AA for as long as the web pages, content and /or transactions are made
publicly available on the third-party hosted web site:
11.3.4.1 If Implementer must edit, enhance, modify, or update web
pages, content and /or transactions, Implementer agrees to (re-
)test for web accessibility compliance, and document test
results to prove that said content continues to maintain web
accessibility compliance. SCE may, at any time, request for
such documentation to confirm that testing was completed and
that the published web page, content and /or transaction
satisfies web accessibility compliance with WCAG 2.0, Level
AA.
11.3.4.2 On a periodic basis, SCE may perform audits on the third -
party hosted site to assess web accessibility compliance.
Audits may be completed by manual evaluation or through the
use of an automated testing tool. If SCE identifies any content
that was previously communicated as being compliant but is
subsequently found to be in violation, 1) SCE will identify, in
writing, the specific web page, content or transaction form
where the violation is found, the specific WCAG 2.0, Level AA
guideline that has been violated, and what the specific
violation is determined to be; 2) Implementer agrees to correct
the item(s) in violation on its own accord, with no cost impact
to SCE, in a timeframe that both SCE and Implementer agree
to, not to exceed 30 calendar days.
11.3.4.3 SCE requires an annual web accessibility audit of SCE's
web properties by an independent auditor. Any part or all
pages of a third-party hosted web site may be included in the
annual audit. If the independent auditor identifies any web
page, content or transaction that was previously
communicated as being compliant but is subsequently found to
be in violation, 1) Auditor will identify, in writing, the specific
web page content or transaction form where the violation is
6;,
found, the specific WCAG 2.0, Level AA guideline that has
been violated, and what the specific violation is determined to
be; 2) SCE shall provide Implementer with audit report, 3)
Implementer agrees to correct the item(s) in violation on its
own accord, with no cost impact to SCE, in a timeframe that
both SCE and Implementer agree to, not to exceed 30 calendar
days.
11.3.5 If an existing third-party hosted web site utilizes a commercial off -
the-shelf third-party software package to deliver any type of
functionality that is customer-facing, the Implementer must work
with the software manufacturer to determine whether the software
produces web-accessible pages, content and /or transactions.
11.3.5.1 If the software manufacturer is unable to provide a product
that produces web pages, content and/or transactions that
meet WCAG 2.0, Level AA guidelines, the Implementer shall
request the software manufacturer to produce such limitations
in writing (i.e. in the form of product specifications, formal
response from software manufacturer's technical support) and
subsequently provide such documentation to SCE.
11.3.5.2 If the software manufacturer is unable to provide a product
that produces web pages, content and /or transactions that
meet WCAG 2.0, Level AA guidelines, the Implementer agrees
to pursue, in good faith, an alternate product that can provide
equivalent functionality and satisfy WCAG 2.0, Level AA web
accessibility compliance requirements.
11.3.6 If an Implementer plans to utilize a commercial off-the-shelf third -
party software package to deliver any type of functionality that is
customer-facing for a future web site, the Implementer agrees to
pursue, in good faith, a product that can meet the desired business
functionality requirements and WCAG 2.0, Level AA web accessibility
compliance requirements.
11.3.6.1 If the Implementer is unable to locate a product that meets
both business functionality requirements and web accessibility
compliance requirements, the Implementer must communicate
such limitations, in writing, and justify the software selection
choice. Implementer shall also request the software
manufacturer of desired product to produce such limitations in
writing (i.e. in the form of product specifications, formal
response from software manufacturer's technical support) and
subsequently provide such documentation to SCE. SCE shall
reserve final decision-making authority to approve the usage of
such software to deliver desired business functionality.]
12. INDEMNITY /CONSEQUENTIAL DAMAGES
12.1. Indemnity. Implementer shall indemnify, defend and hold harmless SCE,
and its respective successors, assigns, affiliates, subsidiaries, current and future
parent companies, officers, directors, agents, and employees, from and against any
and all expenses, claims, losses, damages, liabilities or actions in respect thereof
(including reasonable attorneys' fees) to the extent arising from (a) any act or
omission of Implementer, its Subcontractors, or any of their respective employees,
officers and agents, relating to this Contract, or (b) Implementer's breach of this
Contract or of any representation or warranty of Implementer contained in this
Contract.
