Apple Valley City Council
December 12, 2023

APPLE VALLEY TOWN COUNCIL
AGENDA

Tuesday, December 12, 2023, 6:30 p.m.

Council Chamber

PLEASE SILENCE CELL PHONES UPON ENTERING THE CHAMBER
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ON THE MEETING DATE TO BE INCLUDED IN THE RECORD.

The meeting will occur in the Council Chamber located at 14955 Dale Evans Parkway in Apple Valley, California.

This is an agenda for the scheduled meeting of the Town of Apple Valley.

This agenda contains a brief description of each item of business to be considered at today’s meeting. In accordance with the Brown Act, this meeting agenda is posted at least 72 hours prior to the regularly scheduled meeting. The agenda, its supporting documents and all writings received by the Town Council related to these items are public records and available for review during regular business hours in the Town Clerk’s office in the Town Council Chamber. The agenda and its supporting documents, along with live and archived video of the meeting, can be viewed online at http://www.applevalley.org. However, the online agenda may not include all available supporting documents or the most current version of documents.

Materials related to an item on this agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Town Clerk’s Office at 14955 Dale Evans Parkway, Apple Valley, CA during normal business hours. Such documents are also available on the Town of Apple Valley website at www.applevalley.org subject to staff’s ability to post the documents before the meeting.

Items listed on the Consent Calendar are expected to be routine and non-controversial and, unless the Town Council directs that an item be held for further discussion, the entire Consent Calendar will be acted upon as the first item of business. If the Town Council directs that an item listed on the Consent Calendar be held for further discussion, the item will be addressed immediately after approval of the Consent Calendar.

In accordance with the Rules of Procedure, members of the public may address the Town Council on any item on the agenda and on any matter that is within the Town Council’s jurisdiction. To address the Town Council regarding an item, complete and submit the yellow card entitled Request to Speak.

Please indicate on the card whether you are speaking under Public Comments or on an item that is listed on the agenda and please list the item number.

No action or discussion shall be undertaken on any item not appearing on the posted agenda, except that members of the Town Council/Redevelopment Agency or its staff may briefly respond to statements made or questions posed by persons exercising their public testimony rights under Section 54954.3.

When called, approach the podium and if desired, please state your name before giving your presentation. Speakers may address the Town Council for up to three (3) minutes. Speakers are to address the Town Council as a whole through the Presiding Officer. Comments to individual Council Members and/or staff are not permitted.

Individuals, who demonstrate disruptive conduct during Town Council meetings that prevent the Town Council from conducting its meeting in an orderly manner, are guilty of a misdemeanor as stated in PC403, disrupting a public meeting and are subject to removal from the chamber or arrest.

The Town of Apple Valley recognizes its obligation to provide equal access to those individuals with disabilities. Please contact the Town Clerk’s Office at (760) 240-7000 two working days prior to the scheduled meeting for any requests for reasonable accommodations.

Pages

1. Call to Order

2. Opening Ceremonies

2.1 Invocation
Pastor Johnny Lewis, Grace Christian Community Church Apple Valley

2.2 Pledge of Allegiance

2.3 Presentations

3. Reorganization

3.1 SELECTION OF MAYOR PRO-TEM 8
A. Council to select one of its number as Mayor Pro Tempore.

4. Mayor's Youth Leadership Summit - Mock Council Presentation

4.1 CONSIDERATION OF FUNDING FOR SWIM LESSONS FOR LOW

INCOME/AT-RISK YOUTH
9 That the Town Council approve an expenditure of up to $2500.00 to provide funding for Swim Lessons for Low Income/At-Risk Youth

4.2 Presentations
Presentations of Plaques to the Sponsors of the Mayors Youth Leadership Summit.

5. Public Comments

6. Councilmember Committee/Commission/Community Participation 10 Councilmembers to make brief reports on their participation on committees, boards, and commissions on the Town’s behalf since the last meeting.

Councilmembers may also make brief reports on their community participation.

No formal action will be taken.

7. Town Council Announcements

7.1 Suggested items for next Agenda

7.2 Time, Date & Place for Next Town Council Regular or Special Meeting A. Regular Meeting - January 9, 2024 - Council Chamber Regular Session at 6:30 p.m.

8. Town Council Consent Agenda
Recommended Motion:

To approve the Consent Calendar items numbered 8.1-8.14 as recommended.

8.1 APPROVAL OF MINUTES 12
That the Town Council approve the subject minutes as part of the consent agenda.

8.2 NOVEMBER 2023 COMMERCIAL WARRANTS AND WIRE TRANSFER

SCHEDULES
22 That the Town Council receive, ratify, and file the Commercial Warrants and Wire Transfer Schedules as presented.

8.3 NOVEMBER 2023 PAYROLL/BENEFITS WARRANTS SCHEDULE 42 That the Town Council receive, ratify, and file the payroll/benefits warrants as presented.

8.4 APPROVING AND AUTHORIZING TRANSMITTAL OF A RECOGNIZED

OBLIGATION PAYMENT SCHEDULE AND ADMINISTRATIVE BUDGET
FOR FISCAL YEAR 2024-25
44 Adopt a resolution approving and authorizing transmittal of a Recognized Obligation Payment Schedule and Administrative Budget for Fiscal Year 2024-25.

8.5 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF APPLE

VALLEY AMENDING THE CLASSIFICATION AND SALARY PLAN FOR

THE TOWN OF APPLE VALLEY
58 That the Town Council adopt the attached Resolution No. 2023-36, a Resolution of the Town Council of the Town of Apple Valley, California, amending the current Classification and Salary plan.

8.6 APPROVAL TO EXECUTE ALL PIGGYBACK AGREEMENTS RELATED

TO SOLAR POWER PROJECT AT FOUR TOWN FACILITIES
71 Authorize the Town Manager to execute all piggyback agreements for behind the meter, grid interconnected, canopy mounted solar at Town Hall, the Police Department Headquarters, Animal Services, and the Apple Valley Golf Course Clubhouse and to approve any non-substantive changes to those agreements, including but not limited to system sizes and Power Purchase Agreement rates up to the maximum amounts authorized in the agreements.

8.7 ACCEPTANCE OF WORK FOR THE JESS RANCH LIFT STATION

UPGRADES
158
Accept the work completed by Canyon Springs Enterprises as part of the Jess Ranch Lift Station Upgrades Project for a total contract cost of $2,710,736.50.

A.

Direct the Town Clerk to file the Notice of Completion for the contracted work.

B.

Direct the Finance Department to release the retained funds 30 days after the Notice of Completion has been filed, provided no claims are filed against the contractor.

C.

8.8 ACCEPTANCE OF WORK FOR THE JAMES WOODY PARK

BASEBALL FIELD FENCE REPLACEMENT PROJECT
162
Accept the work completed by Quality Fence Company, Inc as part of the James Woody Park Baseball Field Fence Replacment project for a total contract cost of $184,885.80.

A.

Direct the Town Clerk to file the Notice of Completion for the contracted work.

B.

Direct the Director of Finance to release the retained funds 30 days after the Notice of Completion has been filed, provided no claims are filed against the contractor.

C.

8.9 ACCEPTANCE OF WORK FOR THE COLD MIX OVERLAY 2023

PROJECT
166
Accept the work completed by Calmex Engineering as part of the Cold Mix Overlay 2023 project for a total contract cost of $1,393,764.90.

A.

Direct the Town Clerk to file the Notice of Completion for the contracted work.

B.

Direct the Director of Finance to release the retained funds 30 days after the Notice of Completion has been filed, provided no claims are filed against the contractor.

C.

8.10 AWARD A PROFESSIONAL SERVICES AGREEMENT FOR REAL

ESTATE AND BROKERAGE SERVICES
172
Award a Professional Services Agreement to RSG, Inc. for real estate and brokerage services subject to “Approval as to Form” by the Town Attorney and “Approval as to Content” by the Town Manager.

8.11 APPROVAL TO NAME THE MAIN BUILDING AT THE APPLE VALLEY GOLF COURSE THE “APPLE VALLEY COMMUNITY AND EVENT
CENTER”
197
That the Town Council approve naming the main building at the Apple Valley Golf Course the “Apple Valley Community and Event Center” and to add signage to the building.

8.12 APPROVAL OF THE AVUSD JOINT USE AGREEMENT ADDENDUM 199 That the Town Council approve an addendum to the Apple Valley Unified School District (AVUSD) Joint Use Agreement. The addendum reflects a reduction in the number of program days AVUSD will participate and reimburse fees to the Town for the Day Camp Program each school year.

8.13 SECOND READING OF ORDINANCE 567 OF THE TOWN OF APPLE

VALLEY, CALIFORNIA, ADOPTING A MITIGATED NEGATIVE

DECLARATION AND A MITIGATION MONITORING AND REPORTING

PROGRAM PURSUANT TO THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT, AMENDING THE OFFICIAL ZONING MAP IN
202
TITLE 9 “DEVELOPMENT CODE” OF THE TOWN OF APPLE VALLEY
(ZONE CHANGE ZC 2022-005) FROM RESIDENTIAL AGRICULTURE
(R-A) TO ESTATE RESIDENTIAL 3/4 (RE-3/4) ON 120 ACRES (APN:
0434-042-32), AND AMENDING TITLE 9 “DEVELOPMENT CODE”
(DEVELOPMENT CODE AMENDMENT DCA 2022-003) TO MODIFY
NOTE 17 FROM TABLE 9.28.040-A (1), DECREASING THE LOT
DEPTH STANDARD IN THE RE-3/4 ZONING DISTRICT
Adopt Ordinance No. 567

8.14 EXTENDING THE TOWN’S DEADLINE TO ESTABLISH AN ONLINE

PERMITTING SYSTEM FOR POST-ENTITLEMENT PHASE PERMITS
IN ACCORDANCE WITH STATE LAW.
210
Adopt the resolution attached as Attachment 1, which will extend the Town’s deadline to establish an online permitting system for postentitlement phase permits to January 1, 2026.

9. Public Hearings

9.1 ORDINANCE AMENDING THE TOWN OF APPLE VALLEY MUNICIPAL CODESECTION 6.20.250 – PLACEMENT, USE AND REGULAR

SERVICE OF TRASH BINS/DUMPSTERS
216
Find the proposed adoption of Ordinance No. 568 is not subject to and is exempt from CEQA based upon a finding that, under section 15061(b)(3) of the CEQA Guidelines, it can be seen with certainty that there is no possibility that the proposed amendment may have a significant effect on the environment.

A.

Move to waive the reading of Ordinance No. 568 in its entirety and read by title only.

B.

Move to introduce Ordinance No. 568 amending Section

6.20.250 of the Apple Valley Municipal Code relating to the placement, use, and regular service of trash bins/dumpsters.

C.

10. Business of the Council

10.1 APPROVE CAPITAL EQUIPMENT PURCHASE OF THE AUTOMATED

LICENSE PLATE READERS
230
Approve purchase of Automated License Plate Reader (ALPR) equipment from Vigilant Solutions, LLC in the amount of $223,379.98 and approve budget amendment.

10.2 APPROVAL TO INCREASE MONTHLY CAFETERIA BENEFIT

ALLOWANCE FOR HEALTH PREMIUMS
257
That the Town Council approve staff recommendation to increase the total maximum cafeteria benefit allowance for premiums for insurance coverage from $760 to $1,110 per month to adjust for the rising cost of health plan premiums as well as add an additional $100 per month bilingual pay benefit for eligible employees.

11. Reports, Requests and Communications

12. Town Manager’s Comments & Legislative Update

13. Closed Session
Recommended Motion:

To Adjourn the regular meeting to move into Closed Session at TIME to discuss the following:

13.1 CLOSED SESSION 259
Conference with Legal Counsel – Existing Litigation – Pursuant to Paragraph (1) of subdivision (d) of Government Code
Section 54956.9: (1) Case No.: Civds1600180 – Town of Apple Valley Vs. Apple Valley Ranchos Water Company Et Al.; and (2) Town Of Apple Valley Vs. Apple Valley Ranchos Water Company, Et Al., Court Of Appeal Case No. E078348
A.

14. Adjournment
Recommended Motion:

To adjourn the meeting of the Apple Valley Town Council at TIME.

Town Council Agenda Report
Date: December 12, 2023
To: Honorable Mayor and Town Council
Subject: SELECTION OF MAYOR PRO-TEMPORE

From: Douglas Robertson, Town Manager
Submitted by: La Vonda M-Pearson, Town Clerk
Town Clerk
Budgeted Item: Yes No N/A

RECOMMENDED ACTION
A. Council to select one of its number as Mayor Pro Tempore.

SUMMARY:

It would be appropriate at this time, for the new Council Members to participate in the selection of Mayor and Mayor Pro Tempore for the reorganization of the Town Council.

The Town Council selects one (1) of its own to serve as Mayor Pro Tempore. The person so selected shall serve until a successor is chosen (at any time) by three (3) or more affirmative votes, provided, that at the first (1st) regular meeting in December of each year in which there is not an election, the office of Mayor Pro Tempore shall automatically be reconsidered by the Council.

Town Council Agenda Report
Date: December 12, 2023
To: Honorable Mayor and Town Council
Subject: CONSIDERATION OF FUNDING FOR SWIM LESSONS FOR LOW

INCOME/AT-RISK YOUTH

From: Douglas Robertson, Town Manager
Submitted by: Winning Project Team/Department
Parks and Recreation
Budgeted Item: Yes No N/A

RECOMMENDED ACTION
That the Town Council approve an expenditure of up to $2500.00 to provide funding for Swim Lessons for Low Income/At-Risk Youth

BACKGROUND
Drowning is the leading cause of unintentional death for children ages 1-4, and the 2nd leading cause for ages 1 – 14. Nationwide, the most at-risk demographic is young (1-14), male minorities. Locally this holds true: since 2011, the typical patron rescued in our Apple Valley Aquatic Center is a minority male, between 8 and 10 years of age. And this is often preventable, simply by teaching kids to swim.

The Town of Apple Valley Parks and Recreation Aquatics Center would like to offer free swim lessons to children during the week of Spring Break. This project’s objective would be to determine the amount of swim lessons that could be offered, a tactic for registration, and the way lessons would be distributed.

FISCAL IMPACT
This is a budgeted item at $2500.00 from the General Fund.

TOWN OF APPLE VALLEY

TOWN COUNCIL SERVING ON BOARDS, COMMITTEES & COMMISSIONS

CITIZEN ADVISORY COMMITTEES

HISTORICAL ADVISORY COMMITTEE (HAC)
Mayor Pro Tem Cusack
Meets every 2nd Tuesday of each month at 9:00 a.m.,
(location may vary)

SPECIAL ADVISORY COMMITTEES
DISASTER PREPAREDNESS*
Mayor - Chairman
Meets quarterly at 1:30 p.m., Town of Apple Valley
Conference Center - Development Services Building
14975 Dale Evans Parkway, Apple Valley.

TRAFFIC ADVISORY COMMITTEE (TAC)
Mayor Nassif
As needed.

Town Council Chambers

TOWN PERSONNEL COMMITTEE
Mayor Nassif
Council Member Bishop
Meets as Needed

PARK AND RECREATION ADVISORY COMMITTEE
Mayor Nassif
Council Member Emick

AD HOC COMMITTEES

APPLE VALLEY ROAD AD HOC COMMITTEE
Mayor Nassif

VILLAGE MERCHANTS AD HOC COMMITTEE
Council Member Emick

SINGLE-FAMILY RESIDENTIAL DESIGN CRITERIA

AD-HOC COMMITTEE
Council Member Art Bishop
Council Member Kari Leon

AGENCY - BOARDS/COMMITTEES &

COMMISSIONS

CALIFORNIA JOINT POWERS INSURANCE

AUTHORITY (CJPIA)
Mayor Nassif – Director
Exec. Committee meets every 4th Wednesday of each
month at 7:00 p.m., La Palma, CA.

CAL CITIES/DESERT MOUNTAIN DIVISION (DMD)
Mayor Nassif- Voting Delegate
Council Member Bishop – Alternate
Meets as needed, rotating cities.

MOJAVE DESERT AIR QUALITY MANAGEMENT

DISTRICT (MDAQMD)
Council Member Leon-– Delegate
Council Member Emick – Alternate
Meets every 4th Monday of each month at 10:00 a.m.,
14306 Park Avenue, Victorville

MOJAVE DESERT AND MOUNTAIN RECYCLING

AUTHORITY
Mayor Pro-Tem Cusack – Delegate
Council Member Bishop – Alternate
Meets quarterly on the 2nd Thursday February, May,
August and November at 10:00 a.m.
at the Materials Recovery Facility, 17000 Abbey Lane,
Victorville

SAN BERNARDINO COUNTY TRANSPORTATION

AUTHORITY (SBCTA)
Council Member Bishop - Board Member
Mayor Pro-Tem Cusack – Alternate
Meets 2nd Wednesday of each month at 9:00 a.m.,
I10/I15 Corridor meets 2nd Thursday at 10:00 a.m.
1170 West 3rd St.

San Bernardino

SOLID WASTE ADVISORY TASK FORCE (SWAT)
Mayor Pro-Tem Cusack – Committee Member
Julie Ryan - Alternate
Meets as needed on Wednesdays at 1:30 p.m.

Sam J. Racadio Library & Environmental Learning
Center Community Room 7863 Central Ave. Highland

VICTOR VALLEY ECONOMIC DEVELOPMENT

AUTHORITY (VVEDA)
(George Air Force Base Reuse Task Force)
Council Member Emick – Commissioner
Council Member Bishop – Alternate
Meets every 2nd Wednesday of each quarter at 5:00
p.m., SCLA

VICTOR VALLEY TRANSIT AUTHORITY (VVTA)
Council Member Emick – Representative
Council Member Leon - Alternate
Meets every 3rd Monday of each month at 9:30 a.m.,
Victorville City Hall

VICTOR VALLEY WASTE WATER RECLAMATION

AUTHORITY (VVWRA)

Mayor Nassif – Commissioner
Council Member Bishop – Alternate
Meets every 3rd Thursday at 7:30 a.m.

VVWRA Offices

GREATER HIGH DESERT CHAMBERS

GOVERNMENTAL RELATIONS COMMITTEE
Council Member Bishop – Representative
Mayor Pro-Tem Cusack – Alternate
*These Boards, Committees and
Commissions require the Mayor to serve
as the representative.

Town Council Agenda Report
Date: December 12, 2023
To: Honorable Mayor and Town Council
Subject: APPROVAL OF MINUTES

From: Douglas Robertson, Town Manager
Submitted by: La Vonda M-Pearson, Director of Government Services/Town Clerk Budgeted Item: Yes No N/A

RECOMMENDED ACTION
That the Town Council approve the subject minutes as part of the consent agenda.

SUMMARY:

A. Regular Meeting November 14, 2023

1 Apple Valley Town Council

MINUTES
November 14, 2023, 6:30 p.m.

Council Chamber
Members Present: Mayor Scott Nassif
Mayor Pro Tem Larry Cusack
Council Member Art Bishop
Council Member Curt Emick
Council Member Kari Leon
_____________________________________________________________________

1. Call to Order
Mayor Nassif called to order the regular session of the Apple Valley Town Council at 6:30 p.m.

2. Opening Ceremonies

2.1 Invocation
Pastor Josh Gerbracht - First Assembly of God, Victorville

2.2 Pledge of Allegiance
The Pledge of Allegiance was led by Council Member Emick.

2.3 Presentations

2.3.1 Employee of the 3rd Quarter
Employee of the Quarter – Maricel Ramirez, Interim Recreation Coordinator, Park & Recreation Department.

2.3.2 Employee of the 4th Quarter
Employee of the Quarter - Tashina Miniszewski, Sr. Administrative Assistant, Human Resources Department.

3. Public Comments

2 Trenae Nelson, AVUSD Superintendent, thanked the Town Council for their assistance within the school community. She also commented on the success of the Mayor’s Youth Leadership Summit.

John Q. Citizen, spoke regarding the brown grass at Brewster Park. He also commented on the lack of transparency in reference to attorney fees and water fees paid by the Town.

Marcy Taylor, representing various historical committees, stated that the Museum Hop had been cancelled due to a lack of sign-ups. She also commented on the green book exhibit and the upcoming 35th Anniversary Celebration for the Town of Apple Valley.

Corina Rivera, Apple Valley, thanked the Town of Apple Valley for collaborating with the homeowners near Sitting Bull Road with the fence.

4. Councilmember Committee/Commission/Community Participation Councilmembers to make brief reports on their participation on committees, boards, and commissions on the Town’s behalf since the last meeting.

Councilmembers may also make brief reports on their community participation.

No formal action will be taken.

Council Member Emick commented on committee meetings and events that he attended.

Council Member Leon commented on committee meetings and events that she attended.

Council Member Bishop commented on committee meetings and events that he attended.

Mayor Pro Tem Cusack commented on committee meetings and events that he attended.

Mayor Nassif commented on committee meetings and events that he attended.

5. Town Council Announcements

5.1 Suggested items for next Agenda

5.2 Time, Date & Place for Next Town Council Regular or Special Meeting A. Regular Meeting - December 12, 2023 - Council Chambers Regular Session at 6:30 p.m.

3 6. Town Council Consent Agenda
Mayor Pro Tem Cusack has a remote interest in specific warrants on tonight’s Commercial Warrants dealing with Apple Valley Communications, AV Tech Services or AVCOM Services for the Town of Apple Valley as the owner of these businesses. Therefore, he will be recusing from voting on the warrants for Apple Valley Communications, AV Tech Services and AVCOM Services listed under Agenda Item Number 6.2. In addition, due to his interest in these businesses, Mayor Pro Tem Cusack will be recusing from voting on specific warrants listed under Agenda Item Number 6.2 because these entities are considered sources of income to his businesses. A list of business entities for Mayor Pro Tem Cusack is maintained on file in the Town Clerk’s Office and available for review at the dais.

Mayor Pro Tem Cusack confirmed that he would be recusing from voting on these warrants.

Mayor Nassif has a remote interest in specific warrants on tonight’s Commercial Warrants dealing with NAPA Auto Parts or High Desert Auto Supply for the Town of Apple Valley as the owner of these businesses. Therefore, he will be recusing from voting on the warrants for NAPA Auto Parts and High Desert Auto Supply listed under Agenda Item Number 6.2. In addition, due to his interest in both businesses, Mayor Nassif will also be recusing from voting on specific warrants listed under Agenda Item Number 6.2 because these entities are considered sources of income to his businesses. A list of business entities for Mayor Nassif is maintained on file in the Town Clerk’s Office and available for review at the dais.

Mayor Nassif confirmed that he would be recusing from voting on these warrants.

Motion by: Council Member Emick
Seconded by: Council Member Leon
To approve the Consent Calendar items numbered 6.1-6.7 as recommended.

Yes (5): Mayor Nassif, Mayor Pro Tem Cusack, Council Member Bishop, Council Member Emick, and Council Member Leon
Carried (5 to 0)

6.1 APPROVAL OF MINUTES
That the Town Council approve the subject minutes as part of the consent agenda.

4 6.2 OCTOBER 2023 COMMERCIAL WARRANTS AND WIRE TRANSFER

SCHEDULES
That the Town Council receive, ratify, and file the Commercial Warrants and Wire Transfer Schedules as presented.

6.3 OCTOBER 2023 PAYROLL/BENEFITS WARRANTS SCHEDULE
That the Town Council receive, ratify, and file the payroll/benefits warrants as presented.

6.4 AWARD A PROFESSIONAL SERVICES AGREEMENT FOR THE
TOWN-WIDE COMPLETE STREETS ACTION PLAN (SS4A)
Award a Professional Services Agreement to KTUA for the Town-Wide Complete Streets Action Plan (SS4A) subject to “Approval as to Form” by the Town Attorney and “Approval as to Content” by the Town Manager.

6.5 APPROVE THE SEWER LIFT STATION IMPROVEMENT AGREEMENT AND SECURITIES FOR TRACT MAP NO. 17247
That the Town Council approve the agreement and securities, subject to approval as to form by the Town Attorney and as to content by the Town Manager, for the sewer lift station improvement yet to be completed. The agreement and securities will remain in effect until this public improvement within Tract Map No. 17247 is complete and eligible for the one-year maintenance period to begin. Per the agreement, the Developer has two years to complete the lift station.

6.6 ACCEPTANCE OF WORK FOR THE APPLE VALLEY GOLF COURSE

AND COMMUNITY CENTER ACCESSIBILITY PROJECT
A. Accept the work completed by KNC Construction, Inc. as part of the Apple Valley Golf Course and Community Center Accessibility Project for a total contract cost of $1,606,880.33.

B. Direct the Town Clerk to file the Notice of Completion for the contracted work.

C. Direct the Director of Finance to release the retained funds 30 days after the Notice of Completion has been filed, provided no claims are filed against the contractor.

5 6.7 AWARD RESIDENTIAL REHABILITATION LOAN CONTRACT
Award a contract to Sicilianos Construction Inc. for the Residential Rehabilitation Loan Program H24-02, subject to “Approval as to Form” by the Town Attorney and “Approval as to Content” by the Town Manager.

7. Public Hearings

7.1 THE PLANNING COMMISSION RECOMMENDS THAT THE TOWN

COUNCIL APPROVE AND ADOPT A MITIGATED NEGATIVE

DECLARATION AND A MITIGATION MONITORING AND REPORTING

PROGRAM PURSUANT TO THE CALIFORNIA ENVIROMENTAL

QUALITY ACT AND
APPROVE GENERAL PLAN AMENDMENT GPA 2022-007 FROM LOW
DENSITY RESIDENTIAL (R-LD) TO ESTATE RESIDENTIAL ¾ (R-E ¾) AND TO MODIFY POLICY 4.G AND REMOVE POLICY 4.H FROM THE LAND USE ELEMENT, ZONE CHANGE ZC 2022-005 FROM
RESIDENTIAL AGRICULTURE (R-A) TO ESTATE RESIDENTIAL 3/4 (RE-3/4), DEVELOPMENT CODE AMENDMENT DCA 2022-003 TO
MODIFY NOTE 17 FROM TABLE 9.28.040-A (1), DECREASE THE LOT DEPTH STANDARD IN THE RE-3/4 ZONING DISTRICT, AND
TENTATIVE TRACT MAP TTM- 20453 TO SUBDIVIDE 120 ACRES INTO 99 RESIDENTIAL LOTS LOCATED ON THE NORTHEAST CORNER OF
DEEP CREEK AND DEL ORO ROADS (APN: 0434-042-32)
Based upon the information contained within this report, and any input received from the public at the hearing, the Planning Commission recommends that the Town Council move to:

A. Adopt the Mitigated Negative Declaration for GPA 2022-007, ZC 2022-005, DCA 2022-003, and TTM 20453, and associated
Mitigation Monitoring and Reporting Program.

B. Find that the facts presented in the staff report support the required Findings for approval and adopt the Findings.

C. Adopt Resolution No. 2023-34 adopting General Plan Amendment GPA 2022-007.

D. Move to waive Reading of Ordinance No. 567 in its entirety and read by title only.

E. Introduce Ordinance No. 567 adopting Development Code Amendment DCA 2022-003 and Zone Change ZC 2022-005.

6 F. Approve Tentative Tract Map TTM 20453, subject to the attached Conditions of Approval, as amended.

Mayor Pro Tem Cusack announced that he had a potential conflict of interest with this item and therefore excused himself from the dais.

MAYOR CUSACK WAS EXCUSED FROM THE DAIS AT 7:34 P.M.

Mayor Nassif continued the public hearing at 7:34 p.m.

Daniel Alcayaga, Planning Manager, presented the staff report as filed with the Town Clerk.

Tom Steeno, Steeno Development, responded to statements made by the Town Council regarding the proposed project.

Cecil Volsch, High Desert Association of Realtors, spoke in support of this project. He commented on the need for housing and the quality of homes that will be built.

Thurston "Smitty" Smith, Apple Valley, spoke in support of this project and believed it would trigger new development for the community.