12.2. NO CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE
TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES WHATSOEVER WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY INCLUDING, BUT
NOT LIMITED TO, LOSS OF USE OF OR UNDER-UTILIZATION OF LABOR OR
FACILITIES, LOSS OF REVENUE OR ANTICIPATED PROFITS, COST OF
REPLACEMENT POWER OR CLAIMS FROM CUSTOMERS, RESULTING FROM
A PARTY'S PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS
HEREUNDER, OR IN THE EVENT OF SUSPENSION OF THE WORK OR
TERMINATION OF THIS CONTRACT.
13. DEVELOPMENTS /PROPRIETARY RIGHTS
13.1. Ownership. The Parties acknowledge and agree that SCE, on behalf of its
customers, shall own all deliverables, data, reports, information, manuals, computer
programs, works of authorship, designs or improvements of equipment, tools or
processes (collectively "Developments ") or other written, recorded, photographic or
visual materials, intellectual property, inventions and trade secrets and all
deliverables produced in the performance of this Contract, whether proprietary or
non-proprietary; provided, however, that Developments do not include equipment or
infrastructure purchased for research, development, education or demonstration
related to energy efficiency. Although Implementer shall retain no ownership,
interest, or title in the Developments except as may otherwise be provided in this
Contract, it will have a permanent, royalty free, non-exclusive license to use such
Developments.
13.2. Risk of Loss. Implementer shall have risk of loss of or damage to the
undelivered Developments until completion of the Work.
13.3. Infringement.
13.3.1. Implementer represents and warrants that the Work performed by
Implementer and /or its Subcontractors shall be free of any claim of
trade secret, trade mark, trade name, copyright, or patent
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infringement or other violations of any proprietary rights of any
person.
13.3.2.Implementer shall defend, indemnify and hold harmless, SCE, its
officers, agents, employees, successors and assigns from and against
any and all liability, damages, losses, claims, demands, actions, causes
of action, and costs including reasonable attorney's fees and expenses
arising out of any claim, demand, or charge that use of the Work or
Developments infringe upon any trade secret, trademark, trade name,
copyright, patent, or other intellectual property rights.
14. INSURANCE
14.1. Implementer will maintain, and shall require its Subcontractors to maintain,
the following insurance coverage or self insurance coverage, at all times during the
term of this Contract, with companies having an A.M. Best rating of "A-, VII" or
better, or equivalent:
14.1.1. Workers' Compensation: statutory minimum.
14.1.2. Employer's Liability coverage: $1 million minimum.
14.1.3. Commercial General Liability: $2 million minimum
per occurrence /$4 million minimum aggregate.
Such insurances shall acknowledge SCE, its officers, agents and employees as
additional insureds, be primary for all purposes, contain standard cross -
liability or severability of interest provisions, and waive all rights of
subrogation against SCE its officers, agents, employees and other contractors
or Subcontractors.
14.1.4. Commercial or Business Auto: $1 million minimum.
Such insurance shall acknowledge SCE, its officers, agents and employees as
additional insured and be primary for all purposes.
14.1.5. Professional Liability (if applicable) : $1 million minimum.
14.2. Evidence of Insurance. Upon request at any time during the term of this
Contract, Implementer shall provide evidence that its insurance policies and the
insurance policies of any Subcontractor, as provided in this Section are in full force
and effect, and provide the coverage and limits of insurance that Implementer has
represented and warranted herein to maintain at all times during the term of this
Contract.
14.3. Self-Insurance. If Implementer is self-insured, it shall upon request forward
documentation to SCE that demonstrates to SCE's satisfaction that Implementer
self-insures as a matter of normal business practice before commencing the Work.
SCE will accept reasonable proof of self-insurance comparable to the above
requirements.
14.4. Notice of Claims. Implementer shall immediately report to SCE, and
promptly thereafter confirm in writing, the occurrence of any injury, loss or damage
incurred by Implementer or its Subcontractors or their receipt of notice or
knowledge of any claim by a third party of any occurrence that might give rise to
such a claim.
14.5. Insurance Indemnification. If Implementer fails to comply with any of the
provisions of this Section, "INSURANCE ", or any insurance requirements in the
Contract, Implementer shall, at its own cost, defend, indemnify, and hold harmless
SCE, its affiliates and their officers, directors, agents, employees, assigns, and
successors in interest, from and against any and all liability, damages, losses,
claims, demands, actions, causes of action, costs, including attorney's fees and
expenses, or any of them, arising out of or in connection with the performance or
non-performance of the Work by Implementer or any Subcontractor, or their
officers, directors, employees or agents to the extent that SCE would have been
protected had Implementer complied with all of the provisions of this Section.