Tom Murphy, Apple Valley, spoke in support of this project and the quality projects that the Maida family builds to enhance communities.

There being no additional requests to speak, Mayor Nassif closed the Public Hearing at 8:12 p.m.

Motion by: Council Member Emick
Seconded by: Council Member Leon
A. Adopt the Mitigated Negative Declaration for GPA 2022-007, ZC 2022-005, DCA 2022-003, and TTM 20453, and associated
Mitigation Monitoring and Reporting Program.

B. Find that the facts presented in the staff report support the required Findings for approval and adopt the Findings.

C. Adopt Resolution No. 2023-34 adopting General Plan Amendment GPA 2022-007.

D. Move to waive Reading of Ordinance No. 567 in its entirety and read by title only.

Yes (5): Mayor Nassif, Council Member Bishop, Council Member Emick, and Council Member Leon. Abstain (1): Mayor Pro Tem Cusack.

7 Carried (4 to 1)
La Vonda M-Pearson, Town Clerk, read the title to Ordinance No. 567.

Motion by: Council Member Emick
Seconded by: Council Member Bishop
A. Introduce Ordinance No. 567 adopting Development Code Amendment DCA 2022-003 and Zone Change ZC 2022-005.

B. Approve Tentative Tract Map TTM 20453, subject to the attached Conditions of Approval, as amended.

Yes (5): Mayor Nassif, Council Member Bishop, Council Member Emick, and Council Member Leon. Abstain (1): Mayor Pro Tem Cusack.

Carried (4 to 1)
MAYOR PRO TEM CUSACK RETURNED TO THE DAIS AT 8:36 P.M.

8. Business of the Council

8.1 PARTICIPATION AGREEMENT FOR RESIDENTIAL SOLAR AND

BATTERY PROGRAM
Authorize the Town Manager, acting as Executive Director of Apple Valley Choice Energy, to execute a Program Participation Agreement with Electriq Power, Inc. for the Town to participate in the Sustainable Community Network program and dedicate revenues collected above the required $75,000.00 escrow balance to account 5810-0000-4180 for future clean energy projects.

Guy Eisenbrey, Director of Municipal Services, presented the staff report as filed with the Town Clerk.

Steven Honikman, Electriq Power, Inc. answered questions of the Town Council regarding solar transfer.

Motion by: Council Member Bishop
Seconded by: Council Member Emick
Authorize the Town Manager, acting as Executive Director of Apple Valley Choice Energy, to execute a Program Participation Agreement with Electriq Power, Inc. for the Town to participate in the Sustainable Community Network program and dedicate revenues collected above the

8 required $75,000.00 escrow balance to account 5810-0000-4180 for future clean energy projects.

Yes (5): Mayor Nassif, Mayor Pro Tem Cusack, Council Member Bishop, Council Member Emick, and Council Member Leon
Carried (5 to 0)

8.2 VACANCY ON THE HISTORICAL ADVISORY COMMITTEE
Council Member Bishop nominated Kenneth Drylie to the Town of Apple Valley Historical Advisory Committee.

Motion by: Council Member Bishop
Seconded by: Mayor Pro Tem Cusack
To nominate and Town Council to appoint Kenneth Drylie to the Town of Apple Valley Historical Advisory Committee.

Yes (5): Mayor Nassif, Mayor Pro Tem Cusack, Council Member Bishop, Council Member Emick, and Council Member Leon
Carried (5 to 0)

9. Reports, Requests and Communications

10. Town Manager’s Comments & Legislative Update
Orlando Acevedo, Assistant Town Manager, provided an update of current events, upcoming events and activities in the Town of Apple Valley.

11. Closed Session
None.

9 12. Adjournment
To adjourn the meeting of the Apple Valley Town Council at 8:48 in memory of Linda Mitrovitch.

Carried Unanimously
Scott Nassif, Mayor La Vonda M. Pearson, Town Clerk

Town Council Agenda Report
Date: December 12, 2023
To: Honorable Mayor and Town Council
Subject: NOVEMBER 2023 COMMERCIAL WARRANTS AND WIRE

TRANSFER SCHEDULES

From: Douglas Robertson, Town Manager
Submitted by: Margaret DeMauro, Finance Manager
Budgeted Item: Yes No N/A

RECOMMENDED ACTION
That the Town Council receive, ratify, and file the Commercial Warrants and Wire Transfer Schedules as presented.

BACKGROUND
Pursuant to the Town’s Municipal Code the attached demands were presented by the departments, audited by the Finance Department, and subsequent warrants/wire transfers were issued. All were found to be in conformity to Town policies and procedures, and funds were budgeted or available to pay said demands. The list of commercial warrants and wire transfers is now being presented to Council for approval.

SUMMARY
Commercial warrants were issued from November 1 through November 30, 2023 in the amount of $6,966,574.19 covering issued warrant #’s 164396 – 164868. Also, wire transfers were made from November 1 through November 30, 2023 in the amount of $607,140.84.

The claims and/or demands covered by the attached list of warrants and wire transfers were audited as to the accuracy and availability of funds for payment thereof and said claims and/or demands are accurate, and the funds were available for payment thereof.

FISCAL IMPACT
473 Commercial Warrants were issued in the amount of $6,966,574.19 1 Wire Transfer payment was issued in the amount of $607,140.84

ATTACHMENTS
A. November Commerical Warrants
B. November Wire Transfer Schedule

Check # Date Vendor Description Check Total
164396 11/01/2023 NEM CASH OUT NEM CASH OUT 59.74
164397 11/01/2023 NEM CASH OUT NEM CASH OUT 3.18
164398 11/01/2023 NEM CASH OUT NEM CASH OUT 190.07
164399 11/01/2023 NEM CASH OUT NEM CASH OUT 140.97
164400 11/01/2023 NEM CASH OUT NEM CASH OUT 88.07
164401 11/01/2023 NEM CASH OUT NEM CASH OUT 427.15
164402 11/01/2023 NEM CASH OUT NEM CASH OUT 100.98
164403 11/01/2023 NEM CASH OUT NEM CASH OUT 0.80
164404 11/01/2023 NEM CASH OUT NEM CASH OUT 16.17
164405 11/01/2023 VOIDED VOIDED 0.00
164406 11/01/2023 NEM CASH OUT NEM CASH OUT 187.66
164407 11/01/2023 NEM CASH OUT NEM CASH OUT 70.72
164408 11/01/2023 NEM CASH OUT NEM CASH OUT 89.85
164409 11/01/2023 NEM CASH OUT NEM CASH OUT 91.05
164410 11/01/2023 NEM CASH OUT NEM CASH OUT 188.29
164411 11/01/2023 NEM CASH OUT NEM CASH OUT 22.33
164412 11/01/2023 NEM CASH OUT NEM CASH OUT 73.61
164413 11/01/2023 NEM CASH OUT NEM CASH OUT 30.72
164414 11/01/2023 NEM CASH OUT NEM CASH OUT 181.35
164415 11/01/2023 NEM CASH OUT NEM CASH OUT 26.55
164416 11/01/2023 NEM CASH OUT NEM CASH OUT 183.76
164417 11/01/2023 NEM CASH OUT NEM CASH OUT 41.10
164418 11/01/2023 NEM CASH OUT NEM CASH OUT 190.77
164419 11/01/2023 NEM CASH OUT NEM CASH OUT 184.85
164420 11/01/2023 NEM CASH OUT NEM CASH OUT 24.66
164421 11/01/2023 NEM CASH OUT NEM CASH OUT 62.41
164422 11/01/2023 NEM CASH OUT NEM CASH OUT 120.78
164423 11/01/2023 NEM CASH OUT NEM CASH OUT 103.93
164424 11/01/2023 NEM CASH OUT NEM CASH OUT 61.65
164425 11/01/2023 NEM CASH OUT NEM CASH OUT 76.13
164426 11/01/2023 NEM CASH OUT NEM CASH OUT 289.83
164427 11/01/2023 NEM CASH OUT NEM CASH OUT 126.66
164428 11/01/2023 NEM CASH OUT NEM CASH OUT 92.97
164429 11/01/2023 000387 EDISON COMPANY 9/26/23-10/24/23 4,678.86 Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164430 11/01/2023 000407 FEDEX SHIPPING 617.66
164431 11/01/2023 000082 GARDA CL WEST, INC NOVEMBER SERVICE 1,157.66 164432 11/01/2023 000822 GOLDEN STATE WATER COMPANY 9/26/23-10/24/23 86.91 164433 11/01/2023 000168 LIBERTY UTILITIES CA 8/19/23-10/19/23 39,253.61 164434 11/01/2023 023410 ODP BUSINESS SOLUTIONS, LLC SUPPLIES 317.69 164435 11/01/2023 004982 QUADIENT LEASING USA, INC. LEASE 888.07 164436 11/01/2023 018185 UNITED STATES POSTAL SERVICE REPLENISH POSTAGE PERMIT CRID 14090806 2,500.00 164437 11/01/2023 000909 VOYAGER OCTOBER FUEL 21,663.17 164438 11/02/2023 025132 ACUSHNET COMPANY RESALE ITEMS FOR GOLF COURSE 2,606.16 164439 11/02/2023 000096 ADSCOT PEST CONTROL INC. COMMUNITY CENTER PEST CONTROL 505.00 164440 11/02/2023 000102 ALBERTSONS LLC MEETING WATERS 30.59 164441 11/02/2023 000106 ALL AMERICAN FENCE ERECTORS FENCE REPAIR 2,591.00 164442 11/02/2023 021342 AMAZON CAPITAL SERVICES ENGINEER TRIANGLE SCALE 440.46 164443 11/02/2023 007381 ANGEL ROCK & SAND WASHED PLASTER SAND FOR BREWSTER PARK
730.34
164444 11/02/2023 001864 APPLE VALLEY TIRE #116 FLAT REPAIR 565.82 164445 11/02/2023 023179 ARCHITERRA INC HILL TOP HOUSE 6,500.00 164446 11/02/2023 028760 BACKFLOW BROTHERS CROSS CONNECTION SURVEY AND TESTING 3,000.00 164447 11/02/2023 023051 BANNER BANK ESCROW NO:2007 4,749.34 164448 11/02/2023 026299 BRIGHTVIEW LANDSCAPE SERVICES L-1 EXTRA WORK - 2" MAINLINE BREAK 6,824.06 164449 11/02/2023 001247 MICHAEL CADY RETIREE REIMBURSEMENT 277.55 164450 11/02/2023 020950 CALIFORNIA PERMITS 19150 SADDLE LANE 487.96 164451 11/02/2023 024623 CAL-STATE AUTO PARTS INC 61 FILTER 157.44 164452 11/02/2023 022905 CANYON SPRINGS ENTERPRISES JESS RANCH LIFT STATION UPGRADES 90,237.46 164453 11/02/2023 000914 CAPITAL ONE REC EVENTS 633.24
164454 11/02/2023 000285 CED AMC LIGHT REPAIRS 1,620.07 164455 11/02/2023 000777 COUNTY OF SAN BERNARDINO COUNTY SOLID WASTE 699.46 164456 11/02/2023 000330 DENNIS CRON RETIREE REIMBURSMENT 375.20 164457 11/02/2023 008781 CULLIGAN BOTTLED WATER GOLF COURSE WATER TREATMENT 124.15 164458 11/02/2023 022495 PAMELA CUPP RETIREE REIMBURSEMENT 1,008.17

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164459 11/02/2023 024524 DANIELS DEEP TINE LLC AERATION OF GREENS AT GOLF COURSE 2,450.00 164460 11/02/2023 001311 DUNN EDWARDS CORPORATION JAMES WOODY EXTERIOR PAINT 480.66 164461 11/02/2023 000679 G.A. OSBORNE PIPE & SUPPLY IRRIGATION SUPPLIES 1,475.14 164462 11/02/2023 021810 GREINES, MARTIN, STEIN LEGAL SERVICES 3,249.50 164463 11/02/2023 001558 HAAKER EQUIPMENT CO PARTS 1,423.14 164464 11/02/2023 028783 MARY HARRIS SOUVENIR APPLES FOR MAYOR'S YOUTH 738.00 164465 11/02/2023 000891 HD SUPPLY, INC GLOVES WW 230.38 164466 11/02/2023 000475 HESPERIA HOSE SUPPLY GOLF COURSE MOWER 122.79 164467 11/02/2023 009475 HESPERIA OUTDOOR POWER EQUIP MISC EQUIP MAINTENANCE 596.13 164468 11/02/2023 012567 HITT CONSTRUCTION CO., INC. PARK VALNDAL-PROOF TP HOLDERS 1,188.00 164469 11/02/2023 000501 HITT PLUMBING CO., INC. REPAIR OF WATER LEAK AT PUBLIC WORKS 845.00 164470 11/02/2023 023175 HOME DEPOT CREDIT SEVICES DE-HUMIDIFIERS RENTAL 430.65 164471 11/02/2023 023335 HOME DEPOT CREDIT SEVICES GRAVEL 117.88 164472 11/02/2023 000520 IMPERIAL SPRINKLER SUPPLY IRRIGATION SUPPLIES 2,295.75 164473 11/02/2023 000009 KAREN KELLEY RETIREE REIMBURSEMENT 494.61 164474 11/02/2023 001282 KENTUCKY FRIED CHICKEN COUNCIL DINNER 308.98 164475 11/02/2023 014262 KIMBALL MIDWEST SIGN INSTALLATION EQUIPMENT 342.35 164476 11/02/2023 022403 LORI LAMSON RETIREE REIMBURSEMENT 1,109.80 164477 11/02/2023 005351 LOWE'S (LAR) AMC REPAIRS 988.73 164478 11/02/2023 014121 LYNNPRO TURKEY TROT TSHIRTS 1,134.00 164479 11/02/2023 001708 KENNETH MARTIN RETIREE REIMBURSEMENT 203.29 164480 11/02/2023 002622 TOM MCKEON RETIREE REIMBURSEMENT 158.37 164481 11/02/2023 015206 MDG ASSOCIATES INC TOAV HOME RRLP 9/1/23-9/30/23 948.75 164482 11/02/2023 020574 CAROL MILLER RETIREE REIMBURSEMENT 495.10 164483 11/02/2023 001499 LANCE MILLER RETIREE REIMBURSEMENT 129.81 164484 11/02/2023 028587 MINICAM INC. SOLO PRO+330' 50MM CAM050 PAN AND

ROTATE SYSTEM, SELF LEVELING AXIAL
CAMERA
36,633.30
164485 11/02/2023 020880 MIRAGE ELECTRIC INC LIGHTING AND SWITCHES 2,988.68 164486 11/02/2023 007007 MICHAEL MOLINARI RETIREE REIMBURSEMENT 621.19

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164487 11/02/2023 000691 LAVONDA M-PEARSON REIMBURSE DEPOSIT FOR MYLS

FOOD/SOUVENIR
317.00
164488 11/02/2023 000654 NAPA #79 HUBCAP VENT PLUG 200.43 164489 11/02/2023 011959 NIEMELA PAPPAS & ASSOCIATES LOBBYING SERVICES 3,000.00 164490 11/02/2023 023410 ODP BUSINESS SOLUTIONS, LLC OFFICE SUPPLIES - DSB WORK CENTER 154.37 164491 11/02/2023 000710 PRECISION LOCK & SAFE PAD LOCK AND DUPLICATE KEYS 553.13 164492 11/02/2023 008771 PRUDENTIAL OVERALL SUPPLY GOLF UNIFORM SUPPLIES MATS AND TOWELS
1,350.21
164493 11/02/2023 015373 QUINN COMPANY BA118C HYDRAULIC ANGLE BROOM FOR CAT262D
12,570.15
164494 11/02/2023 011479 ROW TRAFFIC SAFETY, INC ADOPT A STREET SIGN 798.48 164495 11/02/2023 022052 SHARPLINE SOLUTIONS INC JACK JAW SUPER SQUARE SIGN POST

EXTRACTOR WITH HANDLE EXTENSION
673.44
164496 11/02/2023 000787 SAN BERNARDINO COUNTY SHERIFF'S

DEPARTMENT
LAW ENFORCEMENT SERVICES 1,541,868.00
164497 11/02/2023 022048 DAWN SIMMONS RETIREE REIMBURSEMENT 522.66 164498 11/02/2023 014002 SITEONE LANDSCAPE SUPPLY LLC LANDSCAPE SUPPLIES FOR GROUNDS 410.74 164499 11/02/2023 000814 KEVIN SMITH RETIREE REIMBURSEMENT 361.16 164500 11/02/2023 010275 SPARKLETTS WATER 83.12
164501 11/02/2023 007717 SPLATTERED INK, LLC TRUCKER HATS SNAPBACK WITH

EMBROIDERY
471.41
164502 11/02/2023 021174 STATES AND DOOR AND HARDWARE CORWIN PARK DOOR REPLACEMENTS 1,245.96 164503 11/02/2023 001309 STOTZ EQUIPMENT PRO GATOR PARTS FOR GOLF COURSE 346.30 164504 11/02/2023 022267 DIANNE SULZBERGER RETIREE REIMBURSEMENT 494.61 164505 11/02/2023 009943 TSR CONSTRUCTION & INSPECTION SIDEWALK REPAIRS - 12947 LOMPOC ROAD 4,800.00 164506 11/02/2023 003478 TURF STAR INC. GREENS MOWER GOLF COURSE 359.54 164507 11/02/2023 017165 UNITED STATES TREASURY Q2 PENALTY EID 33-0338303 TAX PERIOD

6.30.23 FORM 941
1,129.34
164508 11/02/2023 020277 USPS PERMIT 82 FOR BULK MAILING SERVICES 310.00

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164509 11/02/2023 000894 VALLEY SECURITY SYSTEMS INC DALE EVANS PARK SECURITY 47.00 164510 11/02/2023 025101 VETERAN SECURITY INC SECURITY SERVICES 7,530.00 164511 11/02/2023 001278 VULCAN MATERIALS MIX 1,014.54
164512 11/02/2023 000923 WAXIE SANITARY SUPPLY JANITORIAL SUPPLIES 4,354.94 164513 11/02/2023 021348 WINSUPPLY BREWSTER RESTROOM REPAIRS 2.48 164514 11/02/2023 019134 DARRYL WRIGHT RETIREE REIMBURSEMENT 684.03 164515 11/09/2023 000158 APPLE VALLEY FIRE PROTECTION JULY-SEPTEMBER DIFF FEE 15,854.45 164516 11/09/2023 001528 AVUSD JULY AND AUGUST FINE & FORFEITURES 1.22 164517 11/09/2023 000087 COUNTY OF SAN BERNARDINO TRASH & SEWER LIENS 80.00 164518 11/09/2023 020198 RONAK DESAI OCTOBER SERVICES 8,295.00 164519 11/09/2023 009913 DIVISION OF THE STATE BL FEES QE 9/30/23 326.80 164520 11/09/2023 000387 EDISON COMPANY 10/4/23-11/1/23 1,281.62 164521 11/09/2023 000822 GOLDEN STATE WATER COMPANY 9/27/23-10/25/23 7,473.14 164522 11/09/2023 012567 HITT CONSTRUCTION CO., INC. RETENTION RELEASE 12,016.25 164523 11/09/2023 000168 LIBERTY UTILITIES CA 8/22/23-10/23/23 52,108.65 164524 11/09/2023 023410 ODP BUSINESS SOLUTIONS, LLC SUPPLIES 161.11 164525 11/09/2023 000062 RSG, INC FY23-24 SA SERVICES AND CB

RECONCILIATION
1,958.75
164526 11/09/2023 013956 SOUTHERN CALIFORNIA EDISON JULY POWER VA SALES AND JANUARY-JULY

TRUE UP
426,057.24
164527 11/09/2023 000171 TOWN OF APPLE VALLEY NOVEMBER SEWER 6,817.46 164528 11/09/2023 002855 U.S. BANK CORP. PMT SYSTEM OCTOBER CALCARD 37,816.15 164529 11/09/2023 001864 APPLE VALLEY TIRE REPLACEMENT TIRE 276.23 164530 11/09/2023 028753 HIGH DESERT JUNIOR INSTRUCTOR PAYMENT FOR SPETEMBER 2023 GOLF LESSONS
333.00
164531 11/09/2023 001377 A & B HITCHES AND MUFFLERS #126 FORGED DUAL 2/2 301.70 164532 11/09/2023 025132 ACUSHNET COMPANY RESALE ITEMS FOR GOLF COURSE 115.78 164533 11/09/2023 000096 ADSCOT PEST CONTROL INC. RODENT CONTROL FOR JAMES WOODY PARK
1,080.00
164534 11/09/2023 021342 AMAZON CAPITAL SERVICES SWIVEL HITCH PIN 345.25 164535 11/09/2023 020532 AMERICAN TREE COMPANY TREE SERVICE FOR GOLF COURSE 3,600.00 164536 11/09/2023 000140 ANIMAL CARE HOSPITAL S/N VOUCHER 100.00

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164537 11/09/2023 000142 ANIMAL EMERGENCY CLINIC MEDICAL 204.00 164538 11/09/2023 000143 APPLE VALLEY ANIMAL HOSPITAL S/N VOUCHER PROGRAM 945.00 164539 11/09/2023 000154 APPLE VALLEY COMMUNICATION INC AV COM - ANNUAL FIRE ALARM TESTING - PW
2,189.51
164540 11/09/2023 001017 APPLE VALLEY FEED BIN FEED 27.99 164541 11/09/2023 000160 APPLE VALLEY GLASS DSB WINDOW VANDALISM REPAIRS 1,613.00 164542 11/09/2023 022592 APPLE VALLEY PORTABLES NORM SCHMIDT PARK PORTA POTS 3,150.04 164543 11/09/2023 006701 AUTOMATED GATE SERVICES AVAS EXIT GATE REPAIRS 336.00 164544 11/09/2023 000192 BATTERY MART STAFF FLASHLIGHTS 355.11 164545 11/09/2023 002298 BEAR VALLEY ANIMAL HOSPITAL S/N 2,717.95 164546 11/09/2023 000197 BEAR VALLEY PARTY RENTALS PET FAIR RENTAL 2,869.03 164547 11/09/2023 003649 BECK OIL INC. FUEL FOR GOLF COURSE 2,406.15 164548 11/09/2023 026299 BRIGHTVIEW LANDSCAPE SERVICES EXTRA WORK L-10 - 2" WORN IRRIGATION VALVE
25,284.54
164549 11/09/2023 000914 CAPITAL ONE ASAP 307.55
164550 11/09/2023 000285 CED TOWN HALL LED LIGHTS 1,609.22 164551 11/09/2023 000088 CHARLES ABBOTT ASSOCIATES TOWN OF APPLE VALLEY RRLP SEPTEMBER 213,590.75 164552 11/09/2023 002815 CHARTER COMMUNICATIONS SPECTRUM - OCT 6,305.63 164553 11/09/2023 008693 COMMERCIAL AQUATIC SERVICES POOL CHEMICALS 169.31 164554 11/09/2023 000087 COUNTY OF SAN BERNARDINO RELEASE OF LIEN 200.00 164555 11/09/2023 013675 CREATING BRAND LEGACY HOWLOWEEN MEDALS AND RIBBONS 280.20 164556 11/09/2023 001311 DUNN EDWARDS CORPORATION BREWSTER RESTROOM PAINT 365.32 164557 11/09/2023 000403 E-Z GO DIV. OF TEXTRON CART LEASE 1,616.25 164558 11/09/2023 004734 FAUST MEDIA SERVICES REV TRI BANNER 521.51 164559 11/09/2023 014844 FISH WINDOW CLEANING AV COUNTRY CLUB WINDOW CLEANING 2,648.00 164560 11/09/2023 024931 FLEETPRIDE, INC HI TEMP LITHIUM GREASE 199.65 164561 11/09/2023 000897 FRONTIER COMMUNICATIONS FRONTIER - NOV 2,869.49 164562 11/09/2023 000679 G.A. OSBORNE PIPE & SUPPLY IRRIGAITON SUPPLIES FOR GROUNDS 342.72 164563 11/09/2023 000452 GRAINGER, INC. AMC JANITORIAL SUPPLIES 1,310.70 164564 11/09/2023 028172 ANDREA GUTIERREZ EMPLOYEE HOLIDAY PARTY 3,352.19 164565 11/09/2023 018653 HASA INC. POOL CHEMICALS 733.53 164566 11/09/2023 018383 HIGH DESERT AUTO & RV INC VEHICLE REPAIR FOR TRUCK 83 5,651.37

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164567 11/09/2023 026303 HIGH DESERT BACKFLOW L-12/AVR MEDIANS BACKFLOW REPAIR 350.00 164568 11/09/2023 000488 HIGH DESERT LASER GRAPHICS NAME PLATES FOR BOSE, HOON AND

SILVERLING

39.15 164569 11/09/2023 023335 HOME DEPOT CREDIT SEVICES ROUND ROD FOR PUMPS AT LIFT STATIONS 7.52 164570 11/09/2023 000520 IMPERIAL SPRINKLER SUPPLY LANDSCAPING SUPPLIES FOR GROUNDS 1,572.29 164571 11/09/2023 028782 IMPERIAL SPRINKLER SUPPLY RB FALCON 6504 ROTOR AND FLAGS 2,663.61 164572 11/09/2023 020279 JOHNSON CONTROLS GOLF COURSE HVAC 14,747.78 164573 11/09/2023 014262 KIMBALL MIDWEST MISC SMALL TOOLS AND PPE 1,260.81 164574 11/09/2023 006565 KONICA MINOLTA BUSINESS KONICA - C4080 USAGE - OCT 186.07 164575 11/09/2023 021345 KONICA MINOLTA PREMIER FINANCE KONICA - C4080 BASE - OCT 1,168.64 164576 11/09/2023 024759 KOSMONT & ASSOCIATES, INC AVFPD PPT AND CALL 2,184.00 164577 11/09/2023 000579 LEAGUE OF CALIFORNIA CITIES DESERT MOUNTAIN DIVISION MEETING 280.00 164578 11/09/2023 S/N REFUND S/N REFUND 40.00
164579 11/09/2023 005351 LOWE'S (LAR) CREDIT RETURNED 638.65 164580 11/09/2023 012371 MISSION COMMUNICATIONS INC ANNUAL SERVICE PACKAGE 4,446.00 164581 11/09/2023 002455 MOBILE OCCUPATIONAL SERVICES ANNUAL LIMITED QUERY 155.00 164582 11/09/2023 008742 MUSICSTAR/CREATIVE BRAIN CREATIVE BRAIN INSTRUCTOR PAYMENT FOR SEPT. 2023
273.00
164583 11/09/2023 002368 MWI ANIMAL HEALTH SHELTER 8,784.35 164584 11/09/2023 000654 NAPA GOLF COURSE MOWER MAINTENANCE 141.18 164585 11/09/2023 S/N REFUND S/N REFUND 40.00
164586 11/09/2023 028536 PNC EQUIPMENT FINANCE CARTS LEASE 12/15/23 - 1/14/24 12,125.82 164587 11/09/2023 000710 PRECISION LOCK & SAFE DUPLICATE KEYS 1,252.21 164588 11/09/2023 008771 PRUDENTIAL OVERALL SUPPLY GOLF MATS AND TOWELS 1,065.12 164589 11/09/2023 025096 RYAN QUICK DOT EXAM 40.00
164590 11/09/2023 015373 QUINN COMPANY SKID STEER MAINTENANCE 146.15 164591 11/09/2023 011479 ROW TRAFFIC SAFETY, INC 50-CARDBOARD ROAD CLOSED NO PARKING SIGNS
6,707.89
164592 11/09/2023 013524 SAMARITAN ANIMAL HOSPITAL S/N VOUCHERS 575.00 164593 11/09/2023 000779 SAN BERNARDINO COUNTY CUPA PERMIT 3A-1 930.00 164594 11/09/2023 002187 SCP DISTRIBUTORS LLC POOL WALL CLOCKS 98.66

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164595 11/09/2023 015313 SILVER VALLEY PROPANE PROPANE 108.63 164596 11/09/2023 021174 STATES AND DOOR AND HARDWARE CIVIC BATHROOM HINGE REPLACEMENT 51.48 164597 11/09/2023 016857 SUPERCO SPECIALTY PRODUCTS TOILET URINAL CHEMICALS 1,143.78 164598 11/09/2023 008774 TAYLORMADE GOLF CO., INC RESALE ITEMS FOR GOLF COURSE 699.60 164599 11/09/2023 018247 TIGHTROPE MEDIA SYSTEMS, INC. CABLECAST - RENEWAL - RESUBMITTING~ 6,600.00 164600 11/09/2023 016133 TYLER TECHNOLOGIES INC TYLER ERP UPGRADE 5,920.00 164601 11/09/2023 000876 TYPE-SET-GO BUILDING AND SAFETY SHIRT EMBROIDERY 129.30 164602 11/09/2023 000884 UNDERGROUND SERVICE ALERT- DIG TICKETS 500.00 164603 11/09/2023 000893 V.V.W.R.A. FINAL SEWER PERMITS - OCTOBER 2023 21,757.35 164604 11/09/2023 000894 VALLEY SECURITY SYSTEMS INC PARK SECURITY 80.00 164605 11/09/2023 028784 YAHAIRA VARGAS EMPLOYEE REIMBUSEMENT FOR BOOT

ALLOWANCE
193.94
164606 11/09/2023 001769 VERIZON WIRELESS VERIZON - NOV 3,678.04 164607 11/09/2023 001278 VULCAN MATERIALS COLD MIX 984.23 164608 11/09/2023 021348 WINSUPPLY GOLF COURSE HOSE BIBB REPAIRS 2,177.52 164609 11/13/2023 001468 DLT SOLUTIONS, INC AUTODESK PURCHASE 11,080.34 164610 11/16/2023 TRASH REFUND TRASH REFUND 406.83
164611 11/16/2023 TRASH REFUND TRASH REFUND 48.47
164612 11/16/2023 TRASH REFUND TRASH REFUND 78.21
164613 11/16/2023 TRASH REFUND TRASH REFUND 13.85
164614 11/16/2023 TRASH REFUND TRASH REFUND 101.05
164615 11/16/2023 TRASH REFUND TRASH REFUND 11.54
164616 11/16/2023 TRASH REFUND TRASH REFUND 59.54
164617 11/16/2023 TRASH REFUND TRASH REFUND 105.01
164618 11/16/2023 TRASH REFUND TRASH REFUND 44.25
164619 11/16/2023 TRASH REFUND TRASH REFUND 12.12
164620 11/16/2023 TRASH REFUND TRASH REFUND 72.70
164621 11/16/2023 TRASH REFUND TRASH REFUND 89.30
164622 11/16/2023 TRASH REFUND TRASH REFUND 797.54
164623 11/16/2023 TRASH REFUND TRASH REFUND 73.86

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164624 11/16/2023 TRASH REFUND TRASH REFUND 1,089.78
164625 11/16/2023 TRASH REFUND TRASH REFUND 147.80
164626 11/16/2023 TRASH REFUND TRASH REFUND 55.39
164627 11/16/2023 TRASH REFUND TRASH REFUND 144.99
164628 11/16/2023 TRASH REFUND TRASH REFUND 10.90
164629 11/16/2023 TRASH REFUND TRASH REFUND 117.21
164630 11/16/2023 TRASH REFUND TRASH REFUND 94.27
164631 11/16/2023 TRASH REFUND TRASH REFUND 23.68
164632 11/16/2023 TRASH REFUND TRASH REFUND 74.15
164633 11/16/2023 TRASH REFUND TRASH REFUND 76.16
164634 11/16/2023 TRASH REFUND TRASH REFUND 111.20
164635 11/16/2023 TRASH REFUND TRASH REFUND 40.93
164636 11/16/2023 TRASH REFUND TRASH REFUND 181.42
164637 11/16/2023 VOIDED VOIDED 0.00
164638 11/16/2023 TRASH REFUND TRASH REFUND 5.77
164639 11/16/2023 TRASH REFUND TRASH REFUND 19.83
164640 11/16/2023 TRASH REFUND TRASH REFUND 138.46
164641 11/16/2023 TRASH REFUND TRASH REFUND 11.68
164642 11/16/2023 TRASH REFUND TRASH REFUND 77.55
164643 11/16/2023 TRASH REFUND TRASH REFUND 190.84
164644 11/16/2023 TRASH REFUND TRASH REFUND 14.35
164645 11/16/2023 TRASH REFUND TRASH REFUND 201.44
164646 11/16/2023 TRASH REFUND TRASH REFUND 23.92
164647 11/16/2023 TRASH REFUND TRASH REFUND 26.31
164648 11/16/2023 TRASH REFUND TRASH REFUND 16.08
164649 11/16/2023 TRASH REFUND TRASH REFUND 132.39
164650 11/16/2023 TRASH REFUND TRASH REFUND 59.54
164651 11/16/2023 TRASH REFUND TRASH REFUND 2.31
164652 11/16/2023 TRASH REFUND TRASH REFUND 64.03
164653 11/16/2023 TRASH REFUND TRASH REFUND 10.39
164654 11/16/2023 TRASH REFUND TRASH REFUND 54.14
164655 11/16/2023 TRASH REFUND TRASH REFUND 62.82
164656 11/16/2023 TRASH REFUND TRASH REFUND 860.35
164657 11/16/2023 TRASH REFUND TRASH REFUND 75.01
164658 11/16/2023 TRASH REFUND TRASH REFUND 85.58

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164659 11/16/2023 TRASH REFUND TRASH REFUND 84.26
164660 11/16/2023 TRASH REFUND TRASH REFUND 11.67
164661 11/16/2023 TRASH REFUND TRASH REFUND 70.50
164662 11/16/2023 TRASH REFUND TRASH REFUND 29.77
164663 11/16/2023 TRASH REFUND TRASH REFUND 100.74
164664 11/16/2023 TRASH REFUND TRASH REFUND 26.71
164665 11/16/2023 TRASH REFUND TRASH REFUND 11.54
164666 11/16/2023 TRASH REFUND TRASH REFUND 86.74
164667 11/16/2023 TRASH REFUND TRASH REFUND 175.96
164668 11/16/2023 TRASH REFUND TRASH REFUND 76.83
164669 11/16/2023 TRASH REFUND TRASH REFUND 31.26
164670 11/16/2023 TRASH REFUND TRASH REFUND 239.20
164671 11/16/2023 TRASH REFUND TRASH REFUND 25.85
164672 11/16/2023 TRASH REFUND TRASH REFUND 90.89
164673 11/16/2023 TRASH REFUND TRASH REFUND 113.56
164674 11/16/2023 TRASH REFUND TRASH REFUND 119.60
164675 11/16/2023 TRASH REFUND TRASH REFUND 173.26
164676 11/16/2023 TRASH REFUND TRASH REFUND 112.23
164677 11/16/2023 TRASH REFUND TRASH REFUND 19.85
164678 11/16/2023 TRASH REFUND TRASH REFUND 136.34
164679 11/16/2023 TRASH REFUND TRASH REFUND 201.54
164680 11/16/2023 TRASH REFUND TRASH REFUND 21.21
164681 11/16/2023 TRASH REFUND TRASH REFUND 83.61
164682 11/16/2023 007796 360 FREESTYLE GYMNASTICS INSTRUCTOR PAYMENT FOR OCT 23'

GYMNASTICS CLASSES
247.10
164683 11/16/2023 025100 AGILEBITS INC 1PASSWORD - BUSINESS ANNUAL 39.89 164684 11/16/2023 002980 ALL GOOD DRIVING SCHOOL, INC. INSTRUCTOR PAYMENT FOR OCT 23'

DRIVERS ED CLASS
159.60
164685 11/16/2023 021342 AMAZON CAPITAL SERVICES TOOL SET 373.33 164686 11/16/2023 002297 APEX RENTALS SKIPLOADER RENTAL 429.00 164687 11/16/2023 022592 APPLE VALLEY PORTABLES JAMES WOODY PORTA POTS 800.01 164688 11/16/2023 001864 APPLE VALLEY TIRE 90 FLAT REPAIR 45.00 164689 11/16/2023 023179 ARCHITERRA INC HILLTOP HOUSE DESIGN 187.50 164690 11/16/2023 000192 BATTERY MART 61 BATTERY 315.36 164691 11/16/2023 000193 RICHARD BATTISTA GRAFFITI REMOVAL 1,905.60

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164692 11/16/2023 002298 BEAR VALLEY ANIMAL HOSPITAL MEDICAL TREATMENT 4,099.30 164693 11/16/2023 003649 BECK OIL INC. CARDLOCK FUEL 773.15 164694 11/16/2023 026299 BRIGHTVIEW LANDSCAPE SERVICES AVR WEST SIDE IRRIGATION REPAIRS 2,702.56 164695 11/16/2023 016864 DON BURNELL INSTRUCTOR PAYMENT FOR OCT 23' IRON

TIGER CUBS /DOSHIN CLASSES

60.20 164696 11/16/2023 018736 CACEO TRAINING CLASS 254.00 164697 11/16/2023 000914 CAPITAL ONE PEE WEE HOTS SHOTS SUPPLIES 938.91 164698 11/16/2023 003378 MARY ANNE CARROLL INSTRUCTOR PAYMENT FOR OCT 23'

SESSION OF YOGA FIT
576.00
164699 11/16/2023 008693 COMMERCIAL AQUATIC SERVICES POOL CHEMICALS 190.62 164700 11/16/2023 000087 COUNTY OF SAN BERNARDINO COUNTY RECORDER 340.00 164701 11/16/2023 000777 COUNTY OF SAN BERNARDINO COUNTY SOILD WASTE 173,534.06 164702 11/16/2023 013675 CREATING BRAND LEGACY REVERSE TRIATHLON FINISHER MEDALS 2,354.50 164703 11/16/2023 020426 DR. JAIME VELASCO VET MONTHLY CONTRACT 900.00 164704 11/16/2023 025140 KYLA DUNN EMPLOYEE REIMBURSEMENT FOR KYLA DUNN
114.34
164705 11/16/2023 011344 EDWARD R. BACON COMPANY INC LAYMORE BOX WAFER 1,133.88 164706 11/16/2023 003402 EL DORADO BROADCASTERS LLC PET FAIR AD 816.00 164707 11/16/2023 020810 ESCRIBE SOFTWARE LTD ESCRIBE ANNUAL RENEWAL 30,192.18 164708 11/16/2023 024468 DEBRA ESQUIBEL INSTRUCTOR PAYMENT FOR OCT 23'

FITNESS TRAINING CLASSES
100.80
164709 11/16/2023 022254 EVERGREEN HOMES, LLC DEPOSIT REFUND 516.75 164710 11/16/2023 004734 FAUST MEDIA SERVICES BUSSINESS CARDS 86.20 164711 11/16/2023 024931 FLEETPRIDE, INC 61 LMP 342.54
164712 11/16/2023 000679 G.A. OSBORNE PIPE & SUPPLY MISC SYSTEM MAINTENANCE ITEMS 15.99 164713 11/16/2023 002510 NEIL GARCIA INSTRUCTOR PAYMENT FOR OCT 23' GUITAR

LESSONS
216.00
164714 11/16/2023 000452 GRAINGER, INC. AQUATIC CENTER TOILET REPAIRS 420.59 164715 11/16/2023 018653 HASA INC. POOL CHEMICALS 3,365.59 164716 11/16/2023 000475 HESPERIA HOSE SUPPLY 79 SWEEPEER REPAIRS 24.88

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164717 11/16/2023 028753 HIGH DESERT JUNIOR INSTRUCTOR PAYMENT FOR OCT 23' GOLF

LESSONS
333.00
164718 11/16/2023 000488 HIGH DESERT LASER GRAPHICS LINDY DAUGHERTY NAME BADGE 27.19 164719 11/16/2023 028613 HORIZON STRUCTURES, LLC ADDITIONAL KENNELS 47,617.50 164720 11/16/2023 012832 INTERVET, INC. MICROCHIPS 1,346.88 164721 11/16/2023 024921 INTERWEST CONSULTING GROUP INC RI SPA2023-001 SPR2022-003 LAKE CREEK 6,176.25 164722 11/16/2023 014262 KIMBALL MIDWEST PAINT 515.91
164723 11/16/2023 005351 LOWE'S (LAR) BATTERIES FOR SEWER LOCATOR 835.79 164724 11/16/2023 020095 MATRIX AUDIO VISUAL DESIGNS UPGRADE OF THE AQUATIC CENTER AUDIO

SYSTEM AND SPEAKERS
20,029.77
164725 11/16/2023 016065 MICHAEL BAKER INTERNATIONAL YUCCA LOMA ES SRTS 12,368.50 164726 11/16/2023 000634 BILL MOCHARNUK INSTRUCTOR PAYMENT FOR OCT 23' TENNIS

LESSONS
306.15
164727 11/16/2023 018836 MARIA MURO INSTRUCTOR PAYMENT FOR OCT 23'

SESSION OF ZUMBA
900.00
164728 11/16/2023 008742 MUSICSTAR/CREATIVE BRAIN INSTRUCTOR PAYMENT FOR OCT 23'

CREATIVE BRAIN CLASSES
109.20
164729 11/16/2023 010385 MELANIE MYERS INSTRUCTOR PAYMENT FOR OCT 23' ACTING CLASS
882.00
164730 11/16/2023 000654 NAPA DUCT TAP 84.36
164731 11/16/2023 028787 SIERRA PIERCE REIMB LOBBY DECOR 23.97 164732 11/16/2023 000710 PRECISION LOCK & SAFE PADLOCK FOR HILL TOP 34.39 164733 11/16/2023 008771 PRUDENTIAL OVERALL SUPPLY GROUNDS UNIFORMS 363.25 164734 11/16/2023 015373 QUINN COMPANY CAT 6-WAY DOZER BLADE FOR CAT 262D 7,837.03 164735 11/16/2023 011479 ROW TRAFFIC SAFETY, INC ADOPT A STREET 11,876.82 164736 11/16/2023 000787 SAN BERNARDINO COUNTY SHERIFF'S

DEPARTMENT
LAW ENFORCEMENT SERVICES 1,541,868.00
164737 11/16/2023 015313 SILVER VALLEY PROPANE PROPANE FORKLIFT 87.69 164738 11/16/2023 014002 SITEONE LANDSCAPE SUPPLY LLC IRRIGATION SUPPLIES FOR GROUNDS 360.87 164739 11/16/2023 028538 SMARTCOVER SYSTEMS SUB SONIC SYSTEMS - DUAL SENSOR (ULTRA-SONIC & PRESSURE) SMART
COVERS
24,700.42

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164740 11/16/2023 000846 STILES ANIMAL REMOVAL, INC. DISPOSAL SERVICES 5,490.00 164741 11/16/2023 028788 AMPARO STUMPF MEDICAL TREATMENT 700.00 164742 11/16/2023 001475 SHARI TAYLOR INSTRUCTOR PAYMENT FOR OCT 23' BATON

CLASSES
309.60
164743 11/16/2023 024553 TRINITY EQUIPMENT, INC AERATOR RENTAL EQUIPMENT 1,780.00 164744 11/16/2023 000888 UNITED RENTALS REC EVENTS LIGHTING 764.99 164745 11/16/2023 000890 CHRIS URMSTON INSTRUCTOR PAYMENT FOR OCT 23'

SESSION OF TAI CHI
189.90
164746 11/16/2023 000166 VALLEYWIDE NEWSPAPERS LLC DP 2022-016 TPM20674 168.00 164747 11/16/2023 016981 JONATHON VASQUEZ INSTRUCTOR PAYMENT FOR OCT 23' GRACIE

JIU JITSU CLASSES
158.20
164748 11/16/2023 028167 VERDE DESIGN, INC JOSEPH MCCONNELL PARK PAHUTE ROAD STREET WIDENING AMEND. NO. #1
34,072.44
164749 11/16/2023 025101 VETERAN SECURITY INC SECURITY SERVICES 7,530.00 164750 11/16/2023 001278 VULCAN MATERIALS MIX 435.38
164751 11/16/2023 000923 WAXIE SANITARY SUPPLY SHELTER SUPPLIES 4,598.54 164752 11/16/2023 021348 WINSUPPLY AQUATIC CENTER TOILET REPAIR 279.82 164753 11/16/2023 000126 AMERICAN COMPUTER SERVICE MAINTENANCE 16,242.13 164754 11/16/2023 000199 B B & K ADV APPLE VALLEY RANCHO WATER 37,360.91 164755 11/16/2023 000182 BURRTEC WASTE INDUSTRIES INC AS 951,270.80 164756 11/16/2023 015315 CALPINE ENERGY SERVICES LP OCTOBER SERVICES 163,375.00 164757 11/16/2023 VOIDED VOIDED 0.00
164758 11/16/2023 000387 EDISON COMPANY 10/4/23-11/1/23 91,873.12 164759 11/16/2023 000407 FEDEX SHIPPING 125.29
164760 11/16/2023 000082 GARDA CL WEST, INC EXCESS CHARGES 71.35 164761 11/16/2023 000168 LIBERTY UTILITIES CA 9/2/23-10/31/23 2,292.71 164762 11/16/2023 005541 MOJAVE PAINT & BODY VEHICLE REPAIR 10,862.73 164763 11/16/2023 023410 ODP BUSINESS SOLUTIONS, LLC SUPPLIES 525.97 164764 11/16/2023 009276 PARS SEPTEMBER SERVICES 478.03 164765 11/16/2023 005036 QUADIENT FINANCE USA, INC PD POSTAGE 546.72 164766 11/16/2023 004982 QUADIENT LEASING USA, INC. PD LEASE 254.87 164767 11/16/2023 011479 ROW TRAFFIC SAFETY, INC STREET SIGNS 91.59 164768 11/16/2023 000825 SOUTHWEST GAS CORPORATION 10/10/23-11/7/23 4,118.89

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164769 11/16/2023 000841 STATE OF CALIFORNIA- D.O.J. FINGERPRINTS 1,038.00 164770 11/16/2023 000845 STERICYCLE REGULAR SERVICE/OFF-SITE 144.69 164771 11/16/2023 009608 THE GOODYEAR TIRE & RUBBER CO TIRES FOR PD 1,022.37 164772 11/16/2023 003369 TRANSAMERICA LIFE INS CO WHITESIDE POLICY #41810991 410.09 164773 11/16/2023 013692 WPONCALL WEBSITE MAINTENANCE 300.00 164774 11/16/2023 028809 MICHAEL GRANGE 15766 DALE EVENS PARKWAY 13.99 164775 11/21/2023 021342 AMAZON CAPITAL SERVICES OFFICE SUPPLIES 331.61 164776 11/21/2023 013521 APPLE VALLEY CAR WASH OCTOBER SERVICES 407.76 164777 11/21/2023 008806 APPLE VALLEY PRINTING ENVELOPES 1,046.25 164778 11/21/2023 021170 HEATHER CONLEY PETTY CASH 354.22 164779 11/21/2023 NEM CASH OUT NEM CASH OUT 96.28
164780 11/21/2023 000387 EDISON COMPANY 10/11/23-11/8/23 15,412.96 164781 11/21/2023 000168 LIBERTY UTILITIES CA 9/6/23-11/2/23 51,576.00 164782 11/21/2023 023410 ODP BUSINESS SOLUTIONS, LLC SUPPLIES 773.50 164783 11/21/2023 000825 SOUTHWEST GAS CORPORATION 10/11/23-11/8/23 111.58 164784 11/21/2023 009608 THE GOODYEAR TIRE & RUBBER CO TIRES 1,385.71 164785 11/21/2023 018501 YIJIA WANG OCTOBER SERVICES 2,950.00 164786 11/21/2023 006275 MOJAVE DESERT & MOUNTAIN SEPTEMBER 2023 91,179.33 164787 11/22/2023 008201 ABF PRINTS, INC. POSTCARDS 975.72 164788 11/22/2023 021342 AMAZON CAPITAL SERVICES DRY ERASE MARKERS 265.00 164789 11/22/2023 020532 AMERICAN TREE COMPANY TREE SERVICES AT GOLF COURSE 4,959.00 164790 11/22/2023 001864 APPLE VALLEY TIRE TIRE REPAIR 462.26 164791 11/22/2023 006701 AUTOMATED GATE SERVICES ANIMAL SHELTER GATE REPAIR 252.00 164792 11/22/2023 000192 BATTERY MART LITTLE JOE GENERATOR BATTERY

REPLACEMENT

70.58 164793 11/22/2023 000193 RICHARD BATTISTA GRAFFIT REMOVAL 3,042.00 164794 11/22/2023 016551 ROBERT BENCOMO PMI OVERPAYMENT 45.00 164795 11/22/2023 022598 BURRTEC WASTE INDUSTRIES, INC TIRE GRANT 2,670.77 164796 11/22/2023 018736 CACEO MEMBER DUES 100.00
164797 11/22/2023 009494 CALLAWAY GOLF SALES CO. RESALE ITEMS FOR GOLF COURSE 689.75 164798 11/22/2023 024623 CAL-STATE AUTO PARTS INC GOLF COURSE VEHICLE MAINTENANCE #55 104.61

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164799 11/22/2023 000914 CAPITAL ONE DAY CAMP 478.28
164800 11/22/2023 000285 CED DSB BALLAST REPAIR 2,030.91 164801 11/22/2023 002815 CHARTER COMMUNICATIONS SPECTRUM - OCT - GOLF 6,821.71 164802 11/22/2023 020726 CHRIST THE SOLID ROCK TOAV CDBG 1ST QUARTER DISBURSEMENT - 3,240.00 164803 11/22/2023 000904 CITY OF VICTORVILLE HOME REIMBURSEMENT FOR SENIOR HOME 91,156.62 164804 11/22/2023 023876 CLUB CADDIE HOLDINGS CLUB CADDIE - NOV 750.00 164805 11/22/2023 028756 COLDWELL BANKER HOME SOURCE PMI REFUND 180.00 164806 11/22/2023 028850 COMMUNITY HEALTH ACTION 1ST DISBURSEMENT - REQUEST FOR

PROGRAM
5,094.59
164807 11/22/2023 002890 CONCO CONSTRUCTION 13367 DEERWOOD RD R&R SIDEWALK & CURB
4,270.00
164808 11/22/2023 008781 CULLIGAN BOTTLED WATER GOLF COURSE WATER SERVICE 372.45 164809 11/22/2023 001628 DELL MARKETING L.P. PARKS & REC WORKSTATION 1,446.66 164810 11/22/2023 025081 SHELBY DORAN HALLOWEEN PARTY SUPPLIES 136.96 164811 11/22/2023 001311 DUNN EDWARDS CORPORATION AMPHITHEATER WALL PAINT 498.82 164812 11/22/2023 025075 EXPERT APPLIANCE SERVICE LLC JAMES WOODY FREEZER REPAIRS 320.12 164813 11/22/2023 004734 FAUST MEDIA SERVICES BUSINESS CARDS FOR COUNCIL MEMBERS, 13,433.33 164814 11/22/2023 000679 G.A. OSBORNE PIPE & SUPPLY IRRIGATION SUPPLIES FOR GROUNDS 3,487.03 164815 11/22/2023 000452 GRAINGER, INC. JANITORIAL SUPPLIES 1,348.48 164816 11/22/2023 001558 HAAKER EQUIPMENT CO NITROGEN CANISTER 60.34 164817 11/22/2023 009475 HESPERIA OUTDOOR POWER EQUIP PRO GATOR MAINTENANCE FOR GOLF COURSE
233.80
164818 11/22/2023 000480 HI DESERT TROPHY & AWARDS LLC 40 OZ WATER BOTTLES FOR MAYORS YOUTH
2,088.00
164819 11/22/2023 012567 HITT CONSTRUCTION CO., INC. PARK RESTROOM TOILET PAPER HOLDERS 1,730.00 164820 11/22/2023 023335 HOME DEPOT CREDIT SEVICES LOCKS FOR GROUNDS 128.35 164821 11/22/2023 024921 INTERWEST CONSULTING GROUP INC SPR2022-010 WATSON EAST PLANNING

SERVICES
3,442.50
164822 11/22/2023 006177 J. ALLISON CONSTRUCTION RRLP- JOHNSON FINAL DISBURSEMENT 6,500.00

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164823 11/22/2023 014262 KIMBALL MIDWEST GLOVES 161.40
164824 11/22/2023 017772 LAW OFFICES OF KATHY M GANDARA PROFESSIONAL SERVICES 10,151.68 164825 11/22/2023 013535 LLM PUBLICATIONS NOVEMEBR/DECEMBER CHLA MAGAZINE 1,008.00 164826 11/22/2023 005351 LOWE'S (LAR) TOWN HALL TRASH ENCLOSURE REPAIRS 1,876.29 164827 11/22/2023 000654 NAPA GREENS ROLLER FOR GOLF COURSE 157.88 164828 11/22/2023 028536 PNC EQUIPMENT FINANCE CARTS LEASE LATE CHARGE 6,584.89 164829 11/22/2023 008771 PRUDENTIAL OVERALL SUPPLY GOLF COURSE UTILITIY SUPPLIES 1,049.14 164830 11/22/2023 028845 QUALITY FENCE CO., INC FENCE PROJECT AT JAMES WOODY

BASKEBALL FIELD
175,641.51
164831 11/22/2023 011479 ROW TRAFFIC SAFETY, INC ADOPT A STREET 3,216.45 164832 11/22/2023 022052 SHARPLINE SOLUTIONS INC PLASTIC LETTERS 233.85 164833 11/22/2023 014002 SITEONE LANDSCAPE SUPPLY LLC GOLF COURSE GROUNDS MAINTENANCE 781.06 164834 11/22/2023 011345 SONSRAY MACHINERY LLC TRACTOR WHEEL & TIRE 729.08 164835 11/22/2023 026300 ST. FRANCIS ELECTRIC, LLC OCTOBER 2023 ROUTINE 17,976.72 164836 11/22/2023 001309 STOTZ EQUIPMENT PARTS FOR EQUIPMENT AT GOLF COURSE 2,076.89 164837 11/22/2023 018390 SUMMIT SAFETY LLC VESTS 64.65
164838 11/22/2023 016857 SUPERCO SPECIALTY PRODUCTS FACILITIES UTIILITY PRODUCTS 625.45 164839 11/22/2023 003478 TURF STAR INC. GOLF COURSE MOWER 348.57 164840 11/22/2023 002217 UNITED ROTARY BRUSH CORP. SWEEPER BRUSHES 1,309.71 164841 11/22/2023 025269 US AIR CONDITIONING DIST DUCT SEALER 17.75 164842 11/22/2023 020277 USPS PERMIT #82 POSTAGE FOR MAILING WINTER/SPRING 2024 REC GUIDE
4,000.00
164843 11/22/2023 000893 V.V.W.R.A. SEWAGE TREATMENT OCTOBER 2023 316,309.97 164844 11/22/2023 000894 VALLEY SECURITY SYSTEMS INC PARK SECURITY 47.00 164845 11/22/2023 000166 VALLEYWIDE NEWSPAPERS LLC NOTICE OF PUBLIC HEARING TRASH 38.50 164846 11/22/2023 025101 VETERAN SECURITY INC SECURITY SERVICES 11/12 - 11/18 7,590.00 164847 11/22/2023 001278 VULCAN MATERIALS MIX 494.98
164848 11/22/2023 000923 WAXIE SANITARY SUPPLY JANITORIAL SUPPLIES 1,454.97 164849 11/22/2023 021348 WINSUPPLY BREWSTER RESTROOM REPAIRS 198.96

Town of Apple Valley
Commercial Warrants
Month of SEPTEMBER 2023
164850 11/22/2023 028853 ALICIA WIRSGALLA REFUND FOR DEPOSIT OF RENTAL 500.00 164851 11/22/2023 021342 AMAZON CAPITAL SERVICES HOLIDAY PARTY SUPPLIES 29.47 164852 11/22/2023 000140 ANIMAL CARE HOSPITAL S/N VOUCHERS 175.00 164853 11/22/2023 002298 BEAR VALLEY ANIMAL HOSPITAL MEDICAL TREATMENT 2,191.67 164854 11/22/2023 002815 CHARTER COMMUNICATIONS SPECTRUM - NOV - GOLF 516.08 164855 11/22/2023 S/N REFUND S/N REFUND 40.00
164856 11/22/2023 000977 IDEXX DISTRIBUTION, INC SHELTER 5.15 164857 11/22/2023 S/N REFUND S/N REFUND 40.00
164858 11/22/2023 S/N REFUND S/N REFUND 40.00
164859 11/27/2023 TRASH REFUND TRASH REFUND 70.50
164860 11/27/2023 TRASH REFUND TRASH REFUND 239.92
164861 11/27/2023 TRASH REFUND TRASH REFUND 69.37
164862 11/27/2023 TRASH REFUND TRASH REFUND 28.71
164863 11/27/2023 TRASH REFUND TRASH REFUND 403.95
164864 11/27/2023 TRASH REFUND TRASH REFUND 61.96
164865 11/27/2023 TRASH REFUND TRASH REFUND 63.31
164866 11/27/2023 TRASH REFUND TRASH REFUND 31.14
164867 11/27/2023 TRASH REFUND TRASH REFUND 593.12
164868 11/27/2023 TRASH REFUND TRASH REFUND 84.60
473 Checks Total amount of checks: 6,966,574.19

Wire Reference Date Beneficiary Name Description Wire Total 231120B02DHH 11/20/2023 US BANK TRUST REDEVELOPMENT PROJECT SERIES 2020A $ 607,140.84

TOWN OF APPLE VALLEY

WIRE TRANSFERS
MONTH OF NOVEMBER 2023

Town Council Agenda Report
Date: December 12, 2023
To: Honorable Mayor and Town Council
Subject: NOVEMBER 2023 PAYROLL/BENEFITS WARRANTS SCHEDULE

From: Douglas Robertson, Town Manager
Submitted by: Margaret DeMauro, Finance Manager
Finance
Budgeted Item: Yes No N/A

RECOMMENDED ACTION
That the Town Council receive, ratify, and file the payroll/benefits warrants as presented.