15. CUSTOMER CONFIDENTIALITY REQUIREMENTS
15.1. Non-Disclosure. SCE is informed that Implementer is a public entity.
Except as otherwise provided by law including, without limitation, the California
Public Records Act (Government Code §§ 6250, et seq.) Implementer, its employees,
agents and Subcontractors shall not disclose any Confidential Customer
Information (defined below) to any third party during the term of this Contract or
after its completion, without Implementer having obtained the prior written consent
of SCE. Notwithstanding any other provisions in the Contract, Implementer's
nondisclosure obligations with respect to SCE Confidential Customer Information
shall survive any expiration or termination of the Contract in perpetuity.
15.2. Confidential Customer Information. "Confidential Customer Information"
includes, but is not limited to, an SCE customer's name, address, telephone number,
account number and all billing and usage information, as well as any SCE
customer's information that is marked "confidential ". If Implementer is uncertain
whether any information should be considered Confidential Customer Information,
Implementer shall contact SCE prior to disclosing the customer information.
15.3. Non-Disclosure Agreement. Prior to any approved disclosure of Confidential
Customer Information, SCE may require Implementer to enter into a nondisclosure
agreement.
15.4. Commission Proceedings. This provision does not prohibit Implementer from
disclosing non-confidential information concerning the Work to the Commission in
any Commission proceeding, or any Commission- sanctioned meeting or proceeding
or other public forum.
15.5. Return of Confidential Information. Confidential Customer Information
(including all copies, backups and abstracts thereof) provided to Implementer by
SCE, and any and all documents and materials containing such Confidential
Customer Information or produced by Implementer based on such Confidential
Customer Information (including all copies, backups and abstracts thereof), during
the performance of this Contract shall be returned upon written request by SCE.
15.6. Remedies. The Parties acknowledge that Confidential Customer Information
is valuable and unique, and that damages would be an inadequate remedy for
breach of this Section 15 and the obligations of the Parties are specifically
enforceable. Accordingly, the Parties agree that in the event of a breach or
threatened breach of this Section 15 by Implementer, SCE shall be entitled to seek
and obtain an injunction preventing such breach, without the necessity of proving
damages or posting any bond. Any such relief shall be in addition to, and not in lieu
of, money damages or any other available legal or equitable remedy.
16. SECURITY INCIDENT PROVISIONS
16.1. SCE Personal Information.
16.1.1. Definition. SCE Personal Information is defined as any information in
the possession or under the control of SCE or any of its affiliates, or
that is furnished or made available by SCE or any of its affiliates to
Implementer, that identifies, relates to, describes, or is capable of
being associated with, any particular individual (whether SCE
employee, customer, or otherwise), including, but not limited to, his or
her name, signature, social security number, physical characteristics
or description, address, telephone number, passport number, driver's
license or state identification card number, insurance policy number,
medical information or health insurance information, education,
employment, employment history, bank account number, credit card
number, debit card number, or any other financial information.
16.2. Nondisclosure of SCE Personal Information. Implementer, its employees,
agents and Subcontractors shall not disclose any SCE Personal Information (defined
above) to any third party during the term of this Contract or after its completion,
without Implementer having obtained the prior written consent of SCE, except as
provided by law, lawful court order or subpoena and provided Implementer gives
SCE advance written notice of such order or subpoena.
16.2.1. Notwithstanding any other provision in the Contract or Contract,
Implementer's nondisclosure obligations with respect to SCE Personal
Information shall survive any expiration or termination of the
Contract in perpetuity. Upon the expiration or termination of the
Contract, or at any time upon request of SCE, all SCE Personal
Information in any medium, including all copies or parts thereof, shall
be returned to SCE or destroyed, except that Implementer may retain
one copy of any materials prepared by Implementer containing or
reflecting SCE Personal Information if necessary for compliance with
its internal record-keeping or quality assurance requirements only. If
destroyed, such destruction shall be certified in writing by
Implementer.
Security Incidents. This section shall apply only to the extent Implementer is in possession
or control of SCE Personal Information or SCE Confidential Customer Information. [Note:
Due to Privacy issues & cases, these provisions are now required in all Utility Terms &
Conditions, , but apply only to the extent that Implementer will have such access to such
SCE information — probably not in this Scope of Work Here is your PO #25993 for City of
El Segundo. Please reference PO number when you send invoices to A/P.