BACKGROUND
Per Sections 3.16.040 through 3.18.030 of the Town of Apple Valley Municipal Code, except for tort claims, every claim and demand received against the Town shall be presented to, approved in writing by the receiving department or office, certified to the delivery or rendition of the supplies, materials, property, or service for which payment is claimed, and that the quality and prices correspond with the original specifications and contracts.

SUMMARY
Pursuant to the Town’s Municipal Code, the register of demands shall be presented to the Town Council at the next regular meeting thereof after preparation. The Town Council may approve, conditionally or partially approve, or reject such a register of demands and in connection therewith consider the recommendations of the Town Manager and Director of Finance. Further, the State Government Code provides that Staff may process and pay prior to ratification by the Town Council, demands properly made in the ordinary course of business, the just obligations of the Town, such as routine salaries and wages, and other like expenditures for which there is an express budget appropriation, and in connection with which there is no dispute as to the obligation and amount being payable.

The Payroll / Benefits warrants issued from November 1 through November 30, 2023, in the amount of $830,685.20 net of voids, covering issued warrant #s 69611-69681 and direct deposit advice #s 9986076-9986494 are herewith submitted for approval.

FISCAL IMPACT

DATE TOTAL
11/10/2023 $377,256.68
11/24/2023 $453,428.52
TOTAL: $830,685.20
The payroll and benefit warrants issued, covering warrant #s 69611-69681 and direct deposit advice #s 9985668 – 9986075 inclusive, totaled $830,685.20. Sufficient funding is appropriated and available in such amounts necessary to cover the demands included herein.

Town Council Agenda Report
Date: December 12, 2023
To: Honorable Mayor and Town Council
Subject: APPROVING AND AUTHORIZING TRANSMITTAL OF A

RECOGNIZED OBLIGATION PAYMENT SCHEDULE AND
ADMINISTRATIVE BUDGET FOR FISCAL YEAR 2024-25
From: Douglas Robertson, Town Manager
Submitted by: Margaret DeMauro, Interim Finance Manager Budgeted Item: Yes No N/A
RECOMMENDED ACTION:

Adopt a resolution approving and authorizing transmittal of a Recognized Obligation Payment Schedule and Administrative Budget for Fiscal Year 2024-25.

SUMMARY:

In 2011, Assembly Bill (“AB”) x1 26 effectively dissolved all redevelopment agencies in the State of California. AB 1484 was signed by the Governor on June 27, 2012, and Senate Bill (“SB”) 107 was chaptered into law on September 22, 2015, both changing and clarifying certain provisions of AB x1 26 (collectively, the “Dissolution Law”). The Town of Apple Valley (“Town”) elected to serve as the Successor Agency to the Redevelopment Agency of the Town of Apple Valley (“Successor Agency”) under Dissolution Law, taking on the responsibility to wind down the affairs of the former Redevelopment Agency of the Town of Apple Valley.

The Dissolution Law requires the Successor Agency to prepare an annual Recognized Obligation Payment Schedule (“ROPS”) that identifies financial obligations and funding sources to pay them. The ROPS must be approved by the San Bernardino County Oversight Board to the Successor Agency (“Oversight Board”) and submitted to the State Department of Finance (“DOF”). Pursuant to Health and Safety Code (“HSC”) Section 34177(l), DOF provides the ROPS form for successor agencies to use to report enforceable obligations. The completed ROPS for the July 1, 2024 through June 30, 2025 period (“ROPS 24-25”) is due to DOF by February 1, 2024 by electronic submission.

Pursuant to HSC Section 34177(l)(2)(C), a copy of the ROPS must also be submitted to the San Bernardino County Auditor-Controller (“Auditor-Controller”) and State Controller’s Office.

The Successor Agency requires and requests $1,019,877 in Redevelopment Property Tax Trust Fund (“RPTTF”) revenues (columns O,P, U, and V on ROPS Detail) along with authority to spend $354,306 in “Other Funds” (columns N and T on ROPS Detail) to pay its obligations. The line items are identical to those approved for the previous annual ROPS. Note that RPTTF revenues are generated by the Successor Agency’s property tax increment. The Other Funds will be received from the Town’s portion of the former Victor Valley Economic Development Authority (“VVEDA”) Redevelopment Project Area to pay for obligations associated with the Town’s portion of the VVEDA Project Area.

The approval of the Successor Agency’s ROPS 24-25, attached as Attachment “B”, is critical to ensure the continued flow of property taxes to the Successor Agency, thereby enabling the payments of scheduled debt service on bonded indebtedness and other obligations. Should a successor agency not submit a ROPS to the DOF by February 1, the sponsoring entity could be subject to a $10,000 civil penalty for each day the ROPS is delinquent.

HSC Section 34177(j) requires successor agencies to prepare an annual proposed administrative budget and submit it to the oversight board for its approval. The Successor Agency has prepared an Administrative Budget for Fiscal Year (“FY”) 2024-25, attached as Attachment “C”.

DISCUSSION:

In addition to a list of enforceable obligations for the upcoming fiscal year, the ROPS form includes a Report of Cash Balances where successor agencies identify any available funds on hand that can be used to pay enforceable obligations. After all available funds on hand are allocated, the Successor Agency can request funding for enforceable obligations from property tax increment revenue deposited by the Auditor-Controller in the RPTTF. Allocations of RPTTF require approval by the Oversight Board and DOF.

The following sections elaborate on the enforceable obligations listed on the ROPS and significant aspects of the Cash Balances.

Tax Allocation Bonds Debt Service
The Successor Agency refunded the 2005 VVEDA Tax Allocation Bonds, 2007 VVEDA Tax Allocation Bonds, and the 2007 Apple Valley Project Area 2 Bonds with an issue of 2020 VVEDA Tax Allocation Refunding Bonds (“2020 VVEDA Bonds”) and 2020 Apple Valley Project Area 2 Bonds (“2020 Project Area 2 Bonds”), in order to take advantage of lower interest rates and reduce the sum of total future debt service payments. The refunding enabled the Successor Agency to retire the 2005 and 2007 VVEDA Bonds and the 2007 Project Area 2 Bonds (ROPS Items 1, 2, and 8), which were replaced with items 45 and 46 on the ROPS.

The 2020 VVEDA Bonds were issued by VVEDA and are secured by property tax increment from the Town’s portion of the VVEDA Project Area. The 2020 Project Area 2 Bonds were issued by the Successor Agency and are secured by property tax increment revenues from its own former Redevelopment Project Area 2. These Bonds were issued for the acquisition and construction of two sites, as well as the financing of certain public capital improvements.

The Successor Agency receives funding from VVEDA’s RPTTF for the 2020 VVEDA Bonds. Therefore, for the Successor Agency, these funds are considered Other Funds.

Per the debt service schedule, the Successor Agency requests the following on the current ROPS:
 2020 VVEDA Bonds (ROPS item 45): $351,000
The Successor Agency must also request to spend its own RPTTF funding for the 2020 Project Area 2 Bonds. Per the debt service schedule, the Successor Agency requests the following on the current ROPS:
 2020 Project Area 2 Bonds (ROPS item 46): $864,400
Tax Allocation Bonds Fees and Costs
The Successor Agency requests funding for trustee fees and continuing disclosure services associated with the Bonds. The Successor Agency requests the following for the VVEDA Bonds obligations from Other Funds:
 2020 Tax Allocation Refunding Bonds Trustee Fees (ROPS item 47): $725  2020 Tax Allocation Refunding Bonds Continuing Disclosure Services (ROPS item 48): $2,581
The Successor Agency requests the following for the Project Area 2 Bonds obligations from RPTTF:

 2020 Tax Allocation Refunding Bonds Trustee Fees (ROPS item 49): $2,833  2020 Tax Allocation Refunding Bonds Continuing Disclosure Services (ROPS item 48): $7,644
Successor Agency Administrative Costs
HSC Section 34177(j) requires the Successor Agency to prepare an Administrative Budget and submit it to the Oversight Board for approval. Per HSC Section 34177, each successor agency is limited to an administrative cost allowance of the greater of $250,000 or 3% of its approved non-administrative obligations in the previous ROPS year.

However, the administrative allowance cannot exceed 50 percent of RPTTF distributed in the prior fiscal year, excluding the administrative allowance and any City/former redevelopment agency loan repayments. The Successor Agency is expected to receive $799,645 in non-administrative RPTTF distributed in the ROPS 23-24 period, allowing the Successor Agency to request the greater of $250,000 or $23,989. The Successor Agency does not anticipate needing the entire $250,000 minimum annual administrative allocation described in HSC Section 34171(b) and is requesting $145,000 (ROPS item 17), with the full amount requested in 24-25A period.

This is the same amount as the previous year. An Administrative Budget for FY 2024-25 is attached as Attachment “C.”
Cash Balances
The Cash Balances page shows the inflow and outflow of funds held by the Successor Agency. Funds are being spent in a timely manner and consistent with the approvals of the Oversight Board and DOF. The Cash Balances page helps the Successor Agency to identify other funds available to spend on enforceable obligations, detailed as follows:
 $116,129 of Other Funds is remaining after the ROPS 21-22 period and available for re-allocation to ROPS 24-25 obligations.
 $18,324 of RPTTF is remaining after the ROPS 21-22 period and available for re-allocation to ROPS 24-25 obligations.

Last and Final ROPS
Pursuant to HSC section 34191.6(a), beginning January 1, 2016, agencies that have received a Finding of Completion may submit a Last and Final ROPS if all the following conditions are met:
1) The remaining debt is limited to administrative costs and payments pursuant to enforceable obligations with defined payment schedules including, but not limited to, debt service, loan agreements, and contracts. 2) All remaining obligations have been previously listed on the ROPS and

approved for payment by Finance pursuant to HSC section 34177(m) or (o). 3) The agency is not a party to outstanding/unresolved litigation, except as specified in HSC section 34191.6(a)(3).

A Last and Final ROPS would reduce the administrative burden on the Successor Agency and eliminate the need for Oversight Board meetings to approve the ROPS. However, the Successor Agency could amend the Last and Final ROPS only twice. The Successor Agency has not yet determined whether it is in a position to submit a Last and Final ROPS.

Oversight Board Consolidation
As of July 1, 2018, the San Bernardino Countywide Oversight Board was established pursuant to HSC Section 34179(j). Accordingly, rather than all successor agencies in San Bernardino County each having their own oversight board, one Consolidated Oversight Board reviews actions taken by all of the successor agencies within the County and can direct all of the same successor agencies to perform certain actions.

The Oversight Board has scheduled its general meetings to occur approximately once per month. The Oversight Board will consider approval of the Successor Agency’s ROPS 24-25 on January 11, 2024. The Successor Agency already submitted its ROPS and related documents to Oversight Board staff for review at this meeting.

FISCAL IMPACT:

The ROPS 24-25 must be approved by the Oversight Board and submitted to the DOF by February 1, 2024, for the Successor Agency to receive RPTTF, administered by the Auditor-Controller, and to pay enforceable obligations during the ROPS 24-25 period.

ATTACHMENTS:

A. Resolution No. SA 2023-01 approving and authorizing transmittal of a Recognized Obligation Payment Schedule and administrative budget for Fiscal Year 2024-25
B. Town of Apple Valley Successor Agency ROPS 24-25
C. Town of Apple Valley Successor Agency Fiscal Year 2024-25 Administrative Budget

RESOLUTION NO. SA 2023-01

A RESOLUTION OF THE SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE TOWN OF APPLE

VALLEY APPROVING AND AUTHORIZING TRANSMITTAL

OF A RECOGNIZED OBLIGATION PAYMENT SCHEDULE

AND ADMINISTRATIVE BUDGET FOR FISCAL YEAR
2024-25
WHEREAS, pursuant to Assembly Bill (“AB”) x1 26, enacted on June 28, 2011, and as subsequently amended by AB 1484, and Senate Bill 107 (collectively, "Dissolution Act"), as codified in the California Health & Safety Code (“HSC”), the Redevelopment Agency of the Town of Apple Valley (“Former Agency”) was dissolved as of February 1, 2012; and
WHEREAS, the Town of Apple Valley (“Town”) elected to serve as the Successor Agency to the Former Agency (“Successor Agency”) pursuant to the Dissolution Act; and WHEREAS, among the duties of successor agencies under the Dissolution Act as amended is the preparation of an annual Recognized Obligation Payment Schedule (“ROPS”), per HSC Section 34177(l), that includes the ensuing fiscal year for consideration by a consolidated oversight board and the California Department of Finance (“DOF”) for purposes of administering the wind-down of financial obligations of the Former Agency; and
WHEREAS, HSC Section 34177(l) further requires that the proposed ROPS be transmitted to the San Bernardino County Consolidated Oversight Board (“Oversight Board”), after which time the Oversight Board may approve the ROPS and the Successor Agency’s transmittal of the adopted ROPS to DOF, the San Bernardino County AuditorController, and the State Controller’s Office for their consideration; and WHEREAS, the proposed ROPS for Fiscal Year 2024-25 (“ROPS 24-25”), attached hereto as Attachment “B,” has been prepared and is consistent with the provisions of the Dissolution Act and in the format made available by DOF; and WHEREAS, the Successor Agency desires to approve the proposed ROPS 24-25 and transmit it to various parties as required by the Dissolution Law; and WHEREAS, the Successor Agency is required to prepare an annual administrative budget and submit it to an oversight board per HSC Section 34177(j); and WHEREAS, the Successor Agency prepared the Fiscal Year 2024-25 Administrative Budget in accordance with the Dissolution Act, attached hereto as Attachment “C”; and
WHEREAS, the Successor Agency’s proposed Fiscal Year 2024-25 Administrative Budget has been reviewed, and by this Resolution the Successor Agency desires to approve such Administrative Budget and authorize submittal thereof to the Oversight Board for its review and approval; and

SA Resolution 2023-01
WHEREAS, the Oversight Board will review the ROPS 24-25 and Fiscal Year 2024-25 Administrative Budget on January 11, 2024.

NOW, THEREFORE, THE SUCCESSOR AGENCY TO THE REDEVELOPMENT

AGENCY OF THE TOWN APPLE VALLEY DOES HEREBY RESOLVE AS
FOLLOWS:

SECTION 1. The foregoing recitals are true and correct and are a substantive part of this Resolution, incorporated herein by this reference.

SECTION 2. The Successor Agency hereby approves and adopts the ROPS 24- 25 covering the period of July 1, 2024 through June 30, 2025, in substantially the form attached hereto as Attachment “B,” as required by Dissolution Law.

SECTION 3. Pursuant to the Dissolution Act, the Successor Agency approves the Fiscal Year 2024-25 Administrative Budget for the period of July 1, 2024 to June 30, 2025 submitted herewith as Attachment “C,” which is incorporated herein by this reference.

SECTION 4. The Successor Agency accepts administrative revisions made to the ROPS 24-25 in order to enable the Successor Agency to submit the ROPS 24-25 to DOF by the deadline of February 1, 2024.

SECTION 5. The Town Manager is hereby authorized and directed to post a copy of the ROPS on the Town’s website and transmit a copy of the ROPS to the offices of the San Bernardino County Auditor-Controller, the California State Controller’s Office, and the California State Department of Finance upon the Oversight Board’s approval.

APPROVED and PASSED this 12
th day of December, 2023.

Successor Agency to the Redevelopment
Agency of the Town of Apple Valley
BY: _____________________________
Chair, Scott Nassif
ATTEST:
_____________________________
Successor Agency Secretary,
La Vonda M-Pearson

Recognized Obligation Payment Schedule (ROPS 24-25) - Summary Filed for the July 1, 2024 through June 30, 2025 Period Successor Agency: Apple Valley
County: San Bernardino
Current Period Requested Funding for Enforceable
Obligations (ROPS Detail)
24-25A Total
(July -
December)
24-25B Total
(January -
June)
ROPS 24-25
Total
A Enforceable Obligations Funded as Follows (B+C+D) $ 178,806 $ 175,500 $ 354,306 B Bond Proceeds - - -
C Reserve Balance - - -
D Other Funds 178,806 175,500 354,306
E Redevelopment Property Tax Trust Fund (RPTTF) (F+G) $ 587,677 $ 432,200 $ 1,019,877 F RPTTF 442,677 432,200 874,877
G Administrative RPTTF 145,000 - 145,000
H Current Period Enforceable Obligations (A+E) $ 766,483 $ 607,700 $ 1,374,183 Certification of Oversight Board Chairman:

Name Title
Pursuant to Section 34177 (o) of the Health and Safety
code, I hereby certify that the above is a true and
accurate Recognized Obligation Payment Schedule for
the above named successor agency. /s/
Signature Date

Apple Valley
Recognized Obligation Payment Schedule (ROPS 24-25) - ROPS Detail July 1, 2024 through June 30, 2025

A B C D E F G H I J K L M N O P Q R S T U V W
Item
#
Project
Name
Obligation
Type
Agreement
Execution
Date
Agreement
Termination
Date
Payee Description Project
Area
Total
Outstanding
Obligation
Retired
ROPS
24-25
Total
ROPS 24-25A (Jul - Dec)
24-25A
Total
ROPS 24-25B (Jan - Jun)
24-25B
Total
Fund Sources Fund Sources
Bond
Proceeds
Reserve
Balance
Other
Funds RPTTF Admin RPTTF
Bond
Proceeds
Reserve
Balance
Other
Funds
RPTTF
Admin
RPTTF
$42,540,875 $1,374,183 $- $- $178,806 $442,677 $145,000 $766,483 $- $- $175,500 $432,200 $- $607,700 17 Admin
Costs
Admin
Costs
07/01/
2013
06/30/2037 Town
of
Apple
Valley
Dissolution
Activities and
Services
VVEDA/
AVRDA
PA2
1,885,000 N $145,000 - - - - 145,000 $145,000 - - - - - $- 45 2020 Tax
Allocation
Refunding
Bonds
Refunding
Bonds
Issued After
6/27/12
09/01/
2020
06/30/2037 US
Bank
2020 Tax
Allocation
Refunding
Bonds for
Capital
Projects
VVEDA 11,811,800 N $351,000 - - 175,500 - - $175,500 - - 175,500 - - $175,500 46 2020 Tax
Allocation
Refunding
Bonds
Refunding
Bonds
Issued After
6/27/12
09/01/
2020
06/30/2037 US
Bank
2020 Tax
Allocation
Refunding
Bonds for
Capital
Projects/
Housing
Projects
Project
Area 2
28,674,000 N $864,400 - - - 432,200 - $432,200 - - - 432,200 - $432,200 47 2020 Tax
Allocation
Refunding
Bonds
Trustee
Fees
Fees 09/01/
2020
06/30/2037 US
Bank
Annual Fiscal
Agent Fees
for VVEDA
Project Area
Bonds
VVEDA 9,425 N $725 - - 725 - - $725 - - - - - $-
48 2020 Tax
Allocation
Refunding
Bonds
Continuing
Disclosure
Professional
Services
09/01/
2020
06/30/2037 Urban
Futures
Professional
Service Costs
relating to
Annual
Disclosure
Requirements
VVEDA 36,134 N $2,581 - - 2,581 - - $2,581 - - - - - $- 49 2020 Tax
Allocation
Refunding
Bonds
Trustee
Fees
Fees 09/01/
2020
06/30/2037 US
Bank
Annual Fiscal
Agent Fees
for Project
Area 2 Bonds
Project
Area 2
17,500 N $2,833 - - - 2,833 - $2,833 - - - - - $-
50 2020 Tax
Allocation
Refunding
Bonds
Professional
Services
09/01/
2020
06/30/2037 Urban
Futures
Professional
Service Costs
relating to
Annual
Project
Area 2
107,016 N $7,644 - - - 7,644 - $7,644 - - - - - $-

A B C D E F G H I J K L M N O P Q R S T U V W
Item
#
Project
Name
Obligation
Type
Agreement
Execution
Date
Agreement
Termination
Date
Payee Description Project
Area
Total
Outstanding
Obligation
Retired
ROPS
24-25
Total
ROPS 24-25A (Jul - Dec)
24-25A
Total
ROPS 24-25B (Jan - Jun)
24-25B
Total
Fund Sources Fund Sources
Bond
Proceeds
Reserve
Balance
Other
Funds RPTTF Admin RPTTF
Bond
Proceeds
Reserve
Balance
Other
Funds
RPTTF
Admin
RPTTF
Continuing
Disclosure
Disclosure
Requirements

Apple Valley
Recognized Obligation Payment Schedule (ROPS 24-25) - Report of Cash Balances July 1, 2021 through June 30, 2022
(Report Amounts in Whole Dollars)
Pursuant to Health and Safety Code section 34177 (l), Redevelopment Property Tax Trust Fund (RPTTF) may be listed as a source of payment on the ROPS, but only to the extent no other funding source is available or when payment from property tax revenues is required by an enforceable obligation.

A B C D E F G H
ROPS 21-22 Cash Balances
(07/01/21 - 06/30/22)
Fund Sources
Comments
Bond Proceeds Reserve Balance Other Funds RPTTF
Bonds issued
on or before
12/31/10
Bonds issued
on or after
01/01/11
Prior ROPS
RPTTF and
Reserve
Balances retained
for future
period(s)
Rent, grants,
interest, etc.

Non-Admin
and Admin
1 Beginning Available Cash Balance (Actual 07/01/21)
RPTTF amount should exclude "A" period distribution
amount.
3 127,519 142,979
2 Revenue/Income (Actual 06/30/22)
RPTTF amount should tie to the ROPS 21-22 total
distribution from the County Auditor-Controller
342,727 998,298
3 Expenditures for ROPS 21-22 Enforceable Obligations
(Actual 06/30/22)
354,117 986,326
4 Retention of Available Cash Balance (Actual 06/30/22) RPTTF amount retained should only include the amounts
distributed as reserve for future period(s)
136,627
5 ROPS 21-22 RPTTF Prior Period Adjustment
RPTTF amount should tie to the Agency's ROPS 21-22 PPA
form submitted to the CAC
No entry required 18,324
6 Ending Actual Available Cash Balance (06/30/22)
C to F = (1 + 2 - 3 - 4), G = (1 + 2 - 3 - 4 - 5)
$3 $- $- $116,129 $-

Apple Valley
Recognized Obligation Payment Schedule (ROPS 24-25) - Notes July 1, 2024 through June 30, 2025
Item # Notes/Comments
17 45
46 47
48 49
50

ATTACHMENT C
$ 145,000 $ - $ 145,000 $ 145,000 $ 145,000 $ -
- - -
$ 145,000 $ - $ 145,000 $ 145,000 $ 145,000 $ -
STAFF:

Finance Director
12% $ 28,600 $ 25,812 $ 2,788 $ 28,600 $ 28,600 $ -
Finance Analyst
12% 23,500 21,209 2,291 23,500 23,500 -
Administrative
Analyst II 5% 12,500 11,282 1,218 12,500 12,500 -
Accountant I/II
9% 14,000 12,635 1,365 14,000 14,000 -
Town Manager 10% 15,600 14,079 1,521 15,600 15,600 -
Town Attorney 5% 9,100 8,213 887 9,100 9,100 -
Town Clerk
5% 11,700 10,560 1,140 11,700 11,700 -
Consultants
100%% $ 30,000 $ 20,910 $ 9,090 $ 30,000 $ 30,000 $ -
$ 145,000 $ 124,700 $ 20,300 $ 145,000 $ 145,000 $ -
Review staff reports, resolutions,
provide legal services as needed

REVENUE
EXPENSES1
= Variance
= Variance Requested
FY 2024-25
Actual
FY 2022-23
Requested
Description FY 2023-24
Reviewing agenda items, research
for ROPS, responding to OB, CAC,
and DOF
Records and posts into general
ledger, keeping records
Assists with review and responses
to information requests
COMMENTS/NOTES ON VARIANCES:

Processes and reviews all
invoices, payments, general
ledger analysis
Prepare ROPS, PPA, staff reports,
and resolutions; attend
meetings, coordinate with staff
on responses to OB, CAC, and
DOF; project cash flow

ADMINISTRATIVE COSTS
% Allocated
Coordinates Successor Agency
Agenda Items, Staff Reports,
Resolutions
$ 115,000
Other/Indirect: Other - Specify Purpose % Allocated
Sub-Total Personnel Costs
$ -
Oversees all Successor Agency
activity
2024 - 2025
= Variance
= Variance Requested
FY 2022-23
ADMINISTRATIVE BUDGET FY:

Requested
FY 2024-25
Total Administrative Budget
Complete all four columns for Revenue and Expenses throughout form.

Requested
FY 2023-24
Actual
FY 2022-23
Requested
FY 2022-23
RPTTF to Successor Agency1
Entity General Fund to Cover RPTTF Shortfall (If applicable) SUCCESSOR AGENCY NAME: Town of Apple Valley
Methodology Implementation Date: 10/30/23
1 Itemized "Expenses" should only reflect the portion paid by RPTTF, not General Fund or other funds $ 115,000 $ 103,790 $ 11,210 $ 115,000
BUDGET METHODOLOGY (Specify: Cost Allocation Plan, Time Study, etc.): Time Study Total Expenses - should equal "RPTTF to Successor Agency"1

SUCCESSOR AGENCY
ADMINISTRATIVE COST ALLOWANCE CALCULATION Disbursement
Actual RPTTF Distributed Prior Fiscal Year $ 944,645
Less Prior FY Admin Cost Allowance (Enter as a negative amount) (145,000) Less Prior FY City/County Loan Repayment (Enter as a negative amount) - Adjusted RPTTF Distribution for Prior Fiscal Year $ 799,645 Limit Test:
3% of Adjusted RPTTF $ 23,989
50% of Adjusted RPTTF $ 399,823
Minimum RPTTF $ 250,000
If 50% is less than $250,000, use 50%
If 3% is greater than $250,000, use 3%
If 50% is greater than $250K AND 3% is less than $250K, use $250K $ 250,000 (4) Notwithstanding paragraph (3), commencing July 1, 2016, a successor agency's annual administrative costs shall not exceed 50 percent of the total Redevelopment Property Tax Trust Fund distributed to pay enforceable obligations in the preceding fiscal year, which latter amount shall be reduced by the successor agency's administrative cost allowance and loan repayments made to the city, county, or city and county that created the redevelopment agency that it succeeded pursuant to subdivision (b) of Section 34191.4 during the preceding fiscal year.  This limitation applies to administrative costs whether paid within the administrative cost allowance or not, but does not apply to administrative costs paid from bond proceeds or grant funds, or, in the case of a successor agency that is a designated local authority, from sources other than property tax. "A"
"B"
"C"
STEP
(3) Commencing July 1, 2016, and for each fiscal year thereafter, the administrative cost allowance shall be up to 3 percent of the actual property tax distributed to the successor agency by the county auditor-controller in the preceding fiscal year for payment of approved enforceable obligations, reduced by the successor agency's administrative cost allowance and loan repayments made to the city, county, or city and county that created the redevelopment agency that it succeeded pursuant to subdivision (b) of Section 34191.4 during the preceding fiscal year.  However, the administrative cost allowance shall not be less than two hundred fifty thousand dollars ($250,000) in any fiscal year, unless this amount is reduced by the oversight board or by agreement between the successor agency and the department.

Administrative Cost is governed by Health and Safety Code Sections 34171 (3) and (4):

CURRENT YEAR ROPS ADMIN COST ALLOWABLE AMOUNT:

Blue highlighted cells require manual input; other cells have formulas to determine ACA Note:

Town Council Agenda Report
Date: December 12, 2023
To: Honorable Mayor and Town Council
Subject: A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF APPLE

VALLEY AMENDING THE CLASSIFICATION AND SALARY PLAN

FOR THE TOWN OF APPLE VALLEY
From: Douglas Robertson, Town Manager
Submitted by: Kristine Shoup, Human Resources Manager
Human Resources
Budgeted Item: Yes No N/A

RECOMMENDED ACTION
That the Town Council adopt the attached Resolution No. 2023-36, a Resolution of the Town Council of the Town of Apple Valley, California, amending the current Classification and Salary plan.

BACKGROUND
Starting January 1, 2024, California minimum wage will increase to $16.00 per hour. The Human Resources Department has updated the Classification and Salary Plan to meet the obligations of the State of California’s minimum wage law.

The Human Resources Department is proposing adjusting the salary range for the following classifications in accordance with the mandatory minimum wage increase effective January 1, 2024:
 Animal Services Assistant
 Event Assistant (vacant)
 Golf Services Aide
 Intern (vacant)
 Maintenance Aide
 Recreation Leader I
These proposed changes would adjust the Animal Services Assistant, Event Assistant, Golf Services Aide, Intern, Maintenance Aide, and Recreation Leader I classifications, currently starting at salary range 28 ($15.50 per hour) to salary range 30 ($16.24 per hour).

Due to the mandatory increases to these six classifications, the following classifications become compacted leaving less than 7.5% difference between the higher-level classifications and the lower-level classifications within the various job families:
 Recreation Leader I compacts Lifeguard and Recreation Leader II  Lifeguard compacts Assistant Pool Manager
 Recreation Leader II compacts Recreation Assistant
 Assistant Pool Manager compacts Pool Manager
 Recreation Assistant compacts Recreation Specialist
 Recreation Specialist compacts Recreation Coordinator  Intern compacts Office Assistant
 Office Assistant compacts Senior Office Assistant
Therefore, the Human Resources Department recommends adjusting the salary range for the Recreation Leader II and Lifeguard classifications from salary range 31 ($16.65 per hour) to salary range 34 ($17.92 per hour), the Recreation Assistant classification from salary range 34 ($17.92 per hour) to salary range 37 ($19.30 per hour), the Assistant Pool Manager classification from salary range 34 ($17.92 per hour) to salary range 37 ($19.30 per hour), the Pool Manager classification from salary range 37 ($19.30 per hour) to salary range 40 ($20.79 per hour), Recreation Specialist classification from salary range 40 ($20.79 per hour) to salary range 43 ($22.38 per hour), Recreation Coordinator classification from salary range 44 ($22.95 per hour) to salary range 47 ($24.71 per hour), the Office Assistant classification from range 30 ($16.24 per hour) to salary range 33 ($17.48 per hour) and the Senior Office Assistant classification from salary range 36 ($18.83 per hour) to salary range 39 ($20.27 per hour) to maintain internal equity between the classifications.

Additionally, with these proposed changes, the Custodial Aide classification (range 30) and Custodian classification (range 31) will fall within 2.5% of each other. Therefore, the Human Resources Department recommends collapsing the Custodial Aide classification into the Custodian classification and removing the Custodial Aide classification from the classification and salary plan. All incumbents currently in the Custodial Aide classification will maintain their part-time status within the new classification.

FISCAL IMPACT
The Finance Department will budget for the increased costs in the Fiscal Year 2024/2025 budget.

ATTACHMENTS
A. Resolution No. 2023-36
B. Classification and Salary Plan for Fiscal Year 2023/2024 C. Grade and Step Plan for Fiscal Year 2023/2024

RESOLUTION NO. 2023 – 36

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN

OF APPLE VALLEY AMENDING THE CLASSIFICATION

AND SALARY PLAN FOR THE TOWN OF APPLE VALLEY
WHEREAS, the Town Council of the Town of Apple Valley has established classification and salary plan for the Town of Apple Valley; and WHEREAS, the Town Council of the Town of Apple Valley wishes to modify the classification and salary plan for the Town of Apple Valley.

NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF APPLE VALLEY AS FOLLOWS:

Section 1. The Town Council finds that all of the facts set forth in the Recitals of this Resolution, are true and correct, and are incorporated herein by reference.

Section 2. The Town Council hereby adopts the revised classification and salary plan as shown in Attachment A.

Section 3. The Town Council hereby amends existing Grade and Step Plan as shown in Attachment B.

Section 4. Severability. If any section, subsection, sentence, clause, phrase, or portion of this Resolution is for any reason held to be invalid or unenforceable by a court of competent jurisdiction, the remaining portions of this Resolution shall nonetheless remain in full force and effect.

Section 5. Effective Date. This Resolution is effective immediately. All resolutions, parts of resolutions in conflict herewith are hereby amended to be consistent herewith.

APPROVED and ADOPTED by the Town Council of the Town of Apple Valley this 12th day of December 2024.
_____________________________________
Scott Nassif, Mayor
ATTEST:
______________________________
La Vonda M-Pearson, Town Clerk

Position Classification Range
Monthly
Salary Min To
Monthly
Salary Max
Account Clerk I 36 $3,263 to $4,611
Account Clerk II 40 $3,602 to $5,090
Accountant I 52 $4,845 to $6,846
Accountant II 55 $5,217 to $7,372
Accountant, Senior 61 $6,051 to $8,550
Accounting Technician 46 $4,178 to $5,903
Administrative Analyst I 55 $5,217 to $7,372
Administrative Analyst II 61 $6,051 to $8,550
Administrative Assistant 42 $3,785 to $5,348
Administrative Assistant, Senior 48 $4,389 to $6,202
Animal Behaviorist 44 $3,976 to $5,619
Animal Health Assistant 39 $3,514 to $4,966
Animal Health Supervisor 59 $5,759 to $8,138
Animal Outreach Assistant 39 $3,514 to $4,966
Animal Services Supervisor 59 $5,759 to $8,138
Animal Services Assistant 30 $2,814 to $3,976
Animal Services Attendant 37 $3,345 to $4,727
Animal Services Manager 69 $7,372 to $10,417
Animal Services Officer I 42 $3,785 to $5,348
Animal Services Officer II 46 $4,178 to $5,903
Animal Services Officer Trainee 38 $3,429 to $4,845
Town of Apple Valley Classification Plan FY 2023-2024

Effective: January 1, 2024

Position Classification Range
Monthly
Salary Min To
Monthly
Salary Max
Town of Apple Valley Classification Plan FY 2023-2024
Animal Services Officer, Senior 52 $4,845 to $6,846
Animal Services Specialist, Senior 39 $3,514 to $4,966
Animal Services Technician 40 $3,602 to $5,090
Assistant Director of Community Development 76 $8,763 to $12,383 Assistant Director of Community Enhancement 76 $8,763 to $12,383 Assistant Director of Econ Dev & Housing 76 $8,763 to $12,383 Assistant Director of Energy & Environmental Services 76 $8,763 to $12,383 Assistant Director of Finance 76 $8,763 to $12,383
Assistant Planner 53 $4,966 to $7,017
Assistant Pool Manager 37 $3,345 to $4,727
Assistant Town Clerk 64 $6,516 to $9,207
Assistant Town Manager NR $15,851 to $22,397
Associate Planner 59 $5,759 to $8,138
Code Enforcement Manager 69 $7,372 to $10,417
Code Enforcement Officer I 46 $4,178 to $5,903
Code Enforcement Officer II 52 $4,845 to $6,846
Code Enforcement Officer, Senior 55 $5,217 to $7,372
Code Enforcement Supervisor 59 $5,759 to $8,138
Code Enforcement Technician 42 $3,785 to $5,348
Community Development Director 86 $11,218 to $15,851
Community Enhancement Officer 44 $3,976 to $5,619

Effective: January 1, 2024

Position Classification Range
Monthly
Salary Min To
Monthly
Salary Max
Town of Apple Valley Classification Plan FY 2023-2024
Custodian 31 $2,884 to $4,076
Customer Service Representative 38 $3,429 to $4,845
Deputy Town Clerk 53 $4,966 to $7,017
Director of Animal Services 86 $11,218 to $15,851
Director of Business Development and Communication 86 $11,218 to $15,851 Director of Finance 86 $11,218 to $15,851
Director of Government Services 86 $11,218 to $15,851
Director of Municipal Services 86 $11,218 to $15,851
Director of Parks and Recreation 86 $11,218 to $15,851
Director of Public Works 86 $11,218 to $15,851
Economic Development Assistant 53 $4,966 to $7,017
Economic Development Manager 72 $7,939 to $11,218
Economic Development Specialist I 59 $5,759 to $8,138
Economic Development Specialist II 65 $6,679 to $9,437
Environmental Programs Coordinator 59 $5,759 to $8,138
Equipment Operator 48 $4,389 to $6,202
Event Assistant 30 $2,814 to $3,976
Event Coordinator 51 $4,727 to $6,679
Executive Assistant 54 $5,090 to $7,192
Facilities Supervisor 59 $5,759 to $8,138
Finance Analyst 67 $7,017 to $9,915

Effective: January 1, 2024

Position Classification Range
Monthly
Salary Min To
Monthly
Salary Max
Town of Apple Valley Classification Plan FY 2023-2024
Finance Manager 72 $7,939 to $11,218
Fiscal Services Supervisor 61 $6,051 to $8,550
Fleet Mechanic 45 $4,076 to $5,759
Geographic Information Systems (GIS) Specialist 55 $5,217 to $7,372 Golf Services Aide 30 $2,814 to $3,976
Golf Services Retail Assistant 34 $3,106 to $4,389
Golf Services Supervisor 52 $4,845 to $6,846
Graphic Designer 55 $5,217 to $7,373
Housing & Community Dev Specialist I 57 $5,482 to $7,745 Housing & Community Dev Specialist II 63 $6,357 to $8,982 Housing & Community Development Supervisor 65 $6,679 to $9,437 Housing & Community Development Technician 43 $3,879 to $5,482 Human Resources Analyst 61 $6,051 to $8,550
Human Resources Assistant 50 $4,611 to $6,516
Human Resources Coordinator 55 $5,217 to $7,372
Human Resources Manager 69 $7,372 to $10,417
Innovation and Technology Coordinator 63 $6,357 to $8,982 Innovation and Technology Officer 76 $8,763 to $12,383
Innovation and Technology Specialist 55 $5,217 to $7,372 Innovation and Technology Technician 49 $4,499 to $6,357 Intern 30 $2,814 to $3,976

Effective: January 1, 2024

Position Classification Range
Monthly
Salary Min To
Monthly
Salary Max
Town of Apple Valley Classification Plan FY 2023-2024
Lifeguard 34 $3,106 to $4,389
Maintenance Aide 30 $2,814 to $3,976
Maintenance Worker I 37 $3,345 to $4,727
Maintenance Worker II 41 $3,692 to $5,217
Maintenance Worker, Senior 45 $4,076 to $5,759
Manager of Legislative Affairs and Grants 72 $7,939 to $11,218 Office Assistant 33 $3,030 to $4,282
Office Assistant, Senior 39 $3,514 to $4,966
Park and Recreation Manager 72 $7,939 to $11,218
Parks Supervisor 52 $4,845 to $6,846
Planner, Senior 65 $6,679 to $9,437
Planning Manager 72 $7,939 to $11,218
Planning Technician 43 $3,879 to $5,482
Pool Manager 37 $3,345 to $4,727
Principal Planner 70 $7,557 to $10,677
Public Information Officer 72 $7,939 to $11,218
Public Relations Specialist 53 $4,966 to $7,017
Public Relations Specialist, Senior 56 $5,348 to $7,557 Public Works Inspector 52 $4,845 to $6,846
Public Works Manager 69 $7,372 to $10,417
Public Works Supervisor 59 $5,759 to $8,138

Effective: January 1, 2024

Position Classification Range
Monthly
Salary Min To
Monthly
Salary Max
Town of Apple Valley Classification Plan FY 2023-2024
Public Works Technician 43 $3,879 to $5,482
Records Technician 41 $3,692 to $5,217
Recreation Assistant 37 $3,345 to $4,727
Recreation Coordinator 47 $4,282 to $6,051
Recreation Leader I 30 $2,814 to $3,976
Recreation Leader II 34 $3,106 to $4,389
Recreation Specialist 43 $3,879 to $5,482
Recreation Supervisor 52 $4,845 to $6,846
Recreation Supervisor, Senior 59 $5,759 to $8,138
Registered Veterinary Technician 46 $4,178 to $5,903
Rescue Coordinator 44 $3,976 to $5,619
Special Projects Manager 72 $7,939 to $11,218
Town Clerk 76 $8,763 to $12,383
Town Manager NR $24,929 to $24,929

Effective: January 1, 2024

Town of Apple Valley
Grade and Step Plan 2023-2024
Step
112233445566778
30 $2,814 $16.24 $2,884 $16.65 $2,956 $17.06 $3,030 $17.48 $3,106 $17.92 $3,184 $18.38 $3,263 $18.83 $3,345 31 $2,884 $16.65 $2,956 $17.06 $3,030 $17.48 $3,106 $17.92 $3,184 $18.38 $3,263 $18.83 $3,345 $19.30 $3,429 32 $2,956 $17.06 $3,030 $17.48 $3,106 $17.92 $3,184 $18.38 $3,263 $18.83 $3,345 $19.30 $3,429 $19.79 $3,514 33 $3,030 $17.48 $3,106 $17.92 $3,184 $18.38 $3,263 $18.83 $3,345 $19.30 $3,429 $19.79 $3,514 $20.27 $3,602 34 $3,106 $17.92 $3,184 $18.38 $3,263 $18.83 $3,345 $19.30 $3,429 $19.79 $3,514 $20.27 $3,602 $20.79 $3,692 35 $3,184 $18.38 $3,263 $18.83 $3,345 $19.30 $3,429 $19.79 $3,514 $20.27 $3,602 $20.79 $3,692 $21.30 $3,785 36 $3,263 $18.83 $3,345 $19.30 $3,429 $19.79 $3,514 $20.27 $3,602 $20.79 $3,692 $21.30 $3,785 $21.84 $3,879 37 $3,345 $19.30 $3,429 $19.79 $3,514 $20.27 $3,602 $20.79 $3,692 $21.30 $3,785 $21.84 $3,879 $22.38 $3,976 38 $3,429 $19.79 $3,514 $20.27 $3,602 $20.79 $3,692 $21.30 $3,785 $21.84 $3,879 $22.38 $3,976 $22.95 $4,076 39 $3,514 $20.27 $3,602 $20.79 $3,692 $21.30 $3,785 $21.84 $3,879 $22.38 $3,976 $22.95 $4,076 $23.53 $4,178 40 $3,602 $20.79 $3,692 $21.30 $3,785 $21.84 $3,879 $22.38 $3,976 $22.95 $4,076 $23.53 $4,178 $24.10 $4,282 41 $3,692 $21.30 $3,785 $21.84 $3,879 $22.38 $3,976 $22.95 $4,076 $23.53 $4,178 $24.10 $4,282 $24.71 $4,389 42 $3,785 $21.84 $3,879 $22.38 $3,976 $22.95 $4,076 $23.53 $4,178 $24.10 $4,282 $24.71 $4,389 $25.33 $4,499 43 $3,879 $22.38 $3,976 $22.95 $4,076 $23.53 $4,178 $24.10 $4,282 $24.71 $4,389 $25.33 $4,499 $25.96 $4,611 44 $3,976 $22.95 $4,076 $23.53 $4,178 $24.10 $4,282 $24.71 $4,389 $25.33 $4,499 $25.96 $4,611 $26.61 $4,727 45 $4,076 $23.53 $4,178 $24.10 $4,282 $24.71 $4,389 $25.33 $4,499 $25.96 $4,611 $26.61 $4,727 $27.27 $4,845 46 $4,178 $24.10 $4,282 $24.71 $4,389 $25.33 $4,499 $25.96 $4,611 $26.61 $4,727 $27.27 $4,845 $27.95 $4,966 47 $4,282 $24.71 $4,389 $25.33 $4,499 $25.96 $4,611 $26.61 $4,727 $27.27 $4,845 $27.95 $4,966 $28.66 $5,090 48 $4,389 $25.33 $4,499 $25.96 $4,611 $26.61 $4,727 $27.27 $4,845 $27.95 $4,966 $28.66 $5,090 $29.37 $5,217 49 $4,499 $25.96 $4,611 $26.61 $4,727 $27.27 $4,845 $27.95 $4,966 $28.66 $5,090 $29.37 $5,217 $30.11 $5,348 50 $4,611 $26.61 $4,727 $27.27 $4,845 $27.95 $4,966 $28.66 $5,090 $29.37 $5,217 $30.11 $5,348 $30.86 $5,482 51 $4,727 $27.27 $4,845 $27.95 $4,966 $28.66 $5,090 $29.37 $5,217 $30.11 $5,348 $30.86 $5,482 $31.62 $5,619 52 $4,845 $27.95 $4,966 $28.66 $5,090 $29.37 $5,217 $30.11 $5,348 $30.86 $5,482 $31.62 $5,619 $32.42 $5,759 53 $4,966 $28.66 $5,090 $29.37 $5,217 $30.11 $5,348 $30.86 $5,482 $31.62 $5,619 $32.42 $5,759 $33.23 $5,903 54 $5,090 $29.37 $5,217 $30.11 $5,348 $30.86 $5,482 $31.62 $5,619 $32.42 $5,759 $33.23 $5,903 $34.05 $6,051 55 $5,217 $30.11 $5,348 $30.86 $5,482 $31.62 $5,619 $32.42 $5,759 $33.23 $5,903 $34.05 $6,051 $34.92 $6,202 56 $5,348 $30.86 $5,482 $31.62 $5,619 $32.42 $5,759 $33.23 $5,903 $34.05 $6,051 $34.92 $6,202 $35.78 $6,357 57 $5,482 $31.62 $5,619 $32.42 $5,759 $33.23 $5,903 $34.05 $6,051 $34.92 $6,202 $35.78 $6,357 $36.68 $6,516 58 $5,619 $32.42 $5,759 $33.23 $5,903 $34.05 $6,051 $34.92 $6,202 $35.78 $6,357 $36.68 $6,516 $37.60 $6,679 59 $5,759 $33.23 $5,903 $34.05 $6,051 $34.92 $6,202 $35.78 $6,357 $36.68 $6,516 $37.60 $6,679 $38.53 $6,846 60 $5,903 $34.05 $6,051 $34.92 $6,202 $35.78 $6,357 $36.68 $6,516 $37.60 $6,679 $38.53 $6,846 $39.50 $7,017 61 $6,051 $34.92 $6,202 $35.78 $6,357 $36.68 $6,516 $37.60 $6,679 $38.53 $6,846 $39.50 $7,017 $40.49 $7,192 62 $6,202 $35.78 $6,357 $36.68 $6,516 $37.60 $6,679 $38.53 $6,846 $39.50 $7,017 $40.49 $7,192 $41.50 $7,372 63 $6,357 $36.68 $6,516 $37.60 $6,679 $38.53 $6,846 $39.50 $7,017 $40.49 $7,192 $41.50 $7,372 $42.53 $7,557 64 $6,516 $37.60 $6,679 $38.53 $6,846 $39.50 $7,017 $40.49 $7,192 $41.50 $7,372 $42.53 $7,557 $43.60 $7,745 65 $6,679 $38.53 $6,846 $39.50 $7,017 $40.49 $7,192 $41.50 $7,372 $42.53 $7,557 $43.60 $7,745 $44.68 $7,939 66 $6,846 $39.50 $7,017 $40.49 $7,192 $41.50 $7,372 $42.53 $7,557 $43.60 $7,745 $44.68 $7,939 $45.81 $8,138 67 $7,017 $40.49 $7,192 $41.50 $7,372 $42.53 $7,557 $43.60 $7,745 $44.68 $7,939 $45.81 $8,138 $46.96 $8,341 68 $7,192 $41.50 $7,372 $42.53 $7,557 $43.60 $7,745 $44.68 $7,939 $45.81 $8,138 $46.96 $8,341 $48.12 $8,550 69 $7,372 $42.53 $7,557 $43.60 $7,745 $44.68 $7,939 $45.81 $8,138 $46.96 $8,341 $48.12 $8,550 $49.34 $8,763 70 $7,557 $43.60 $7,745 $44.68 $7,939 $45.81 $8,138 $46.96 $8,341 $48.12 $8,550 $49.34 $8,763 $50.56 $8,982 71 $7,745 $44.68 $7,939 $45.81 $8,138 $46.96 $8,341 $48.12 $8,550 $49.34 $8,763 $50.56 $8,982 $51.83 $9,207 72 $7,939 $45.81 $8,138 $46.96 $8,341 $48.12 $8,550 $49.34 $8,763 $50.56 $8,982 $51.83 $9,207 $53.12 $9,437 73 $8,138 $46.96 $8,341 $48.12 $8,550 $49.34 $8,763 $50.56 $8,982 $51.83 $9,207 $53.12 $9,437 $54.45 $9,673 74 $8,341 $48.12 $8,550 $49.34 $8,763 $50.56 $8,982 $51.83 $9,207 $53.12 $9,437 $54.45 $9,673 $55.82 $9,915 75 $8,550 $49.34 $8,763 $50.56 $8,982 $51.83 $9,207 $53.12 $9,437 $54.45 $9,673 $55.82 $9,915 $57.21 $10,163 76 $8,763 $50.56 $8,982 $51.83 $9,207 $53.12 $9,437 $54.45 $9,673 $55.82 $9,915 $57.21 $10,163 $58.64 $10,417 77 $8,982 $51.83 $9,207 $53.12 $9,437 $54.45 $9,673 $55.82 $9,915 $57.21 $10,163 $58.64 $10,417 $60.10 $10,677 78 $9,207 $53.12 $9,437 $54.45 $9,673 $55.82 $9,915 $57.21 $10,163 $58.64 $10,417 $60.10 $10,677 $61.60 $10,944 79 $9,437 $54.45 $9,673 $55.82 $9,915 $57.21 $10,163 $58.64 $10,417 $60.10 $10,677 $61.60 $10,944 $63.15 $11,218 80 $9,673 $55.82 $9,915 $57.21 $10,163 $58.64 $10,417 $60.10 $10,677 $61.60 $10,944 $63.15 $11,218 $64.73 $11,498 Effective : 01/01/2024

Town of Apple Valley
Grade and Step Plan 2023-2024
Step 1 1 2 2 3 3 4 4 5 5 6 6 7 7 8
81 $9,915 $57.21 $10,163 $58.64 $10,417 $60.10 $10,677 $61.60 $10,944 $63.15 $11,218 $64.73 $11,498 $66.34 $11,786 82 $10,163 $58.64 $10,417 $60.10 $10,677 $61.60 $10,944 $63.15 $11,218 $64.73 $11,498 $66.34 $11,786 $68.00 $12,081 83 $10,417 $60.10 $10,677 $61.60 $10,944 $63.15 $11,218 $64.73 $11,498 $66.34 $11,786 $68.00 $12,081 $69.70 $12,383 84 $10,677 $61.60 $10,944 $63.15 $11,218 $64.73 $11,498 $66.34 $11,786 $68.00 $12,081 $69.70 $12,383 $71.44 $12,692 85 $10,944 $63.15 $11,218 $64.73 $11,498 $66.34 $11,786 $68.00 $12,081 $69.70 $12,383 $71.44 $12,692 $73.22 $13,010 86 $11,218 $64.73 $11,498 $66.34 $11,786 $68.00 $12,081 $69.70 $12,383 $71.44 $12,692 $73.22 $13,010 $75.06 $13,335 87 $11,498 $66.34 $11,786 $68.00 $12,081 $69.70 $12,383 $71.44 $12,692 $73.22 $13,010 $75.06 $13,335 $76.94 $13,668 88 $11,786 $68.00 $12,081 $69.70 $12,383 $71.44 $12,692 $73.22 $13,010 $75.06 $13,335 $76.94 $13,668 $78.86 $14,010 89 $12,081 $69.70 $12,383 $71.44 $12,692 $73.22 $13,010 $75.06 $13,335 $76.94 $13,668 $78.86 $14,010 $80.84 $14,360 90 $12,383 $71.44 $12,692 $73.22 $13,010 $75.06 $13,335 $76.94 $13,668 $78.86 $14,010 $80.84 $14,360 $82.86 $14,719 Effective : 01/01/2024