16.3. Please copy me on these invoices as well.
16.2.1 Security Incident Response Plan. Implementer shall develop,
implement and maintain a written plan and process for preventing,
detecting, identifying, reporting, tracking and remediating Security
Incidents ( "Security Incident Response Plan" or "SIRP "). A Security Incident
shall mean an event or set of circumstances that results in a reasonable
expectation of a compromise of the security, confidentiality or integrity of
SCE data or information under the Implementer's control. Examples of
Security Incidents include are but not limited to:
(i) Security breaches to Implementer's network perimeter or to
internal applications resulting in potential compromise of SCE data
or information.
(ii) Loss of physical devices or media, e.g., laptops, portable media,
paper files, etc., containing SCE data.
(iii) Lapses in, or degradation of, Implementer's security controls,
methods, processes or procedures.
(iv) The unauthorized disclosure of SCE data or information.
(v) Any and all incidents adversely affecting SCE's or its affiliates', as
the case may be, information assets.
16.2.2 SIRP General Requirements. Implementer's SIRP will include
Security Incident handling and response procedures, specific contacts
in an event of a Security Incident, the contacts' roles and
responsibilities, and their plans to notify SCE or its affiliates, as the
case may be, concerning the Security Incident. The SIRP must be
based on and meet all requirements of the following:
16.2.2.1 U.S. federal and applicable state laws, statutes and
regulations concerning the custody, care and integrity of data
and information. In particular and without limitation,
Implementer shall ensure that its SIRP and its business
practices in performing work on behalf of SCE comply with
California's Information Practices Act of 1977, California Civil
Code §§ 1798.80 et seq., which addresses among other things
the provision of notice to SCE or its affiliates, as the case may
be, of any breach of the security of SCE Personal Information if
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it is reasonably believed to have been acquired by an
unauthorized person.
16.2.2.2 SCE information management and information security
policies and procedures as made available to Implementer from
time to time ( "SCE Policies and Procedures "), including
without limitation ITS-445 "Standards for Information
Security Response — Third Parties."
16.2.3 Implementer Response to Security Incident. The following will apply
in the event of a Security Incident:
16.2.3.1 Implementer will submit a Security Incident Report
(SIR) to SCE's or its affiliates', as the case may be, IT Help
Desk or IT Operations Center ( "ITOC ") in accordance with
SCE Policies and Procedures including ITS-445, and applicable
law. The SIR shall be given promptly upon discovery of an SI
and in any event not more than four (4) hours after discovery
of a suspected SI, or sooner if required by law, statute or
regulation. If additional time is required under the
circumstances of the SI to ascertain the nature or extent of the
SI, to stabilize the Computing System or to ensure the
integrity of SCE's or its affiliates', as the case may be, data and
information, then Implementer shall promptly notify SCE or
its affiliates, as the case may be, in writing of the existence of
an SI initially, and keep SCE or its affiliates, as the case may
be, informed of developments and new information.
16.2.3.2 At SCE's or its affiliates', as the case may be, request,
Implementer will meet with SCE or its affiliates, as the case
may be, to discuss the cause of the Security Incident,
Implementer's response, lessons learned and potential
improvements to Implementer's system security processes and
procedures.
16.2.4 Compromise of SCE Personal Information.
16.2.4.1 Additional SIRP Requirements for Personal
Information. With respect to any SCE Personal Information in
the possession or under the control of Implementer, to protect
SCE Personal Information from unauthorized access,
destruction, use, modification or disclosure, Implementer shall:
(a) Develop, implement and maintain reasonable security
procedures and practices appropriate to the nature of the
information to protect SCE Personal Information from
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unauthorized access, destruction, use, modification, or
disclosure.
(b) Develop, implement and maintain data privacy and
security programs with administrative, technical, and physical
safeguards appropriate to the size and complexity of the
Implementer's business and the nature and scope of
Implementer's activities to protect SCE Personal Information
from unauthorized access, destruction, use, modification, or
disclosure.
16.2.4.2 Notice Requirements for Personal Information. In the
event of a Security Incident where SCE Personal Information was, or
is reasonably believed to have been, acquired by an unauthorized
person, Implementer shall immediately provide the SIR required by
Section 16.2.3. Such SIR shall state that SCE Personal Information
may be involved, and shall describe the suspected nature of such SCE
Personal Information.
16.2.5 SIRP Review. At SCE's or its affiliates', as the case may be, request,
Implementer shall review the S1RP at least annually with SCE's or its
affiliates', as the case may be, designated representatives to identify updates,
changes or potential improvements; and a process to document these changes
within ninety (90) days of any such changes.
16.2.6 Document Retention. Implementer shall maintain all documentation
relating to Security Incidents, whether in written or electronic form,
including without limitation, their identification, processing and resolution,
for two (2) years after final resolution of the Security Incident, including the
final resolution of all claims arising out of the Security Incident.
16.2.7 Indemnification for Security Incidents. Implementer shall, at its own
cost, defend, indemnify and hold harmless SCE, its affiliates, officers, agents,
employees, assigns and successors in interest, from and against any and all
liability, damages, losses, claims, demands, actions, causes of action, costs,
including attorney's fees and expense, fines or penalties, or any of them,
resulting from any Security Incident. Any limitation of liability that may be
in the Contract or Contract shall not apply to this Section 16.2.7.
16.3 Implementer shall ensure that its employees, agents and contractors that
perform services for Provider in connection with the Contract are informed of
and comply with these Security Incident provisions.
17. CONFLICT OF INTEREST
Implementer affirms that, to the best of its knowledge, there is no actual or potential
conflict of interest between Implementer, its employees or their families, Subcontractors,
or business interests, and SCE. Implementer shall not hire any SCE employee or
employee's spouse to perform any part of the Work. Implementer further affirms that it
has set forth in its proposal for the Work: (i) all situations in which Implementer or an
affiliated entity of Implementer has been or currently is an SCE Implementer, contractor,
or employee; (ii) all situations in which Implementer or an affiliated entity of Implementer
has been or currently is in a joint venture arrangement or licensing relationship with SCE
(other than an Energy Leader Partnership); and (iii) any affiliated entity to which
Implementer intends to subcontract any part of the Work. Implementer shall update such
affirmations to SCE during performance of the Work within thirty (30) days following any
change thereto.
18. TIME IS OF THE ESSENCE
Implementer hereby acknowledges that time is of the essence in performing their
obligations under this Contract. Failure to comply with milestones and goals stated in this
Contract, including but not limited to those set forth in Exhibit A of this Contract, may
constitute a material breach of this Contract, resulting in its termination, payments being
withheld, Implementer Budgets being reduced or adjusted, funding redirected by SCE to
other programs or partners, or other Program modifications as determined by SCE or as
directed by the Commission. All Work must be performed and completed by October 15,
2012.
19. IMPLEMENTER DISPUTES
Any unresolved disputes between Implementer and SCE shall be referred to an SCE
management representative and an officer of Implementer for resolution. Pending
resolution, Implementer shall continue to perform the Work as directed by the SCE
Representative, and SCE shall continue to make payments for the undisputed items.
20. RIGHT TO AUDIT
SCE and the Commission shall have the right to audit Implementer at any time during the
term of this Contract and for five (5) years thereafter. An audit may include, but is not
limited to, a review of Implementer's financial records relating to the Work, program
implementation procedures, program marketing material, program implementation
documents, field audits of Implementer employees or Subcontractors, energy efficiency
savings provided by the program, funds spent to date, information relating to the
substantiation of program expenditures, incentives paid to date, customers given
incentives to date, lists of employees and respective duties, lists of Subcontractors and
their respective responsibilities or service provided.
SCE may, in its sole discretion and at anytime, request information or data relating to the
program, Work or this Contract, and Implementer shall provide such information in the
format and within the time requested by SCE. Nothing in this provision shall limit the
type, format or frequency of such requests by SCE.
21. MODIFICATIONS
7
Except as otherwise provided in this Contract, changes to this Contract shall be only be
valid through a written amendment /Change Order to this Contract signed by both Parties.
22. TERM
This Contract shall be effective as of the Effective Date. Unless otherwise terminated in
accordance with the provisions of Section 23 below, this Contract shall terminate at
midnight November 31, 2012; provided however, that all Work and services shall be
completed by the dates specified in the Statement of Work.
23. TERMINATION OR CANCELLATION
23.1. CPUC Authority To Modify, The Work and program under which the Work is
authorized herein shall at all times be subject to the discretion of the California
Public Utilities Commission (CPUC), including, but not limited to, review and
modifications, excusing performance hereunder, or termination as the CPUC may
direct from time to time in the reasonable exercise of its jurisdiction.