Town of Apple Valley
Grade and Step Plan 2023-2024
Step
30 31
32 33
34 35
36 37
38 39
40 41
42 43
44 45
46 47
48 49
50 51
52 53
54 55
56 57
58 59
60 61
62 63
64 65
66 67
68 69
70 71
72 73
74 75
76 77
78 79
80 899 10 10 11 11 12 12 13 13 14 14 15 15
$19.30 $3,429 $19.79 $3,514 $20.27 $3,602 $20.79 $3,692 $21.30 $3,785 $21.84 $3,879 $22.38 $3,976 $22.95 $19.79 $3,514 $20.27 $3,602 $20.79 $3,692 $21.30 $3,785 $21.84 $3,879 $22.38 $3,976 $22.95 $4,076 $23.53 $20.27 $3,602 $20.79 $3,692 $21.30 $3,785 $21.84 $3,879 $22.38 $3,976 $22.95 $4,076 $23.53 $4,178 $24.10 $20.79 $3,692 $21.30 $3,785 $21.84 $3,879 $22.38 $3,976 $22.95 $4,076 $23.53 $4,178 $24.10 $4,282 $24.71 $21.30 $3,785 $21.84 $3,879 $22.38 $3,976 $22.95 $4,076 $23.53 $4,178 $24.10 $4,282 $24.71 $4,389 $25.33 $21.84 $3,879 $22.38 $3,976 $22.95 $4,076 $23.53 $4,178 $24.10 $4,282 $24.71 $4,389 $25.33 $4,499 $25.96 $22.38 $3,976 $22.95 $4,076 $23.53 $4,178 $24.10 $4,282 $24.71 $4,389 $25.33 $4,499 $25.96 $4,611 $26.61 $22.95 $4,076 $23.53 $4,178 $24.10 $4,282 $24.71 $4,389 $25.33 $4,499 $25.96 $4,611 $26.61 $4,727 $27.27 $23.53 $4,178 $24.10 $4,282 $24.71 $4,389 $25.33 $4,499 $25.96 $4,611 $26.61 $4,727 $27.27 $4,845 $27.95 $24.10 $4,282 $24.71 $4,389 $25.33 $4,499 $25.96 $4,611 $26.61 $4,727 $27.27 $4,845 $27.95 $4,966 $28.66 $24.71 $4,389 $25.33 $4,499 $25.96 $4,611 $26.61 $4,727 $27.27 $4,845 $27.95 $4,966 $28.66 $5,090 $29.37 $25.33 $4,499 $25.96 $4,611 $26.61 $4,727 $27.27 $4,845 $27.95 $4,966 $28.66 $5,090 $29.37 $5,217 $30.11 $25.96 $4,611 $26.61 $4,727 $27.27 $4,845 $27.95 $4,966 $28.66 $5,090 $29.37 $5,217 $30.11 $5,348 $30.86 $26.61 $4,727 $27.27 $4,845 $27.95 $4,966 $28.66 $5,090 $29.37 $5,217 $30.11 $5,348 $30.86 $5,482 $31.62 $27.27 $4,845 $27.95 $4,966 $28.66 $5,090 $29.37 $5,217 $30.11 $5,348 $30.86 $5,482 $31.62 $5,619 $32.42 $27.95 $4,966 $28.66 $5,090 $29.37 $5,217 $30.11 $5,348 $30.86 $5,482 $31.62 $5,619 $32.42 $5,759 $33.23 $28.66 $5,090 $29.37 $5,217 $30.11 $5,348 $30.86 $5,482 $31.62 $5,619 $32.42 $5,759 $33.23 $5,903 $34.05 $29.37 $5,217 $30.11 $5,348 $30.86 $5,482 $31.62 $5,619 $32.42 $5,759 $33.23 $5,903 $34.05 $6,051 $34.92 $30.11 $5,348 $30.86 $5,482 $31.62 $5,619 $32.42 $5,759 $33.23 $5,903 $34.05 $6,051 $34.92 $6,202 $35.78 $30.86 $5,482 $31.62 $5,619 $32.42 $5,759 $33.23 $5,903 $34.05 $6,051 $34.92 $6,202 $35.78 $6,357 $36.68 $31.62 $5,619 $32.42 $5,759 $33.23 $5,903 $34.05 $6,051 $34.92 $6,202 $35.78 $6,357 $36.68 $6,516 $37.60 $32.42 $5,759 $33.23 $5,903 $34.05 $6,051 $34.92 $6,202 $35.78 $6,357 $36.68 $6,516 $37.60 $6,679 $38.53 $33.23 $5,903 $34.05 $6,051 $34.92 $6,202 $35.78 $6,357 $36.68 $6,516 $37.60 $6,679 $38.53 $6,846 $39.50 $34.05 $6,051 $34.92 $6,202 $35.78 $6,357 $36.68 $6,516 $37.60 $6,679 $38.53 $6,846 $39.50 $7,017 $40.49 $34.92 $6,202 $35.78 $6,357 $36.68 $6,516 $37.60 $6,679 $38.53 $6,846 $39.50 $7,017 $40.49 $7,192 $41.50 $35.78 $6,357 $36.68 $6,516 $37.60 $6,679 $38.53 $6,846 $39.50 $7,017 $40.49 $7,192 $41.50 $7,372 $42.53 $36.68 $6,516 $37.60 $6,679 $38.53 $6,846 $39.50 $7,017 $40.49 $7,192 $41.50 $7,372 $42.53 $7,557 $43.60 $37.60 $6,679 $38.53 $6,846 $39.50 $7,017 $40.49 $7,192 $41.50 $7,372 $42.53 $7,557 $43.60 $7,745 $44.68 $38.53 $6,846 $39.50 $7,017 $40.49 $7,192 $41.50 $7,372 $42.53 $7,557 $43.60 $7,745 $44.68 $7,939 $45.81 $39.50 $7,017 $40.49 $7,192 $41.50 $7,372 $42.53 $7,557 $43.60 $7,745 $44.68 $7,939 $45.81 $8,138 $46.96 $40.49 $7,192 $41.50 $7,372 $42.53 $7,557 $43.60 $7,745 $44.68 $7,939 $45.81 $8,138 $46.96 $8,341 $48.12 $41.50 $7,372 $42.53 $7,557 $43.60 $7,745 $44.68 $7,939 $45.81 $8,138 $46.96 $8,341 $48.12 $8,550 $49.34 $42.53 $7,557 $43.60 $7,745 $44.68 $7,939 $45.81 $8,138 $46.96 $8,341 $48.12 $8,550 $49.34 $8,763 $50.56 $43.60 $7,745 $44.68 $7,939 $45.81 $8,138 $46.96 $8,341 $48.12 $8,550 $49.34 $8,763 $50.56 $8,982 $51.83 $44.68 $7,939 $45.81 $8,138 $46.96 $8,341 $48.12 $8,550 $49.34 $8,763 $50.56 $8,982 $51.83 $9,207 $53.12 $45.81 $8,138 $46.96 $8,341 $48.12 $8,550 $49.34 $8,763 $50.56 $8,982 $51.83 $9,207 $53.12 $9,437 $54.45 $46.96 $8,341 $48.12 $8,550 $49.34 $8,763 $50.56 $8,982 $51.83 $9,207 $53.12 $9,437 $54.45 $9,673 $55.82 $48.12 $8,550 $49.34 $8,763 $50.56 $8,982 $51.83 $9,207 $53.12 $9,437 $54.45 $9,673 $55.82 $9,915 $57.21 $49.34 $8,763 $50.56 $8,982 $51.83 $9,207 $53.12 $9,437 $54.45 $9,673 $55.82 $9,915 $57.21 $10,163 $58.64 $50.56 $8,982 $51.83 $9,207 $53.12 $9,437 $54.45 $9,673 $55.82 $9,915 $57.21 $10,163 $58.64 $10,417 $60.10 $51.83 $9,207 $53.12 $9,437 $54.45 $9,673 $55.82 $9,915 $57.21 $10,163 $58.64 $10,417 $60.10 $10,677 $61.60 $53.12 $9,437 $54.45 $9,673 $55.82 $9,915 $57.21 $10,163 $58.64 $10,417 $60.10 $10,677 $61.60 $10,944 $63.15 $54.45 $9,673 $55.82 $9,915 $57.21 $10,163 $58.64 $10,417 $60.10 $10,677 $61.60 $10,944 $63.15 $11,218 $64.73 $55.82 $9,915 $57.21 $10,163 $58.64 $10,417 $60.10 $10,677 $61.60 $10,944 $63.15 $11,218 $64.73 $11,498 $66.34 $57.21 $10,163 $58.64 $10,417 $60.10 $10,677 $61.60 $10,944 $63.15 $11,218 $64.73 $11,498 $66.34 $11,786 $68.00 $58.64 $10,417 $60.10 $10,677 $61.60 $10,944 $63.15 $11,218 $64.73 $11,498 $66.34 $11,786 $68.00 $12,081 $69.70 $60.10 $10,677 $61.60 $10,944 $63.15 $11,218 $64.73 $11,498 $66.34 $11,786 $68.00 $12,081 $69.70 $12,383 $71.44 $61.60 $10,944 $63.15 $11,218 $64.73 $11,498 $66.34 $11,786 $68.00 $12,081 $69.70 $12,383 $71.44 $12,692 $73.22 $63.15 $11,218 $64.73 $11,498 $66.34 $11,786 $68.00 $12,081 $69.70 $12,383 $71.44 $12,692 $73.22 $13,010 $75.06 $64.73 $11,498 $66.34 $11,786 $68.00 $12,081 $69.70 $12,383 $71.44 $12,692 $73.22 $13,010 $75.06 $13,335 $76.94 $66.34 $11,786 $68.00 $12,081 $69.70 $12,383 $71.44 $12,692 $73.22 $13,010 $75.06 $13,335 $76.94 $13,668 $78.86 Effective : 01/01/2024

Town of Apple Valley
Grade and Step Plan 2023-2024
Step
81 82
83 84
85 86
87 88
89 90
8 9 9 10 10 11 11 12 12 13 13 14 14 15 15
$68.00 $12,081 $69.70 $12,383 $71.44 $12,692 $73.22 $13,010 $75.06 $13,335 $76.94 $13,668 $78.86 $14,010 $80.84 $69.70 $12,383 $71.44 $12,692 $73.22 $13,010 $75.06 $13,335 $76.94 $13,668 $78.86 $14,010 $80.84 $14,360 $82.86 $71.44 $12,692 $73.22 $13,010 $75.06 $13,335 $76.94 $13,668 $78.86 $14,010 $80.84 $14,360 $82.86 $14,719 $84.93 $73.22 $13,010 $75.06 $13,335 $76.94 $13,668 $78.86 $14,010 $80.84 $14,360 $82.86 $14,719 $84.93 $15,087 $87.05 $75.06 $13,335 $76.94 $13,668 $78.86 $14,010 $80.84 $14,360 $82.86 $14,719 $84.93 $15,087 $87.05 $15,464 $89.23 $76.94 $13,668 $78.86 $14,010 $80.84 $14,360 $82.86 $14,719 $84.93 $15,087 $87.05 $15,464 $89.23 $15,851 $91.46 $78.86 $14,010 $80.84 $14,360 $82.86 $14,719 $84.93 $15,087 $87.05 $15,464 $89.23 $15,851 $91.46 $16,247 $93.74 $80.84 $14,360 $82.86 $14,719 $84.93 $15,087 $87.05 $15,464 $89.23 $15,851 $91.46 $16,247 $93.74 $16,653 $96.09 $82.86 $14,719 $84.93 $15,087 $87.05 $15,464 $89.23 $15,851 $91.46 $16,247 $93.74 $16,653 $96.09 $17,069 $98.49 $84.93 $15,087 $87.05 $15,464 $89.23 $15,851 $91.46 $16,247 $93.74 $16,653 $96.09 $17,069 $98.49 $17,496 $100.95 Effective : 01/01/2024

Town Council Agenda Report
Date: December 12, 2023
To: Honorable Mayor and Town Council
Subject: APPROVAL TO EXECUTE ALL PIGGYBACK AGREEMENTS

RELATED TO SOLAR POWER PROJECT AT FOUR TOWN

FACILITIES

From: Douglas Robertson, Town Manager
Submitted by: Guy Eisenbrey, Director of Municipal Services Public Works
Budgeted Item: Yes No N/A

RECOMMENDED ACTION
Authorize the Town Manager to execute all piggyback agreements for behind the meter, grid interconnected, canopy mounted solar at Town Hall, the Police Department Headquarters, Animal Services, and the Apple Valley Golf Course Clubhouse and to approve any non-substantive changes to those agreements, including but not limited to system sizes and Power Purchase Agreement rates up to the maximum amounts authorized in the agreements.

SUMMARY
The proposed Solar Power Project encompasses the construction of Solar Photovoltaic (PV) Systems at four Town facilities, including Town Hall, Apple Valley Police Department Headquarters, Animal Services, and the Apple Valley Golf Course Clubhouse. The proposed project will include a total capacity of more than 835 kW-DC across all four sites, resulting in an 85% total energy offset and nearly $1.1 million General Fund utility savings over the life of the 20 year agreement. The School Project for Utility Rate Reduction (SPURR), a joint powers authority, offers the Renewable Energy Aggregated Procurement (REAP) Program, an aggregated solar procurement program that leverages the collective purchasing power of SPURR’s large membership to secure transparent, pre-negotiated solar project pricing and terms to be made available to SPURR members and other Eligible Entities. The Town of Apple Valley, as an Eligible Entity, has the opportunity to piggyback on SPURR’s competitively-bid Request for Proposal (RFP) to procure solar energy. The Town has worked with ForeFront Power, which was awarded the REAP Program’s Master Contract, to propose Power Purchase Agreement (PPA) rates for the four facilities. Included in the PPA rate calculations are all costs to design, finance, construct, implement, operate, and maintain the Solar PV Systems at the Town

facilities. Since all costs are built in to the PPA rates, there are no up-front costs to the Town nor any use of taxpayer dollars. The PPA includes a 0% escalator, so rates will remain the same for the entire twenty (20) years of the agreement. The total savings to the Town for the duration of the agreement is estimated at over $1,100,000.00. The proposal also includes system operations and maintenance for the life of the agreement to support an annual performance guarantee of 95% and Town ownership of all Renewable Energy Certificates (RECs) associated with system production.

BACKGROUND
Many of the Town’s facilities are subject to large electricity bills because those facilities require large amounts of electricity to make them available for operations and resident use. When that demand is coupled with peak time of use, the rates and electricity cost are at their highest.

The Town is growing and electricity demands have historically increased each year. Town facilities obtain their electricity from Apple Valley Choice Energy, delivered on Southern California Edison’s infrastructure. The rates for that electricity has also increased on an annual basis directly impacting the cost of providing services to the Town’s residents. The Town has completed several energy efficiency projects in the past and is amid another large project for the Development Services building. These projects have reduced energy usage and demand including converting traffic signals, building lighting, and streetlights to high efficiency LED fixtures. Even so, electricity is still a significant cost and, in most cases, a General Fund budget line item. The opportunity to have solar generating systems throughout the Town would greatly reduce the cost of energy and would free-up General Fund dollars for other Town operational priorities.

Town Staff has researched and reviewed the School Project for Utility Rate Reduction (SPURR), a California joint-powers authority of over 300 public agencies, which operates the Renewable Energy Aggregate Procurement (REAP) program. This program leverages the collective purchasing power of SPURR’s member agencies to secure transparent, prenegotiated solar project pricing and terms that are then available to SPURR members and Eligible Agencies. Members and Eligible Agencies are then able to piggyback on SPURR’s competitively bid RFP process to procure solar generating and battery storage projects and pricing. The Town, as a Public Agency, is an eligible Entity and therefore able to participate in the REAP program. To date, the REAP Program has been utilized by nearly 70 public agencies across the state to contract for solar including Los Angeles County, City of Palm Desert, City of Bakersfield, City of Fresno, and Victor Valley Community College District.

Staff has worked with SPURR and Forefront Power, the firm awarded the REAP program Master Contract, to do extensive and thorough research and analysis of the electricity use and Apple Valley Choice Energy rate structure of many of the Town’s facilities. There are four (4) Town facilities that were determined best suited and would receive the most benefit from solar generating systems. The facilities are:

1. Town Hall

2. Police Department Headquarters

3. Apple Valley Golf Course Club House

4. Animal Services
Proposed Projects and Estimated Performance

This project proposes to install four photovoltaic (solar) electric power generating systems at the sites listed above. These are all parking lot systems on steel columns with canopy mounted solar panels similar to those existing already in the Town Hall parking lot. Site maps and canopy placements are included at the back of each of the Energy Services Agreements.

The Energy Services Agreements have been established using Power Purchase Agreement (PPA) rates. Included in the PPA rates for the solar facilities are all costs to design, finance, permit, construct, implement, operate and maintain the solar facilities. The rates vary between facilities from $0.168/kWh to $0.2013/kWh due to the difference in variable capital costs, system size and production, and distance from the point of connection or metering facilities. As mentioned previously, these per kWh rates are locked in and have no annual escalator.

Also available to the Town after the fifth year of implementation is the option to terminate the Energy Service Agreements early. This would allow the Town to purchase the complete system from Forefront Power. This could provide even greater savings since the cost to the Town would be maintenance, operation, and possibly financing costs with zero power purchase cost. The Town will have the right to purchase the system in any year after year 5.

A summary of the project systems and energy and cost savings is shown here:

The cost savings of the entire project is realized over the life of the combined individual agreements and each proposed system has its own point of actual savings as is illustrated in the attached project summary and the corresponding tables labeled “Project Cash Flows.” Apple Valley Choice Energy and its fund balance is capable of and ideal for Town of Apple Valley - PPA Cashflows Financial Assumptions Rate Scenario NEM 2.0 Parameter Value
Solutions Solar-Only PPA Rate Escalator (%/yr) 0.0%
Project Four Projects Utility Energy Escalator (%/yr) 3.0% Cumulative Savings $1,160,927 Utility Demand Escalator (%/yr) 3.0% Solar System Size (KW) 836 PPA Term (Years) 20
Storage System Size (KW) 0 Solar Degradation Rate (%) 0.50% Year Pre-Solar Utility Bill
(without solar) PPA Payment New Utility Bill (with solar) Total Electricity Costs
(PPA + Utility) Net Savings Cumulative Savings
1 525,019 274,445 286,960 561,404 -36,385 -36,385
2 540,770 273,072 295,568 568,641 -27,871 -64,256
3 556,993 271,707 304,435 576,142 -19,149 -83,405
4 573,703 270,348 313,569 583,917 -10,214 -93,619
5 590,914 268,997 322,976 591,972 -1,058 -94,678
6 608,641 267,652 332,665 600,317 8,325 -86,353
7 626,901 266,313 342,645 608,958 17,942 -68,411
8 645,708 264,982 352,924 617,906 27,802 -40,609
9 665,079 263,657 363,512 627,169 37,910 -2,699
10 685,031 262,339 374,417 636,756 48,275 45,576
11 705,582 261,027 385,650 646,677 58,905 104,481
12 726,750 259,722 397,219 656,941 69,808 174,290
13 748,552 258,423 409,136 667,559 80,993 255,283
14 771,009 257,131 421,410 678,541 92,468 347,750
15 794,139 255,846 434,052 689,898 104,241 451,992
16 817,963 254,566 447,074 701,640 116,323 568,315
17 842,502 253,293 460,486 713,779 128,723 697,037
18 867,777 252,027 474,301 726,328 141,449 838,487
19 893,810 250,767 488,530 739,296 154,514 993,001
20 920,625 249,513 503,185 752,698 167,926 1,160,927
Total $14,107,467 $7,710,713 $12,946,540 $1,160,927 $1,160,927

covering the projected increased annual utility costs associated with this solar project in the first and subsequent years, until such time as the project provides a net benefit and savings to the General Fund.

In addition to the energy savings, these projects will provide an annual average greenhouse gas emission reduction of over 1,000 Tons of CO2 and generate approximately 1,500 Renewable Energy Credits (RECs) per year that can be used by Apple Valley Choice Energy for the purposes of complying with State regulations or selling them on the open market.

Environmental Review
Pursuant to the State Guidelines to Implement the California Environmental Quality Act (CEQA), the project is Exempt from further environmental review. The execution of the Energy Services Agreements as well as the installation of Solar PV Systems at four Town facilities are categorically exempt from environmental review on the basis that the projects are: exempt pursuant to CEQA guidelines Section 15303 (new construction or conversion of existing structures); Section 15304 (minor alterations to land); Section 15311 (construction or placement of minor accessory structures to existing facilities); and, 15061(b)(3) (activities which can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment).

Authority to Enter Piggyback Agreements
The authority to enter into agreements such as those proposed herein is granted pursuant to the Town of Apple Valley Municipal Code section 3.12.270(10). It reads as follows, “Without further contracting, solicitation, or formal bidding as described in this Chapter, the Town Council may authorize, or may authorize the Town Manager to allow, the Town's Finance Director or the Purchasing Agent to contract for the purchase of supplies, equipment or services with other governmental jurisdictions or public agencies who are making or have made the same such purchases through legal, competitively awarded contracts in effect at the time of the Town's entrance into that same contract (commonly referred to as "piggybacking").

It should also be noted that the original SPURR REAP Master Contract expired on October 26, 2022 however, the Town had engaged with SPURR and ForeFront Power prior to that date of expiration and subsequently executed two letters of intent to extend the terms of that original contract and allow the Town to continue to access the pricing and terms memorialized in the SPURR REAP Master Contract.

FISCAL IMPACT
The combined proposed agreements are projected to save the General Fund $1,100,000.00 over twenty years. The first year is projected to have a net cost of approximately $36,385.00 to be covered by revenues from Apple Valley Choice Energy (AVCE) and its enterprise fund account #5810-0000-7390. Lastly, the Renewable Energy Credits (RECs) produced by the solar project are to be retained by the Town and can either be sold on the open renewables market or used to satisfy AVCEs procurement targets.

ATTACHMENTS
A. Project Summary slide deck, including site maps and Project Cash Flows. – Available at www.applevalley.org
B. SPURR ESA’s Special Conditions, for all four sites.

C. SPURR ESA General Conditions
D. ForeFront Power Letters of Intent to extend terms of piggyback contract.

GENERAL CONDITIONS (JUNE 2018)

CONFIDENTIAL AND PROPRIETARY
***

GENERAL TERMS AND CONDITIONS OF

ENERGY SERVICES AGREEMENT
These General Terms and Conditions of Energy Services Agreement are dated as of the ____ day of _________, 20____ and are witnessed and acknowledged by FFP BTM SOLAR, LLC, a Delaware limited liability company (“ForeFront Power”) and [INSERT LEGAL NAME, ENTITY TYPE AND STATE OF FORMATION] (“Purchaser”), as evidenced by their signature on the last page of this document. These General Terms and Conditions are intended to be incorporated by reference into Energy Services Agreements that may be entered into between ForeFront Power and Purchaser or between their respective Affiliates. These General Terms and Conditions shall have no binding effect upon ForeFront Power or Purchaser, respectively, except to the extent Purchaser or ForeFront Power (or an Affiliate thereof) becomes a party to an Energy Services Agreement that incorporates these General Terms and Conditions.

1. DEFINITIONS.

1.1 In addition to other terms specifically defined elsewhere in this Agreement, where capitalized, the following words and phrases shall be defined as follows:
“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” means, the Energy Services Agreement.
“Applicable Law” means, with respect to any Person, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, Governmental Approval, consent or requirement of any Governmental Authority having jurisdiction over such Person or its property, enforceable at law or in equity, including the interpretation and administration thereof by such Governmental Authority.
“Assignment” has the meaning set forth in Section 13.1. “Bankruptcy Event” means with respect to a Party, that either (i) such Party has (A) applied for or consented to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property; (B) admitted in writing its inability, or be generally unable, to pay its debts as such debts become due; (C) made a general assignment for the benefit of its creditors; (D) commenced a voluntary case under any bankruptcy law; (E) filed a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up, or composition or readjustment of debts; (F) taken any corporate or other action for the purpose of effecting any of the foregoing; or (ii) has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days after the filing thereof. “Business Day” means any day other than Saturday, Sunday or any other day on which banking institutions in New York, NY are required or authorized by Applicable Law to be closed for business.

“Commercial Operation” has the meaning set forth in Section 3.3(b). “Commercial Operation Date” has the meaning set forth in Section 3.3(b). “Confidential Information” has the meaning set forth in Section 15.1. “Covenants, Conditions and Restrictions” or “CCR” means those requirements or limitations related to the Premises as may be set forth in a lease, if applicable, or by any association or other organization, having the authority to impose restrictions.
“Delay Liquidated Damages” means the daily payment of (i) $0.250/day/kW (DC) of the estimated nameplate capacity of the System (as set forth in Schedule 1 of the Special Conditions). “Disruption Period” has the meaning set forth in Section 4.3. “Early Termination Date” means any date on which this Agreement terminates other than by reason of expiration of the then applicable Term.
“Early Termination Fee” means the fee payable by Purchaser to Provider under the circumstances described in Section

2.2, Section 2.3 or Section 11.2.
“Effective Date” has the meaning set forth in the preamble to the Special Conditions. “Energy Services” has the meaning set forth in the Special Conditions. “Energy Services Agreement” means each Energy Services Agreement (including the Schedules attached thereto) that may be entered into between ForeFront Power and Purchaser or between their respective Affiliates that incorporates these General Terms and Conditions by reference.
“Energy Services Payment” has the meaning set forth in the Special Conditions. “Environmental Attributes” shall mean, without limitation, carbon trading credits, renewable energy credits or certificates, emissions reduction credits, emissions allowances, green tags, tradable renewable credits, or Green-e® products.
“Environmental Documents” has the meaning set forth in Section 7.2(f). “Environmental Law” means any and all federal, state, local, provincial and foreign, civil and criminal laws, statutes, ordinances, orders, common law, codes, rules, regulations, judgments, decrees, injunctions relating to the protection of health and the environment, worker health and safety, and/or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, or release to the environment of or exposure to Hazardous Materials, including any such requirements implemented through Governmental Approvals.
“Estimated Remaining Payments” means as of any date, the estimated remaining Energy Services Payments to be made through the end of the then-applicable Term, as reasonably determined by Provider. “Expiration Date” means the date on which this Agreement terminates by reason of expiration of the Term. “Fair Market Value” means, with respect to any tangible asset or service, the price that would be negotiated in an arm’s-length, free market transaction, for cash, between an informed, willing seller and an informed, willing buyer, neither of whom is under compulsion to complete the transaction. Fair Market Value of the System will be determined pursuant to Section 2.4.

“Financing Party” means, as applicable (i) any Person (or its agent) from whom Provider (or an Affiliate of Provider) leases the System, (ii) any Person (or its agent) who has made or will make a loan to or otherwise provides financing to Provider (or an Affiliate of Provider) with respect to the System, or (iii) any Person acquiring a direct or indirect interest in Provider or in Provider’s interest in this Agreement or the System as a tax credit investor. “Force Majeure Event” has the meaning set forth in Section 10.1. “ForeFront Power” has the meaning set forth in the Preamble. “General Terms and Conditions” means these General Terms and Conditions of the Energy Services Agreement, including all Exhibits hereto.
“Guaranteed Commercial Operation Date” has the meaning set forth in Section 5 of the Special Conditions, subject to extension as set forth in Section 2.2(b).
“Guaranteed Construction Start Date” has the meaning set forth in Section 5 of the Special Conditions, subject to extension as set forth in Section 2.2(b).
“Governmental Approval” means any approval, consent, franchise, permit, certificate, resolution, concession, license, or authorization issued by or on behalf of any applicable Governmental Authority, including any such approval, consent, order or binding agreements with or involving a governmental authority under Environmental Laws. “Governmental Authority” means any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government.
“Hazardous Materials” means any hazardous or toxic material, substance or waste, including petroleum, petroleum hydrocarbons or petroleum products, and any other chemicals, materials, substances or wastes in any amount or concentration which are regulated under or for which liability can be imposed under any Environmental Law. “Initial Term” has the meaning set forth in Section 2 of the Special Conditions. “Installation Work” means the construction and installation of the System and the start-up, testing and acceptance (but not the operation and maintenance) thereof, all performed by or for Provider (by using one or more qualified contractors holding the appropriate licenses required in the jurisdiction where the System will be installed) at the Premises.
“Invoice Date” has the meaning set forth in Section 6.2. “Liens” has the meaning set forth in Section 7.1(d).
“Local Electric Utility” means the local electric distribution owner and operator providing electric distribution and interconnection services to Purchaser at the Premises.
“Losses” means all losses, liabilities, claims, demands, suits, causes of action, judgments, awards, damages, cleanup and remedial obligations, interest, fines, fees, penalties, costs and expenses (including all attorneys’ fees and other costs and expenses incurred in defending any such claims or other matters or in asserting or enforcing any indemnity obligation).
“Option Price” has the meaning set forth in Section 2.3(i). “Party” or “Parties” has the meaning set forth in the preamble to the Special Conditions. “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm, or other entity, or a Governmental Authority.

“Pre-existing Environmental Conditions” means any: (i) violation of, breach of or non-compliance with any Environmental Laws with respect to the Premises that first existed, arose or occurred on or prior to Provider’s commencement of construction at the Premises and (ii) the presence or release of, or exposure to, any Hazardous Materials at, to, on, in, under or from the Premises that first existed, arose or occurred on or prior to Provider’s commencement of construction at the Premises.
“Premises” means the premises described in Schedule 1 of the Special Conditions. The Premises includes the entirety of any structures and underlying real property located at the address in Schedule 1 of the Special Conditions. “Provider” has the meaning set forth in the Special Conditions. “Provider Default” has the meaning set forth in Section 11.1(a). “Provider Indemnified Parties” has the meaning set forth in Section 16.2. “Purchase Date” means the first Business Day that occurs after the applicable purchase date set forth in Schedule 3 of the Special Conditions.
“Purchaser” has the meaning set forth in the preamble to the Special Conditions. “Purchaser Default” has the meaning set forth in Section 11.2(a). “Purchaser Indemnified Parties” has the meaning set forth in Section 16.1. “Renewal Term” if applicable, has the meaning set forth in Section 2 of the Special Conditions. “Representative” has the meaning set forth in Section 15.1. “Security Interest” has the meaning set forth in Section 8.2(a). “Site-Specific Requirements” means the site-specific information and requirements as may be set forth in Schedule 6 of the Special Conditions.
“Special Conditions” means each Energy Services Agreement, excluding these General Terms and Conditions. “Stated Rate” means a rate per annum equal to the lesser of (a) the “prime rate” (as reported in The Wall Street Journal) plus two percent (2%) or (b) the maximum rate allowed by Applicable Law. “System” has the meaning set forth in Schedule 1 of the Special Conditions. “System-based Incentives” means any accelerated depreciation, installation or production-based incentives, investment tax credits and subsidies including, but not limited to, the subsidies in Schedule 1 of the Special Conditions and all other related subsidies and incentives.
“System Operations” means Provider’s operation, maintenance and repair of the System performed by Provider or for Provider (by using one or more qualified contractors holding the appropriate licenses required in the jurisdiction where the System will be installed) in accordance with the requirements herein. “Term” means the Initial Term, and the subsequent Renewal Term(s), if any. “Term Year” means a twelve (12) month period beginning on the first day of the Term and each successive twelve (12) month period thereafter.
“Termination Date” means the date on which this Agreement ceases to be effective, including on an Early Termination Date or the Expiration Date.

“WREGIS” means the Western Renewable Energy Generation Information System.

1.2 Interpretation. The captions or headings in these General Terms and Conditions are strictly for convenience and shall not be considered in interpreting this Agreement. Words in this Agreement that impart the singular connotation shall be interpreted as plural, and words that impart the plural connotation shall be interpreted as singular, as the identity of the parties or objects referred to may require. The words “include”, “includes”, and “including” mean include, includes, and including “without limitation” and “without limitation by specification.” The words “hereof”, “herein”, and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement. Except as the context otherwise indicates, all references to “Articles” and “Sections” refer to Articles and Sections of these General Terms and Conditions.

2. TERM AND TERMINATION.

2.1 Term. The Initial Term is as specified in the Special Conditions.

2.2 Early Termination.
(a) Purchaser may terminate this Agreement prior to any applicable Expiration Date for any reason upon sixty (60) days’ prior written notice. If Purchaser terminates the Agreement prior to the Expiration Date of the Initial Term, Purchaser shall pay, as liquidated damages, the Early Termination Fee set forth on Schedule 3, Column 1 of the Special Conditions, and Provider shall cause the System to be disconnected and removed from the Premises in accordance with Section 2.4. Upon Purchaser’s payment to Provider of the Early Termination Fee, this Agreement shall terminate automatically.
(b) Purchaser may (i) if Provider fails to commence construction by the Guaranteed Construction Start Date, be entitled (as its sole remedy) to Delay Liquidated Damages not to exceed $22.5/kW (DC) of the estimated nameplate capacity of the System (as set forth in Schedule 1 of the Special Conditions), (ii) terminate this Agreement with no liability whatsoever, including, but not limited to the Early Termination Fee, if Provider fails to commence construction of the System by the date that is ninety (90) days after the Guaranteed Construction Start Date, or (iii) if Provider fails to achieve Commercial Operation by the Guaranteed Commercial Operation Date, be entitled (as its sole remedy) to Delay Liquidated Damages not to exceed $15/kW (DC) of the estimated nameplate capacity of the System (as set forth in Schedule 1 of the Special Conditions), plus (if Installation Work had commenced at the Premises as of the date of termination) any costs reasonably incurred by Purchaser to return its Premises to its condition prior to commencement of the Installation Work. Further, Purchaser may terminate this Agreement with no liability whatsoever, including, but not limited to the Early Termination Fee, if Provider fails to commence Commercial Operation by the date that is sixty (60) days after the Guaranteed Commercial Operation Date. The Guaranteed Construction Start Date and Guaranteed Commercial Operation Date shall be extended on a day-for-day basis if any of the following occurs: (x) notwithstanding Provider’s commercially reasonable efforts, interconnection approval is not obtained within sixty (60) days after the Effective Date, provided that interconnection applications are submitted within 45 days of the later of (a) the Effective Date and (b) finalization of the System layout, (y) a Force Majeure Event occurs or for any delays by the Local Electric Utility or (z) an occurrence of any other unforeseeable event outside of Provider’s reasonable control, provided that Provider makes reasonable efforts to mitigate the impact of such events on the Guaranteed Construction Start Date or Guaranteed Commercial Operation Date (as applicable).

Any such extension pursuant to subsection (z) shall be subject to the approval of Purchaser which shall not be unreasonably withheld, conditioned or delayed.

2.3 Purchase Option.
(i) On any Purchase Date, so long as a Purchaser Default shall not have occurred and be continuing, Purchaser has the option to purchase the System for a purchase price (the “Option Price”) equal to the greater of (a) the Fair Market Value of the System as of the Purchase Date, or (b) the Early Termination Fee as of the Purchase Date, as specified in Schedule 3, Column 2 of the Special Conditions. To exercise its purchase option, Purchaser shall, not less than one hundred and eighty (180) days prior to the proposed Purchase Date, provide written notice to Provider of Purchaser’s intent to exercise its option to purchase the System on such Purchase Date. Within thirty (30) days of receipt of Purchaser’s notice, Provider shall specify the Option Price, and provide all calculations and assumptions supporting said Option Price to Purchaser. Purchaser shall then have a period of thirty (30) days after

notification to confirm or retract its decision to exercise the purchase option or, if the Option Price is equal to the Fair Market Value of the System, to dispute the determination of the Fair Market Value of the System. In the event Purchaser confirms its exercise of the purchase option in writing to Provider (whether before or after any determination of the Fair Market Value determined pursuant to Section 2.3(ii)), (i) the Parties shall promptly execute all documents necessary to (A) cause title to the System to pass to Purchaser on the Purchase Date, free and clear of any Liens, and (B) assign all vendor warranties for the System to Purchaser, and (ii) Purchaser shall pay the Option Price to Provider on the Purchase Date, such payment to be made in accordance with any previous written instructions delivered to Purchaser by Provider or Provider’s Financing Party, as applicable, for payments under this Agreement. Upon execution of the documents and payment of the Option Price, in each case as described in the preceding sentence, this Agreement shall terminate automatically. Payment of the Option Price shall be in lieu of and instead of any payments as described in Section 2.2 hereof. In the event Purchaser retracts its exercise of, or does not timely confirm, the purchase option, the provisions of this Agreement shall be applicable as if Purchaser had not exercised any option to purchase the System.
(ii) Determination of Fair Market Value. If the Option Price indicated by Provider in accordance with Section 2.3(i) is equal to the Fair Market Value (as determined and demonstrated by supporting documentation provided by Provider) and Purchaser disputes such stated Fair Market Value within thirty (30) days of receipt of such notice from Provider, then the Parties shall mutually select an independent appraiser with experience and expertise in the Energy Services industry. Such appraiser shall have expertise and experience in valuing photovoltaic systems, resale markets for such systems and related environmental attributes, and shall act reasonably and in good faith to determine Fair Market Value and shall set forth such determination in a written opinion delivered to the Parties. The valuation made by the appraiser shall be binding upon the Parties in the absence of fraud or manifest error; however, if Purchaser in good faith disputes the valuation made by the appraiser, Purchaser shall have the right to retract its decision to exercise the Purchase Option. The costs of the appraisal shall be borne by Purchaser if such appraisal results in a value equal or greater than the value provided by Provider pursuant to Section 2.3(i); otherwise, the Parties shall equally share such cost.

2.4 Removal of System at Expiration. Subject to Purchaser’s exercise of its purchase option under Section 2.3, upon the expiration or earlier termination of this Agreement, Provider shall, at Provider’s expense, remove all of its tangible property comprising the System from the Premises on a mutually convenient date but in no case later than ninety (90) days after the Termination Date. The Premises shall be returned to its original condition, except for System mounting pads or other support structures on roof-mounted systems only, and ordinary wear and tear. If the System is to be located on a roof, then in no case shall Provider’s removal of the System affect the integrity of Purchaser’s roof, which shall be as leak proof as it was prior to removal of System (other than ordinary wear and tear).

For purposes of Provider’s removal of the System, Purchaser’s covenants pursuant to Section 7.2 shall remain in effect until the date of actual removal of the System. Provider shall leave the Premises in neat and clean order. If Provider fails to remove or commence substantial efforts to remove the System by such agreed upon date, Purchaser shall have the right, at its option, to remove the System to a public warehouse and restore the Premises to its original condition (other than System mounting pads or other support structures and ordinary wear and tear) at Provider’s reasonable cost.

2.5 Conditions Prior to the Commercial Operation Date.
(a) In the event that any of the following events or circumstances occur prior to the Commercial Operation Date, Provider may (at its sole discretion) provide notice that it is terminating this Agreement, in which case neither Party shall have any liability to the other except for any such liabilities that may have accrued prior to such termination, including but not limited to Provider’s restoration of the Premises in accordance with Section 2.4:
(i) Provider determines that the Premises, as is, is insufficient to accommodate the System or unsuitable for construction or operation of the System.
(ii) There exist site conditions (including environmental conditions) or construction requirements that were not known as of the Effective Date and that could reasonably be expected to materially increase the cost of Installation Work or would adversely affect the electricity production from the System as designed.

(iii) There is a material adverse change in the regulatory environment, incentive program or federal or state tax code (including the expiration of any incentive program or tax incentives in effect as of the Effective Date) that could reasonably be expected to adversely affect the economics of the installation for Provider and its investors. (iv) Provider is unable to obtain financing for the System on terms and conditions satisfactory to it. (v) Provider has not received: (1) a fully executed a license in the form of Exhibit A of these General Conditions from the owner of the Premises (if the Purchaser is a tenant), (2) a release or acknowledgement from any mortgagee of the Premise, if required by Provider’s Financing Party, to establish the priority of its security interest in the System, and (3) such other documentation as may be reasonably requested by Provider to evidence Purchaser’s ability to meet its obligations under Section 7.2(d)(ii) to ensure that Provider will have access to the Premises throughout the Term.
(vi) There has been a material adverse change in the rights of Purchaser to occupy the Premises or Provider to construct the System on the Premises.
(viii) Purchaser has determined that there are easements, CCRs or other land use restrictions, liens or encumbrances that would materially impair or prevent the installation, operation, maintenance or removal of the System.
(ix) There has been a material adverse change in Purchaser’s credit-worthiness. (b) If any of the conditions set forth in Section 2.5(a) are partly or wholly unsatisfied, and Provider wishes to revise the information in the Special Conditions, then Provider may propose modifications to the Special Conditions for acceptance by Purchaser. If Purchaser does not accept such modified Special Conditions, Provider may terminate this Agreement as provided in Section 2.5(a) and shall restore the Premises in accordance with Section

2.4. If Purchaser accepts such revised Special Conditions, such revised Special Conditions shall be deemed an amendment of this Agreement, and this Agreement shall remain in force and effect upon execution by both Parties.

2.6 Co-Located Systems. With respect to any Systems that are co-located at the same Premises and connected to the same meter, the Parties acknowledge that the Systems are intended to be owned and operated as one integrated system, and that the Energy Services Payment (a) represents the added value of integrating the Systems to enable Provider’s delivery of the Energy Services pursuant to the Agreements when needed by Purchaser, and (b) is a component part of the total consideration payable to Provider in exchange for Provider’s comprehensive duties under this Agreement and the Agreement(s) related to the other co-located System(s). Accordingly, the Parties further agree (x) to treat the Systems as one integrated system for all purposes, and (y) that any right or option that is exercised with respect to the System or this Agreement, whether in respect of early termination, purchase option or otherwise, shall also be exercised with respect to the Agreement(s) related to the other co-located System(s).

3. CONSTRUCTION, INSTALLATION AND TESTING OF SYSTEM.

3.1 Installation Work. Provider will cause the System (by using one or more qualified contractors holding the appropriate licenses required in the jurisdiction where the System will be installed) to be designed, engineered, installed and constructed substantially in accordance with Schedule 1 of the Special Conditions and Applicable Law. At its request, Purchaser shall have the right to review all construction plans and designs, including engineering evaluations of the impact of the System. Provider shall perform the Installation Work at the Premises between the hours of 7:00 a.m. and 7:00 p.m. in a manner that minimizes inconvenience to and interference with the use of the Premises to the extent commercially practical.

3.2 Approvals; Permits. Purchaser shall assist Provider in obtaining all necessary consents, approvals and permits required to perform Purchaser’s obligations under this Agreement, including but not limited to those related to the Local Electric Utility, any Governmental Approval, and any consents, waivers, approvals or releases required pursuant to any applicable contract or CCR.

3.3 System Acceptance Testing.

(a) Provider shall conduct testing of the System in accordance with such methods, acts, guidelines, standards and criteria reasonably accepted or followed by providers of Energy Services similar to those provided by the System in the United States. Provider shall provide Purchaser with reasonable advanced notice of such testing and shall permit Purchaser or Purchaser’s representative to observe such testing. Purchaser’s observation of such testing shall not be construed as or deemed an approval of such testing or test results. (b) If the results of such testing indicate that the System is capable of providing the Energy Services, using such instruments and meters as have been installed for such purposes, and the System has been approved for interconnected operation by the Local Electric Utility (“Commercial Operation”), then Provider shall send a written notice to Purchaser to that effect, and the date of such notice shall be the “Commercial Operation Date”.

4. SYSTEM OPERATIONS.

4.1 Provider as Owner and Operator. The System will be owned by Provider or Provider’s Financing Party and will be operated and maintained and, as necessary, repaired by Provider at its sole cost and expense; provided, any repair or maintenance costs incurred by Provider as a result of Purchaser’s negligence or breach of its obligations hereunder shall be reimbursed by Purchaser.

4.2 Metering. Provider shall install and maintain a utility grade kilowatt-hour (kWh) meter for the measurement of electrical energy provided by the System and may, at its election, install a utility grade kilowatt-hour (kWh) meter for the measurement of electrical energy delivered by the Local Electric Utility and consumed at the Premises. Such meter(s) shall meet the general commercial standards of the solar photovoltaic industry or the required standards of the Local Electric Utility.

4.2.1 Meter Testing.
(a) Provider shall provide certificates of calibration for all meters prior to the time of their installation, no meter will be placed in service for which Provider has not provided certificates of calibration. Provider shall test or arrange for all meters to be tested in accordance with the meter manufacturer’s recommendations. Provider shall bear all costs and expenses associated with each meter testing. Purchaser shall be notified at least ten (10) days in advance of such testing and shall have the right to be present during such tests. Provider shall provide Purchaser with detailed written results of all meter tests.
(b) Provider shall test or arrange for meter inspection and testing bi-annually when performing System operations and maintenance.

4.2.2 Cost of Meter Repair.
(a) If meter testing, as described above demonstrates that a meter was operating outside of its allowable calibrations (+/- 2%), then Provider will pay for the cost of repairs or replacement necessary to restore a meter to proper working order.
(b) If a meter is found to be inaccurate by more than two percent (2%), invoices for the prior six (6) months or from the last date such meter was registering accurately, whichever period is less, shall be adjusted to reconcile the discrepancy and payment for the amount of the adjustment issued by the appropriate party within 45 days, except that Purchaser shall not be obligated to pay interest on any amount found to be due because a meter was operating outside of its allowable calibration (+/- 2%).

4.2.3 Meter Data. Provider shall gather and maintain the data from all meters, including but not limited to, interval data registered at least once every fifteen (15) minutes (“Meter Data”), and shall make such Meter Data promptly available to Purchaser at Purchaser’s request.

4.3 System Disruptions. In the event that (a) the owner or lessee of the Premises repairs the Premises for any reason not directly related to damage caused by the System, and such repair requires the partial or complete temporary disassembly or movement of the System, or (b) any act or omission of Purchaser or Purchaser’s employees,

Affiliates, agents or subcontractors (collectively, a “Purchaser Act”) results in a disruption or outage in System production, then, in either case, Purchaser shall (i) pay Provider for all work required by Provider to disassemble or move the System and (ii) continue to make all payments for the Energy Services during such period of System disruption (the “Disruption Period”), and (iii) reimburse Provider for any other lost revenue during the Disruption Period, including any lost revenue associated with any reduced sales of Environmental Attributes and any reduced System-based Incentives, if applicable, during the Disruption Period. For the purpose of calculating Energy Services Payments and lost revenue for such Disruption Period, Energy Services for each month of said months shall be deemed to have been produced at the average rate over the same month for which data exists (or, if the disruption occurs within the first twelve (12) months of operation, the average over such period of operation). Notwithstanding the foregoing, Purchaser shall be entitled to exercise its rights under Section 9 (Allowed Disruption Time) of the Special Conditions.

5. TITLE TO SYSTEM.

5.1 Throughout the duration of this Agreement, Provider or Provider’s Financing Party shall be the legal and beneficial owner of the System at all times, and the System shall remain the personal property of Provider or Provider’s Financing Party and shall not attach to or be deemed a part of, or fixture to, the Premises. The System shall at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code.

Purchaser covenants that it will use reasonable commercial efforts to place all parties having an interest in or lien upon the real property comprising the Premises on notice of the ownership of the System and the legal status or classification of the System as personal property. If there is any mortgage or fixture filing against the Premises which could reasonably be construed as attaching to the System as a fixture of the Premises, Purchaser shall provide, at Provider’s request, a disclaimer or release from such lien holder. If Purchaser is the fee owner of the Premises, Purchaser consents to the filing by Provider, on behalf of Purchaser, of a disclaimer of the System as a fixture of the Premises in the office where real estate records are customarily filed in the jurisdiction of the Premises. If Purchaser is not the fee owner, Purchaser will, at Provider’s request, use commercially reasonable efforts to obtain such consent from such owner.

5.2 Environmental Attributes And System-Based Incentives. Purchaser’s purchase of Energy Services includes Environmental Attributes, but does not include System-based incentives. System-based Incentives shall be owned by Provider or Provider’s financing party for the duration of the System’s operating life. Purchaser disclaims any right to System-based Incentives based upon the installation of the System at the Premises, and shall, at the request of Provider, execute any document or agreement reasonably necessary to fulfill the intent of this Section 5.2. During the Term, Provider shall establish and maintain a WREGIS sub-account to register and track renewable energy certificates (RECs) associated with generation produced by the System. Unless Purchaser prefers a different subaccount designation, RECs transferred into the WREGIS sub-account will be tagged by Provider as retired on behalf of Purchaser. Provider will provide Purchaser read-only access to the WREGIS sub-account and provide an annual report to Purchaser on the status of the RECs. Purchaser understands that if RECs are retired they cannot be used for any other purpose or ‘un-retired’

6. PRICE AND PAYMENT.

6.1 Consideration. Purchaser shall pay to Provider a monthly Energy Services Payment for the Energy Services provided during each calendar month of the Term as set forth in the Special Conditions.

6.2 Invoice. Provider shall invoice Purchaser on or about the first day of each month (each, an “Invoice Date”), commencing on the first Invoice Date to occur after the Commercial Operation Date, for the Energy Services Payment in respect of the immediately preceding month. The last invoice shall include Energy Services provided only through the Termination Date of this Agreement. Invoices shall state, at a minimum, (i) the amount of actual electricity produced by the System and delivered to the delivery point during the invoice period (if applicable), (ii) the rates applicable to, and any charges incurred by, Purchaser under this Agreement, and (iii) the total amount due from Purchaser.

6.3 Time of Payment. Purchaser shall pay all undisputed amounts due hereunder within thirty (30) days after Purchaser’s receipt of an invoice from Provider.

6.4 Method of Payment. Purchaser shall make all payments under this Agreement either (a) by electronic funds transfer in immediately available funds to the account designated by Provider from time to time or

(b) by check timely delivered to the location designated by Provider from time to time. All payments that are not paid when due shall bear interest accruing from the date becoming past due until paid in full at a rate equal to the Stated Rate.

6.5 Disputed Payments. If a bona fide dispute arises with respect to any invoice, Purchaser shall not be deemed in default under this Agreement and the Parties shall not suspend the performance of their respective obligations hereunder, including payment of undisputed amounts owed hereunder. If an amount disputed by Purchaser is subsequently deemed to have been due pursuant to the applicable invoice, interest shall accrue at the Stated Rate on such amount from the date becoming past due under such invoice until the date paid.

7. GENERAL COVENANTS.

7.1 Provider’s Covenants. Provider covenants and agrees to the following:
(a) Notice of Damage or Emergency. Provider shall (x) promptly notify Purchaser if it becomes aware of any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System, (y) immediately notify Purchaser if it becomes aware of any event or circumstance relating to the System or the Premises that poses a significant risk to human health, the environment, the System or the Premises. In the event of unreasonable damage to the Premises caused by, or as the result of, the System, Provider shall, at its sole cost, repair said Premises to the condition existing prior to such damage. (b) Governmental Approvals. While providing the Installation Work, Energy Services, and System Operations, Provider shall obtain and maintain and secure all Governmental Approvals required to be obtained and maintained and secured by Provider and to enable Provider to perform such obligations. (c) Health and Safety. Provider shall take all necessary and reasonable safety precautions with respect to providing the Installation Work, Energy Services, and System Operations that shall comply with all Applicable Laws pertaining to the health and safety of persons and real and personal property. All work shall be performed by licensed professionals, as may be required by Applicable Law, and in accordance with such methods, acts, guidelines, standards and criteria reasonably accepted or followed by a majority of System integrators in the United States. (d) Liens. Other than a Financing Party’s security interest in or ownership of the System, Provider shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, labor or materialman’s lien), charge, security interest, encumbrance or claim of any nature (“Liens”) on or with respect to the Premises or any interest therein, in each case to the extent such Lien arises from or is related to Provider’s performance or non-performance of its obligations hereunder. If Provider breaches its obligations under this Section, it shall (i) immediately notify Purchaser in writing, (ii) promptly cause such Lien to be discharged and released of record without cost to Purchaser, and (iii) defend and indemnify Purchaser against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien; provided, Provider shall have the right to contest any such Lien, so long as it provides a statutory bond or other reasonable assurances of payment that either remove such Lien from title to the Premises or that assure that any adverse judgment with respect to such Lien will be paid without affecting title to the Premises. (e) System Condition. Provider shall take all actions reasonably necessary, including but not limited to repair and maintenance, to ensure that the System is capable of operating at a commercially reasonable continuous rate throughout the Term.
(f) Environmental Indemnification by Provider. Provider shall indemnify, hold harmless and defend Purchaser Indemnified Parties from and against all claims, pay costs and expenses, and conduct all actions required under Environmental Laws in connection with the deposit, release, or spill of any Hazardous Materials at, on, above, below or near the Premises by Provider. In no event shall Provider be responsible for the existence of any Hazardous Materials at the Premises prior to the Effective Date. Provider shall promptly notify Purchaser if it becomes aware of any Hazardous Materials, or any deposit, spill, or release of any Hazardous Materials at, on, above, below or near the Premises.

(g) Production Data. Provider shall provide Purchaser with access to System production data in electronic format, such as tabular Excel or csv with each production unit in a separate cell. Production data could be delivered monthly or by granting Purchaser access to a web portal.

7.2 Purchaser’s Covenants. Purchaser covenants and agrees as follows:
(a) Notice of Damage or Emergency. Purchaser shall (i) promptly notify Provider if it becomes aware of any damage to or loss of the use of the System or that could reasonably be expected to adversely affect the System, (ii) immediately notify Provider it becomes aware of any event or circumstance that poses an imminent risk to human health, the environment, the System or the Premises. In the event of damage to Purchaser’s premises caused by, or as the result of, the System, Provider shall, at its sole cost, repair said premises to the condition existing prior to such damage.
(b) Liens. Purchaser shall not directly or indirectly cause, create, incur, assume or suffer to exist any Liens on or with respect to the System or any interest therein. If Purchaser breaches its obligations under this Section, it shall immediately notify Provider in writing, shall promptly cause such Lien to be discharged and released of record without cost to Provider, and shall indemnify Provider against all costs and expenses (including reasonable attorneys’ fees and court costs at trial and on appeal) incurred in discharging and releasing such Lien. (c) Consents and Approvals. To the extent that only Purchaser is authorized to request, obtain or issue any necessary approvals, Governmental Approvals, rebates or other financial incentives, Purchaser shall cooperate with Provider to obtain or issue such approvals, Governmental Approvals, rebates or other financial incentives in the name of Provider. Purchaser shall provide to Provider copies of all Governmental Approvals and CCRs applicable to the Premises, other than those obtained by Provider or to which Provider is a party. (d) Access to Premises, Grant of License.
(i) Purchaser hereby grants to Provider a revocable non-exclusive license coterminous with the Term containing all the rights necessary for Provider to use and occupy portions of the Premises for the installation, operation, maintenance and removal of the System pursuant to the terms of this Agreement, including ingress and egress rights to the Premises for Provider and its employees, contractors and subcontractors and access to electrical panels and conduits to interconnect or disconnect the System with the Premises’ electrical wiring; provided, with respect to Provider’s access to the Site, such license shall be subject to conditions or limitations for the protection of minor students that are imposed generally on commercial contractors by Purchaser or by Applicable Law. If Provider’s financing structure requires that Purchaser enter into a license agreement directly with Financing Party, Provider shall enter into such an agreement which shall be in a form set forth by Provider and which contain substantially the same rights as set forth in this Section 7.2(d). (ii) Regardless of whether Purchaser is owner of the Premises or leases the Premises from a landlord, Purchaser hereby covenants that (x) Provider shall have access to the Premises and System during the Term of this Agreement and for so long as needed after termination to remove the System pursuant to the applicable provisions herein, and (y) neither Purchaser nor Purchaser’s landlord will interfere or handle any Provider equipment or the System without written authorization from Provider; provided, Purchaser and Purchaser’s landlord shall at all times have access to and the right to observe the Installation Work or System removal. (iii) If Purchaser is a lessee of the Premises, Purchaser further covenants that it shall deliver to Provider, a license from Purchaser’s landlord in substantially the form attached hereto as Exhibit A of these General Conditions. (e) Temporary storage space during installation or removal. Purchaser shall use commercially reasonable efforts to provide for sufficient space at the Premises for the temporary storage and staging of tools, materials and equipment and for the parking of construction crew vehicles and temporary construction trailers and facilities reasonably necessary during the Installation Work, System Operations or System removal, and access for rigging and material handling. Subject to Purchaser’s indemnity obligations set forth herein, Purchaser shall have no liability whatsoever in connection with personal property or equipment of Provider or Provider’s employees, consultants, contractors, subcontractors, and vendors. Provider shall be solely responsible for the safety and security

of Provider’s employees, consultants, contractors, subcontractors, and vendors, as well as any personal property, including but not limited to, any tools, materials, and equipment of such parties used or stored on the Premises. (f) Environmental Documents. On or before the Effective Date of each Special Conditions Purchaser shall identify and set forth in each Special Conditions and unless previously delivered, Purchaser shall, to the extent the same are known and in the possession or control of Purchaser, deliver to Provider copies of all reports, agreements, plans, inspections, tests, studies or other materials concerning the presence of Hazardous Materials at, from or on the Premises including, but not limited to, soil reports, design drawings, environmental reports, sampling results or other documents relating to Hazardous Materials that have been identified or may be present on, in or under the Premises (collectively, the “Environmental Documents”). Thereafter, Purchaser agrees to provide copies of any new Environmental Documents within ten (10) days of receipt of same. Purchaser hereby agrees to furnish such other documents in Purchaser’s possession or control with respect to Governmental Approvals compliance with Environmental Law or Hazardous Materials with respect to the Premises as may be reasonably requested by Provider from time to time.
(g) Compliance with Environmental Laws. Notwithstanding anything to the contrary in this Agreement, Purchaser shall operate and maintain the Premises to comply with the requirements of all applicable Environmental Laws that limit or govern the conditions or uses of the Premises, without impairing or interfering with Provider’s construction, operation and ownership of the System or occupancy of the Premises. In no event shall Provider have any liability or obligation with respect to any Pre-existing Environmental Condition on, in or under the Premises, or operations or maintenance of the Premises required to comply with Environmental Laws with respect to Pre-Existing Environmental Conditions.
(h) Environmental Indemnification by Purchaser. Purchaser shall indemnify, hold harmless and defend Provider from and against all claims, pay costs and expenses, and conduct all actions required under Environmental Laws in connection with (i) the existence at, on, above, below or near the Premises of any Pre-existing Environmental Conditions, and (ii) any Hazardous Materials released, spilled or deposited at, on above or below the Premises by the Purchaser. Purchaser shall promptly notify Provider if it becomes aware of any Hazardous Materials, or any deposit, spill, or release of any Hazardous Materials at, on, above, below or near the Premises.