23.2. Termination for Convenience Notwithstanding any other provisions of the
Contract, SCE shall have the unilateral right to terminate the Work, or any portion
thereof, or the Contract by the issuance of a Change Order, which shall not require
Implementer's acceptance.
Subject to the provisions of Section 23.3 and 23.4 hereof, SCE shall pay
Implementer the termination charges set forth in the Contract pro-rated to
the effective date of termination. If termination charges are not set forth
in the Contract, SCE shall complete the payments for all Work accepted by
SCE. SCE, at its option, may take possession of any Material paid for by
SCE. The provisions of this Section 23.2 shall be Implementer's sole
remedy resulting from such termination.
23.3. Cancellation for Default. In the event of: (i) the breach of or failure of
Implementer to perform any of its material obligations under the Contract
including, but not limited to, failure to complete the Work on time or failure to
make satisfactory progress or persistent failure to pay labor and material claims;
(ii) the failure of Implementer to give SCE adequate assurance of performance
within ten working days after written demand by SCE therefore when reasonable
grounds for insecurity arise; or (iii) the insolvency, bankruptcy or receivership of
Implementer, then SCE may (a) withhold payment of any further monies which may
be due Implementer until such condition is cured, and /or (b) declare Implementer to
be in default of the Contract and notify Implementer in writing of such declaration
and shall be entitled to cancel the Contract in whole or in part effective immediately
upon written notice thereof. Any cancellation pursuant to this Section 23.3 shall not
be deemed a "termination" for the purposes of Section 23.2 hereof.
In the event of such cancellation, Implementer shall immediately stop Work and
surrender to SCE's possession, complete and incomplete Documentation and other
Information, Material, control and use of the Jobsite and all Implementer and SCE -
owned equipment, facilities, and all other items which SCE may deem necessary or
r7
�1
appropriate until the Work is completed. Implementer shall assign to SCE the
outstanding subcontracts and Contracts as requested by the SCE Representative for
such completion. SCE shall have the right to provide, or contract for, all additional
labor, Material, and any other items which it may deem necessary to complete the
Work.
If the total of all expenses incurred by SCE to complete the Work is greater than the
sum which would have been payable under the Contract if Implementer had
completed the Work, the difference shall constitute a claim against Implementer.
Such claim shall be due and payable within ten working days after presentation of
the claim. Additionally, SCE shall have the right to pursue other remedies afforded
by law.
23.4 Delivery of Materials'. Without limiting the effect of the provisions of
Sections 15 and 23.3 hereof, upon receipt of notice of termination or
cancellation under this Section 23, Implementer shall immediately deliver to
SCE all complete and incomplete Documentation, and all Material. If, at the
time of termination or cancellation further sums are due Implementer,
Implementer shall not be entitled to the sums until all Documentation and
all Material required to be delivered to SCE are delivered.
215 Cessation of Work: Upon receipt of notice of termination or cancellation for
any reason, Implementer shall promptly cease all Work except for additional
Work that SCE may, in its discretion, request Implementer to perform.
Additional Work shall be performed in compliance with the terms of the
Contract.
24. WRITTEN NOTICES
Any written notice, demand or request required or authorized in connection with this
Contract, shall be deemed properly given if delivered in person or sent by facsimile,
nationally recognized overnight courier, or first class mail, postage prepaid, to the address
specified below, or to another address specified in writing by a Party as follows:
Implementer
City of El Segundo
Stephanie Katsouleas
Director of Public Works
350 Main Street
El Segundo, CA 90245
SCE:
Southern California Edison
Pascal Okpo
Project Manager, Local Government
Partnerships
Office (626) 815-5863
6042A N. Irwindale Ave, Irwindale, CA
91702
�r �
Notices shall be deemed received (a) if personally or hand-delivered, upon the date of
delivery to the address of the person to receive such notice if delivered before 5 :00 p.m., or
otherwise on the Business Day following personal delivery; (b) if mailed, three (3) Business
Days after the date the notice is postmarked; (c) if by facsimile, upon electronic
confirmation of transmission, followed by telephone notification of transmission by the
noticing Party; or (d) if by overnight courier, on the Business Day following delivery to the
overnight courier within the time limits set by that courier for next-day delivery.
25. INDEPENDENT CONTRACTOR
Implementer is and will perform the work as an independent contractor for SCE. Nothing
in this Contract shall be construed so as to render Implementer an employee, agent,
representative, joint venturer or partner of SCE for purposes of carrying out this Contract.
Implementer shall not enter into any contracts, agreements or other obligations with any
other parties which bind, or are intended to bind, SCE without first receiving express
written authorization from SCE. SCE and Implementer shall each maintain sole and
exclusive control over its respective personnel and operations.
26. BENEFIT TO SCE CUSTOMERS
Ratepayer funded programs must directly benefit customers in the service territory from
which the funds are collected. The energy efficiency program implemented pursuant to this
Purchase Order is funded in whole or in part by funds collected from SCE's customers for
public purpose programs, and therefore must directly benefit SCE's customers. PGC
Funds are defined as those certain funds collected from electric utility ratepayers pursuant
to Section 381 of the California Public Utilities Code for public purpose programs,
including energy efficiency programs approved by the CPUC.
27. ENVIRONMENTAL, HEALTH & SAFETY REQUIREMENTS
The "Southern California Edison ENVIRONMENTAL, HEALTH & SAFETY HANDBOOK
FOR CONTRACTORS ", dated January 10, 2010, is hereby incorporated by reference into
this Contract. Implementer shall immediately notify the SCE Representative if
Implementer is unable to meet ANY of the requirements set forth therein. SCE may cancel
this Contract if Implementer fails to meet the requirements set forth in this Handbook.
Such cancellation shall not be deemed a termination under the termination provisions of
this Contract.
28. NON-DISCRIMINATION CLAUSE
No Party shall 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 (cancer), age (over 40), marital status, and denial of family care leave. Each Party
shall ensure that the evaluation and treatment of its employees and applicants for
employment are free from such discrimination and harassment, and shall comply with the
provisions of the Fair Employment and Housing Act (Government Code Section 12990 (a)-
(0 et seq.) and the applicable regulations promulgated thereunder (California Code of
t�
Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair
Employment and Housing Commission implementing Government Code Section 12990 (a)-
(0, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are
incorporated into this Contract by reference and made a part hereof as if set forth in full.
Each Party represents and warrants that it shall include the substance of the
nondiscrimination and compliance provisions of this clause in all subcontracts for its Work
obligations.
29. NON-DISCRIMINATION CLAUSE
None of the provisions of this Contract shall be considered waived by either Party unless
such waiver is specifically stated in writing.
30. ASSIGNMENT
No Party shall assign this Contract or any part or interest thereof, without the prior
written consent of the other Party, and any assignment without such consent shall be void
and of no effect. Notwithstanding the foregoing, if SCE is requested or required by the
Commission to assign its rights and /or delegate its duties hereunder, in whole or in part,
such assignment or delegation shall not require Implementer's consent and SCE shall be
released from all obligations hereunder arising after the effective date of such assignment,
both as principal and as surety.
31. SEVERABILITY
In the event that any of the terms, covenants or conditions of this Contract, or the
application of any such term, covenant or condition, shall be held invalid as to any person
or circumstance by any court, regulatory agency, or other regulatory body having
jurisdiction, all other terms, covenants, or conditions of this Contract and their application
shall not be affected thereby, but shall remain in full force and effect, unless a court,
regulatory agency, or other regulatory body holds that the provisions are not separable
from all other provisions of this Contract.
32. GOVERNING LAW; VENUE
This Contract shall be interpreted, governed, and construed under the laws of the State of
California as if executed and to be performed wholly within the State of California. Any
action brought to enforce or interpret this Contract shall be filed in Los Angeles County,
California.
33. SECTION HEADINGS
Section headings appearing in this Contract are for convenience only and shall not be
construed as interpretations of text.
34. SURVIVAL
Notwithstanding completion or termination of this Contract, the Parties shall continue to
be bound by the provisions of this Contract which by their nature survive such completion
or termination.
35. ATTORNEYS' FEES
Except as otherwise provided herein, in the event of any legal action or other proceeding
between the Parties arising out of this Contract or the transactions contemplated herein,
each Party in such legal action or proceeding shall bear its own costs and expenses
incurred therein, including reasonable attorneys' fees.
36. PRIOR WORK.
In the event that Implementer performs
execution of this Contract, then such prio r
the provisions of this Contract.
37. ENTIRE AGREEMENT
any Work authorized by SCE but prior to the
Work shall be considered performed subject to
This Contract (including all of the Exhibits and attachments hereto which are incorporated
into this Contract by reference) contains the entire agreement and understanding between
the Parties with respect to the Program and merges and supersedes all prior agreements,
representations and discussions pertaining to the subject matter of this Contract.
38. COUNTERPARTS.
This Contract may be executed in one or more counterparts, each of which shall be deemed
to be an original, but all of which together shall be deemed to be one and the same
instrument.
[SIGNATURE PAGE FOLLOWS]
►� n
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be executed
by their duly authorized representatives.
IMPLEMENTER
City of El Segundo
By: Jack Wayt
Title: City Manager
SCE:
SOUTHERN CALIFORNIA EDISON
By: Lynda Ziegler
Title: Senior Vice President,
Customer Service
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9
EL SEGUNDO CITY COUNCIL MEETING DATE: March 1, 2011
AGENDA ITEM STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action to waive El Segundo Municipal Code (ESMC) section 10-
1-4 C for the purpose of allowing a "Beer Garden" as a component of Hometown Fair, on
Saturday, May 7, 2011, from 12:00- 4:00pm, at Library Park.
(Fiscal Impact: None)
RECOMMENDED COUNCIL ACTION:
1. Approve the request to waive El Segundo Municipal Code (ESMC) section 10 -1 -4 C for the
purpose of allowing a "Beer Garden" as a component of Hometown Fair, on Saturday, May 7,
2011, from 12:00- 4:00pm, at Library Park.
2. Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS: None
FISCAL IMPACT: None
Amount Budgeted: $0
Additional Appropriation: N/A
Account Number(s): N/A
ORIGINATED BY: Meredith Petit, Recreation Su erintendent
REVIEWED BY: Bob Cummings, Director creation and Park
APPROVED BY: Jack Wayt, City Manage/
1J)
BACKGROUND & DISCUSSION:
The El Segundo Kiwanis Club sponsored and operated a "Beer Garden" at the 2010 Hometown Fair
event after receiving approval from the Recreation & Parks Commission and City Council. The Kiwanis
Club operated the new component seamlessly and has commented that it was one of their most
successful fundraising events.
The Kiwanis Club has expressed their interest in sponsoring and operating a "Beer Garden" again at this
year's event on Saturday, May 7t" at Library Park. At the Recreation and Parks Commission meeting on
February 16, 2011, the Commission recommended staff to seek City Council approval of the waiver of
ESMC 10 -1 -4 C to allow alcohol at a park facility for this event:
C. Park Rule Three; Consumption Or Possession Of Intoxicating Liquor: No person shall
drink any intoxicating liquor or possess an open container of an alcoholic beverage upon any
street, sidewalk or parkway, park, playground, or in any public place, or in any place open to
the patronage of the public, which premises are not licensed for the consumption of liquor on
the premises. (Ord. 700, 7 -22 -1968)
The El Segundo Kiwanis Club would be subject to compliance of state Alcohol Beverage Commission
regulations and permits. They would also be centrally located at the event next to the Gazebo with
- Continued on Next Page-
1
perimeter fencing to allow for greater control and supervision. The event is scheduled from 10:00am to
4:00pm; however, the "Beer Garden" would operate from 12:00pm to 4:00pm.
The El Segundo Kiwanis Club is experienced in operating "Beer Gardens" at local special events, and in
addition to last year's Hometown Fair, has been awarded similar approvals from City Council for the
2009 and 2010 Richmond Street Fair events. It is staff's request that due to their proven track record in
upholding state regulations and the addition of a very well- received event component by the public, that
the City Council grant the approval for the ESMC 10 -1 -4 C to be waived for the operation of the "Beer
Garden" at the 2011 Hometown Fair.
.l
2
EL SEGUNDO CITY COUNCIL MEETING DATE: March 1, 2011
AGENDA STATEMENT AGENDA HEADING: Mayor Busch
AGENDA DESCRIPTION:
Consideration and possible action to recommend modifications to the
Committees, Commissions and Boards (CCB). Fiscal Impact: None
RECOMMENDED COUNCIL ACTION:
1. Approve recommended modifications;
2. Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
Committees, Commissions and Boards Recommended Modifications
FISCAL IMPACT:
Amount Budgeted:
Additional Appropriation:
Account Number(s):
ORIGINATED BY:
REVIEWED BY: Mayor Eric Busch
APPROVED BY: Jack Wayt, City Manage
BACKGROUND AND DISCUSSION:
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