8. REPRESENTATIONS & WARRANTIES.

8.1 Representations and Warranties of Both Parties. In addition to any other representations and warranties contained in this Agreement, each Party represents and warrants to the other as of the Effective Date that:
(a) it is duly organized and validly existing and in good standing in the jurisdiction of its organization; (b) it has the full right and authority to enter into, execute, deliver, and perform its obligations under this Agreement;
(c) it has taken all requisite corporate or other action to approve the execution, delivery, and performance of the Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy and other similar laws now or hereafter in effect;
(e) there is no litigation, action, proceeding or investigation pending or, to the best of its knowledge, threatened before any court or other Governmental Authority by, against, affecting or involving any of its business or assets that could reasonably be expected to adversely affect its ability to carry out the transactions contemplated herein; (f) its execution and performance of this Agreement and the transactions contemplated hereby do not and will not constitute a breach of any term or provision of, or a default under, (i) any contract, agreement or Governmental Approval to which it or any of its Affiliates is a party or by which it or any of its Affiliates or its or their property is bound, (ii) its organizational documents, or (iii) any Applicable Laws; and

(g) its execution and performance of this Agreement and the transactions contemplated hereby do not and will not require any consent from a third party, including any Governmental Approvals from any Governmental Authority, that are not identified in the Special Conditions.

8.2 Representations of Purchaser. Purchaser represents and warrants to Provider as of the Effective Date that:
(a) Purchaser acknowledges that it has been advised that part of the collateral securing the financial arrangements for the System may be the granting of a first priority perfected security interest (the “Security Interest”) in the System to a Financing Party;
(b) To Purchaser’s knowledge, the granting of the Security Interest will not violate any term or condition of any covenant, restriction, lien, financing agreement, or security agreement affecting the Premises; (c) Purchaser is aware of no existing lease, mortgage, security interest or other interest in or lien upon the Premises that could attach to the System as an interest adverse to Provider’s Financing Party’s Security Interest therein;
(d) To Purchaser’s knowledge, there exists no event or condition which constitutes a default, or would, with the giving of notice or lapse of time, constitute a default under this Agreement; (e) To Purchaser’s knowledge, Purchaser has identified and disclosed to Provider in the Special Conditions (i) all Environmental Documents in Purchaser’s possession or control, (ii) all CCRs, Governmental Approvals or other restrictions imposed under Applicable Laws with respect to the use of the Premises that could affect the construction and operation of the System within Purchaser’s possession or control, and (iii) all environmental reports, studies, data or other information relating to the use of the Premises by Provider within the Purchaser’s possession or control;
(f) To Purchaser’s knowledge, the Premises is in compliance with Environmental Laws, and that Purchaser holds and is in compliance with all Governmental Approvals required for the ownership and any current operations or activities conducted at the Premises; and (g) Purchaser has identified in the Special Conditions and delivered to Provider all material reports and information concerning the presence or release of Hazardous Materials on, in or under the Premises in Purchaser’s possession or control.

Any Financing Party shall be an intended third-party beneficiary of this Section 8.2.

8.3 EXCLUSION OF WARRANTIES. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY

SET FORTH HEREIN, THE INSTALLATION WORK, SYSTEM OPERATIONS, AND ENERGY SERVICES PROVIDED BY PROVIDER TO PURCHASER PURSUANT TO THIS AGREEMENT SHALL BE “AS-IS WHERE-IS.” NO OTHER WARRANTY TO PURCHASER OR ANY OTHER PERSON, WHETHER EXPRESS,

IMPLIED OR STATUTORY, IS MADE AS TO THE INSTALLATION, DESIGN, DESCRIPTION, QUALITY,

MERCHANTABILITY, COMPLETENESS, USEFUL LIFE, FUTURE ECONOMIC VIABILITY, OR FITNESS

FOR ANY PARTICULAR PURPOSE OF THE SYSTEM, THE ENERGY SERVICES OR ANY OTHER SERVICE

PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY PROVIDER.

9. TAXES AND GOVERNMENTAL FEES.

9.1 Purchaser Obligations. Purchaser shall reimburse and pay for any documented taxes, fees or charges imposed or authorized by any Governmental Authority and paid by Provider due to Provider’s sale of the Energy Services to Purchaser (other than income taxes imposed upon Provider). Provider shall notify Purchaser in writing with a detailed statement of such amounts, which shall be invoiced by Provider and payable by Purchaser. Purchaser shall timely report, make filings for, and pay any and all sales, use, income, gross receipts or other taxes, and any and

all franchise fees or similar fees assessed against it due to its purchase of the Energy Services. This Section 9.1 excludes taxes specified in Section 9.2.

9.2 Provider Obligations. Subject to Section 9.1 above, Provider shall be responsible for all income, gross receipts, ad valorem, personal property or real property or other similar taxes and any and all franchise fees or similar fees assessed against it due to its ownership of the System.

10. FORCE MAJEURE.

10.1 Definition. “Force Majeure Event” means any act or event that prevents the affected Party from performing its obligations in accordance with this Agreement, if such act or event is beyond the reasonable control, and not the result of the fault or negligence, of the affected Party and such Party had been unable to overcome such act or event with the exercise of due diligence (including the expenditure of reasonable sums). Subject to the foregoing conditions, “Force Majeure Event” shall include without limitation the following acts or events: (i) natural phenomena, such as storms, hurricanes, floods, lightning, volcanic eruptions and earthquakes; (ii) explosions or fires arising from lightning or other causes unrelated to the acts or omissions of the Party seeking to be excused from performance; (iii) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, terrorist acts, or rebellion; (iv) strikes or labor disputes (except strikes or labor disputes caused solely by employees of Provider or as a result of such party’s failure to comply with a collective bargaining agreement); and (v) action or inaction by a Governmental Authority (unless Purchaser is a Governmental Authority and Purchaser is the Party whose performance is affected by such action nor inaction). A Force Majeure Event shall not be based on the economic hardship of either Party, or upon the expiration of any lease of the Premises by the Purchaser from the owner of the Premises.

10.2 Excused Performance. Except as otherwise specifically provided in this Agreement, neither Party shall be considered in breach of this Agreement or liable for any delay or failure to comply with this Agreement (other than the failure to pay amounts due hereunder), if and to the extent that such delay or failure is attributable to the occurrence of a Force Majeure Event; provided, the Party claiming relief under this Article 10 shall as soon as practicable after becoming aware of the circumstances constituting Force Majeure (i) notify the other Party in writing of the existence of the Force Majeure Event, (ii) exercise all reasonable efforts necessary to minimize delay caused by such Force Majeure Event, (iii) notify the other Party in writing of the cessation or termination of said Force Majeure Event and (iv) resume performance of its obligations hereunder as soon as practicable thereafter; provided, Purchaser shall not be excused from making any payments and paying any unpaid amounts due in respect of Energy Services delivered to Purchaser prior to the Force Majeure Event performance interruption. Subject to Section 10.3 below, the Parties agree that to the extent permitted by Applicable Law, the Term of this Agreement shall extend on a day for day basis for every day in which the occurrence of a Force Majeure Event has affected either Party’s performance of its obligations hereunder.

10.3 Termination in Consequence of Force Majeure Event. If a Force Majeure Event shall have occurred that has affected Provider’s performance of its obligations hereunder and that has continued for a continuous period of one hundred eighty (180) days, then either Party shall be entitled to terminate this Agreement upon ninety (90) days’ prior written notice to the other Party. If at the end of such ninety (90) day period such Force Majeure Event shall still continue, this Agreement shall automatically terminate. Upon such termination for a Force Majeure Event, neither Party shall have any liability to the other (other than any such liabilities that have accrued prior to such termination, including but not limited to Provider’s obligations to remove the System and restore the Premises as set forth herein), and Purchaser shall have no obligation to pay the Early Termination Fee.

11. DEFAULT.

11.1 Provider Defaults and Purchaser Remedies.
(a) Provider Defaults. The following events shall be defaults with respect to Provider (each, a “Provider Default”):
(i) A Bankruptcy Event shall have occurred with respect to Provider;

(ii) Provider fails to pay Purchaser any undisputed amount owed under the Agreement within thirty (30) days from receipt of notice from Purchaser of such past due amount; and (iii) Provider breaches any material representation, covenant or other term of this Agreement and (A) if such breach can be cured within thirty (30) days after Purchaser’s written notice of such breach and Provider fails to so cure, or (B) Provider fails to commence and pursue a cure within such thirty (30) day period if a longer cure period is needed.
(b) Purchaser’s Remedies. If a Provider Default described in Section 11.1(a) has occurred and is continuing, in addition to other remedies expressly provided herein, and subject to Article 12, Purchaser may terminate this Agreement with no penalty or liability whatsoever, including but not limited to the Early Termination Fee, and exercise any other remedy it may have at law or equity or under this Agreement.

11.2 Purchaser Defaults and Provider’s Remedies.
(a) Purchaser Default. The following events shall be defaults with respect to Purchaser (each, a “Purchaser Default”):
(i) A Bankruptcy Event shall have occurred with respect to Purchaser; (ii) Purchaser breaches any material representation, covenant or other term of this Agreement if (A) such breach can be cured within thirty (30) days after Provider’s notice of such breach and Purchaser fails to so cure, or (B) Purchaser fails to commence and pursue said cure within such thirty (30) day period if a longer cure period is needed, such longer cure period not to exceed ninety (90) days; and (iii) Purchaser fails to pay Provider any undisputed amount due Provider under this Agreement within thirty (30) days from receipt of notice from Provider of such past due amount. (b) Provider’s Remedies. If a Purchaser Default described in Section 11.2(a) has occurred and is continuing, in addition to other remedies expressly provided herein, and subject to Article 12, Provider may terminate this Agreement and upon such termination, (A) Provider shall be entitled to receive from Purchaser the Early Termination Fee set forth on Schedule 3, Column 1 of the Special Conditions, and (B) Provider may exercise any other remedy it may have at law or equity or under this Agreement.

11.3 Cross Default. With respect to any Systems that are co-located at the same Premises, if a Party defaults under this Agreement, it shall also be a default of such Party under the Agreement(s) related to the other colocated System(s); provided, a cure of the original default shall be a cure of any such cross default. In the event of a cross default, the non-defaulting Party shall be entitled to exercises its rights with respect to this Agreement and all such other Agreements, including terminating all such Agreements and, if Provider terminates one or more Agreements due to a Purchaser Default, Purchaser shall pay the Early Termination Fees for all such terminated Agreements.

11.4 Removal of System. Upon any termination of this Agreement pursuant to this Article 11 and payment of the Early Termination Fee (if applicable), Provider will remove the System pursuant to Section 2.4 hereof.

12. LIMITATIONS OF LIABILITY.

12.1 Except as expressly provided herein, neither Party shall be liable to the other Party or its Indemnified Persons for any special, punitive, exemplary, indirect, or consequential damages, losses or damages for lost revenue or lost profits, whether foreseeable or not, arising out of, or in connection with this Agreement.

12.2 A Party’s maximum liability to the other Party under this Agreement, shall be limited to the aggregate Estimated Remaining Payments as of the date of the events giving rise to such liability, provided, the limits of liability under this Section 12.2 shall not apply with respect to (i) indemnity obligations hereunder in respect of personal injury or environmental claims and (ii) any obligation of Purchaser to pay Energy Service Payments, the

Early Termination Fee or the Option Price, (iii) any obligation of Provider to pay for Lost Savings in accordance with the Special Conditions and (iv) if applicable, any obligation of Provider to remove the System and restore the Premises in accordance with Section 2.4.

13. ASSIGNMENT.

13.1 Assignment by Provider. Provider shall not sell, transfer or assign (collectively, an “Assignment”) the Agreement or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed; provided, Purchaser agrees that Provider may assign this Agreement without the consent of the Purchaser to an Affiliate of Provider or any party providing financing for the System. In the event that Provider identifies a secured Financing Party in the Special Conditions, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of these General Terms and Conditions and agrees to provide such estoppels, acknowledgments and opinions of counsel as Provider may reasonably request from time to time. Any Financing Party shall be an intended third-party beneficiary of this Section 13.1. Any Assignment by Provider without obtaining the prior written consent and release of Purchaser, when such consent is required by this Section 13.1, shall not release Provider of its obligations hereunder.

13.2 Acknowledgment of Collateral Assignment. In the event that Provider identifies a secured Financing Party in the Special Conditions, or in a subsequent notice to Purchaser, then Purchaser hereby acknowledges:
(a) The collateral assignment by Provider to the Financing Party, of Provider’s right, title and interest in, to and under this Agreement, as consented to under Section 13.1 of this Agreement. (b) That the Financing Party as such collateral assignee shall be entitled to exercise any and all rights of lenders generally with respect to Provider’s interests in this Agreement. (c) That it has been advised that Provider has granted a first priority perfected security interest in the System to the Financing Party and that the Financing Party has relied upon the characterization of the System as personal property, as agreed in this Agreement in accepting such security interest as collateral for its financing of the System.

Any Financing Party shall be an intended third- party beneficiary of this Section 13.2.

13.3 Assignment by Purchaser. Purchaser shall not assign this Agreement or any interest therein, without Provider’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any Assignment by Purchaser without the prior written consent of Provider shall not release Purchaser of its obligations hereunder.

14. NOTICES.

14.1 Notice Addresses. Unless otherwise provided in this Agreement, all notices and communications concerning this Agreement shall be in writing and addressed to the other Party (or Financing Party, as the case may be) at the addresses set forth in the Special Conditions, or at such other address as may be designated in writing to the other Party from time to time.

14.2 Notice. Unless otherwise provided herein, any notice provided for in this Agreement shall be hand delivered, sent by registered or certified U.S. Mail, postage prepaid, or by commercial overnight delivery service, and shall be deemed delivered to the addressee or its office when received at the address for notice specified above when hand delivered, upon confirmation of sending when sent by facsimile (if sent during normal business hours or the next Business Day if sent at any other time), on the Business Day after being sent when sent by overnight delivery service (Saturdays, Sundays and legal holidays excluded), or five (5) Business Days after deposit in the mail when sent by U.S. mail.

14.3 Address for Invoices. All invoices under this Agreement shall be sent to the address provided by Purchaser. Invoices shall be sent by regular first class mail postage prepaid.

15. CONFIDENTIALITY.

15.1 Confidentiality Obligation. If either Party provides confidential information, including business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the financing, design, operation and maintenance of the System or of Purchaser’s business (“Confidential Information”) to the other or, if in the course of performing under this Agreement or negotiating this Agreement a Party learns Confidential Information regarding the facilities or plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information, and (b) refrain from using such Confidential Information, except in the negotiation and performance of this Agreement. Notwithstanding the above, a Party may provide such Confidential Information to its officers, directors, members, managers, employees, agents, contractors, consultants, Affiliates, lenders (existing or potential), investors (existing or potential) and potential third-party assignees of this Agreement or third-party acquirers of Provider or its Affiliates (provided and on condition that such potential third-party assignees be bound by a written agreement restricting use and disclosure of Confidential Information) (collectively, “Representatives”), in each case whose access is reasonably necessary. Each such recipient of Confidential Information shall be informed by the Party disclosing Confidential Information of its confidential nature and shall be directed to treat such information confidentially and shall agree to abide by these provisions. In any event, each Party shall be liable (with respect to the other Party) for any breach of this provision by any entity to whom that Party improperly discloses Confidential Information. The terms of this Agreement (but not its execution or existence) shall be considered Confidential Information for purposes of this Article, except as set forth in Section 15.3. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party’s need for it has expired or upon the request of the disclosing Party.

15.2 Permitted Disclosures. Notwithstanding any other provision herein, neither Party shall be required to hold confidential any information that:
(a) Becomes publicly available other than through the receiving Party; (b) Is required to be disclosed by a Governmental Authority, under Applicable Law, including but not limited to the California Public Records Act, or pursuant to a validly issued subpoena or required filing, but a receiving Party subject to any such requirement shall promptly notify the disclosing Party of such requirement; (c) Is independently developed by the receiving Party; or (d) Becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality.

15.3 Goodwill and Publicity. Neither Party shall use the name, trade name, service mark, or trademark of the other Party in any promotional or advertising material without the prior written consent of such other Party.

The Parties shall coordinate and cooperate with each other when making public announcements related to the execution and existence of this Agreement, and each Party shall have the right to promptly review, comment upon, and approve any publicity materials, press releases, or other public statements by the other Party that refer to, or that describe any aspect of, this Agreement; provided, no such publicity releases or other public statements (except for filings or other statements or releases as may be required by Applicable Law) shall be made by either Party without the prior written consent of the other Party. At no time will either Party acquire any rights whatsoever to any trademark, trade name, service mark, logo or other intellectual property right belonging to the other Party.

Notwithstanding the foregoing, Purchaser agrees that Provider may, at its sole discretion, take photographs of the installation process of the System and/or the completed System, and Provider shall be permitted to use such images (regardless of media) in its marketing efforts, including but not limited to use in brochures, advertisements, websites and news outlet or press release articles. The images shall not include any identifying information without Purchaser permission and the installation site shall not be disclosed beyond the type of establishment (such as “Retail Store,” “Distribution Center,” or such other general terms), the city and state.

15.4 Enforcement of Confidentiality Obligation. Each Party agrees that the disclosing Party would be irreparably injured by a breach of this Article 15 by the receiving Party or its Representatives or other Person to whom the receiving Party discloses Confidential Information of the disclosing Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Article 15. To the fullest extent permitted by Applicable Law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Article 15, but shall be in addition to all other remedies available at law or in equity.

16. INDEMNITY.

16.1 Provider’s Indemnity. Subject to Article 12, Provider agrees that it shall indemnify and hold harmless Purchaser, its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “Purchaser Indemnified Parties”) from and against any and all Losses incurred by Purchaser Indemnified Parties to the extent arising from or out of the following: any claim for or arising out of any injury to or death of any Person or loss or damage to property of any Person to the extent arising out of Provider’s negligence or willful misconduct. Provider shall not, however, be required to reimburse or indemnify any Purchaser Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Purchaser Indemnified Party.

16.2 Purchaser’s Indemnity. Subject to Article 12 and to the extent permitted by Applicable Law, Purchaser agrees that it shall indemnify and hold harmless Provider, its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “Provider Indemnified Parties”) from and against any and all Losses incurred by Provider Indemnified Parties to the extent arising from or out of any claim for or arising out of any injury to or death of any Person or loss or damage to property of any Person to the extent arising out of Purchaser’s negligence or willful misconduct. Purchaser shall not, however, be required to reimburse or indemnify any Provider Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Provider Indemnified Party.

17. INSURANCE.

17.1 Generally. Purchaser and Provider shall each maintain the following insurance coverages in full force and effect throughout the Term either through insurance policies or acceptable self-insured retentions: (a) Workers’ Compensation Insurance as may be from time to time required under applicable federal and state law, (b) Commercial General Liability Insurance with limits of not less than $2,000,000 general aggregate, $1,000,000 per occurrence, and (c) automobile insurance with commercially reasonable coverages and limits. Additionally, Provider shall carry adequate property loss insurance on the System which need not be covered by Purchaser’s property coverage. The amount and terms of insurance coverage will be determined at Provider’s sole discretion.

17.2 Certificates of Insurance. Each Party, upon request, shall furnish current certificates evidencing that the insurance required under Section 17.1 is being maintained. Each Party’s insurance policy provided hereunder shall contain a provision whereby the insured agrees to give the other Party thirty (30) days’ written notice before the insurance is cancelled or materially altered.

17.3 Additional Insureds. Each Party’s insurance policy shall be written on an occurrence basis and shall include the other Party as an additional insured as its interest may appear.

17.4 Insurer Qualifications. All insurance maintained hereunder shall be maintained with companies either rated no less than A- as to Policy Holder’s Rating in the current edition of Best’s Insurance Guide (or with an association of companies each of the members of which are so rated) or having a parent company’s debt to policyholder surplus ratio of 1:1.

18. MISCELLANEOUS.

18.1 Integration; Exhibits. The Agreement, together with the Exhibits and Schedules attached thereto or incorporated by reference, constitute the entire agreement and understanding between Provider and Purchaser with

respect to the subject matter thereof and supersedes all prior agreements relating to the subject matter hereof which are of no further force or effect. The Exhibits and Schedules attached to this Agreement, including these General Terms and Conditions as incorporated by reference, are integral parts of this Agreement and are an express part of this Agreement. In the event of a conflict between the provisions of these General Terms and Conditions and any applicable Special Conditions, the provisions of the Special Conditions shall prevail.

18.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Provider and Purchaser.

18.3 Industry Standards. Except as otherwise set forth herein, for the purpose of this Agreement the normal standards of performance within the Energy Services industry in the relevant market shall be the measure of whether a Party’s performance is reasonable and timely. Unless expressly defined herein, words having well-known technical or trade meanings shall be so construed.

18.4 Cumulative Remedies. Except as set forth to the contrary herein, any right or remedy of Provider or Purchaser shall be cumulative and without prejudice to any other right or remedy, whether contained herein or not.

18.5 [Reserved].

18.6 Limited Effect of Waiver. The failure of Provider or Purchaser to enforce any of the provisions of this Agreement, or the waiver thereof, shall not be construed as a general waiver or relinquishment on its part of any such provision, in any other instance or of any other provision in any instance.

18.7 Survival. The obligations under Section 2.4 (Removal of System), Section 7.1 (Provider Covenants), Sections 7.2(d), (e), (f), (g) and (h) (Purchaser Covenants), Section 8.3 (Exclusion of Warranties), Article 9 (Taxes and Governmental Fees), Article 12 (Limitation of Liability), Article 14 (Notices), Article 15 (Confidentiality), Article 18 (Miscellaneous), all payment or indemnification obligations accrued prior to termination of this Agreement, or pursuant to other provisions of this Agreement that, by their sense and context, are intended to survive termination of this Agreement shall survive the expiration or termination of this Agreement for any reason.

18.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to any choice of law principles. The Parties agree that the courts of the State of California and the Federal Courts sitting therein shall have jurisdiction over any action or proceeding arising under this Agreement to the fullest extent permitted by Applicable Law. The Parties waive to the fullest extent permitted by Applicable Law any objection it may have to the laying of venue of any action or proceeding under this Agreement any courts described in this Section 18.8.

18.9 Severability. If any term, covenant or condition in this Agreement shall, to any extent, be invalid or unenforceable in any respect under Applicable Law, the remainder of this Agreement shall not be affected thereby, and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law and, if appropriate, such invalid or unenforceable provision shall be modified or replaced to give effect to the underlying intent of the Parties and to the intended economic benefits of the Parties.

18.10 Relation of the Parties. The relationship between Provider and Purchaser shall not be that of partners, agents, or joint ventures for one another, and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including federal income tax purposes.

Provider and Purchaser, in performing any of their obligations hereunder, shall be independent contractors or independent parties and shall discharge their contractual obligations at their own risk.

18.11 Successors and Assigns. This Agreement and the rights and obligations under this Agreement shall be binding upon and shall inure to the benefit of Provider and Purchaser and their respective successors and permitted assigns.

18.12 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.

18.13 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and facsimile or electronic, “pdf” delivery of the signature page of a counterpart to the other Party.

18.14 Liquidated Damages Not Penalty. Purchaser acknowledges that the Early Termination Fee constitutes liquidated damages, and not penalties, in lieu of Provider’s actual damages resulting from the early termination of this Agreement. Purchaser further acknowledges that Provider’s actual damages may be impractical and difficult to accurately ascertain, and in accordance with Purchaser’s rights and obligations under this Agreement, the Early Termination Fee constitutes fair and reasonable damages to be borne by Purchaser in lieu of Provider’s actual damages.
[Remainder of page intentionally left blank.]

These General Terms and Conditions are witnessed and acknowledged by ForeFront Power and Purchaser below.

Neither ForeFront Power nor Purchaser shall have any obligations or liability resulting from its witnessing and acknowledging these General Terms and Conditions.
“FOREFRONT POWER”: FFP BTM SOLAR, LLC
By: _________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________
“PURCHASER”: [INSERT LEGAL NAME]
By: _________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________

Exhibit A
of General Terms and Conditions
[PURCHASER’S LETTERHEAD]
[Landlord’s Address]
Attn: Authorized Representative
Re: Proposed Energy System Installation at [Address of Premises]. Lease dated [ ] between [PURCHASER] and [LANDLORD] (the “Lease”)
Dear Authorized Representative:

As has been discussed with you, [PURCHASER] (“Purchaser”) and [FFP Entity], LLC (“Provider”) have entered into an Energy Services Agreement, pursuant to which Provider will install, finance, operate, and maintain a [solar photovoltaic] [battery storage] system at the above-referenced premises which [PURCHASER] leases from you pursuant to the Lease. By signing below and returning this letter to us, you confirm that:

1. The [solar photovoltaic] [battery storage] system and the renewable energy (including environmental credits and related attributes) produced by the system are personal property, and shall not be considered the property (personal or otherwise) of [LANDLORD] upon installation of the system at the premises. Landlord consents to the filing by Provider of a disclaimer of the System as a fixture of the Premises in the office where real estate records are customarily filed in the jurisdiction of the Premises.

2. Provider or its designee (including finance providers) shall have the right without cost to access the premises in order to install, operate, inspect, maintain, and remove the [solar photovoltaic] [battery storage] system. [LANDLORD] will not charge Purchaser or Provider any rent for such right to access the premises.

3. [LANDLORD] has been advised that the finance providers for the [solar photovoltaic] [battery storage] system have a first priority perfected security interest in the system. Provider and the finance providers for the [solar photovoltaic] [battery storage] system (including any system lessor or other lender) are intended beneficiaries of [LANDLORD]’s agreements in this letter.

4. [LANDLORD] will not take any action inconsistent with the foregoing.

We thank you for your consideration of this opportunity and we look forward to working with you in our environmental campaign to increase the utilization of clean, renewal energy resources.

Very truly yours,
[PURCHASER]
By:______________________________
Name:

Title:

Acknowledged and agreed by:
[LANDLORD]
By: ________________________
Name:

Title:

Exhibit B
of General Terms and Conditions
Certain Agreements for the Benefit of the Financing Parties Purchaser acknowledges that Provider will be receiving financing accommodations from one or more Financing Parties and that Provider may sell or assign the System or this Agreement and/or may secure Provider’s obligations by, among other collateral, a pledge or collateral assignment of this Agreement and a first security interest in the System. In order to facilitate such necessary sale, conveyance, or financing, and with respect to any such Financing Party, Purchaser agrees as follows:
(a) Consent to Collateral Assignment. Purchaser consents to either the assignment, sale or conveyance to a Financing Party or the collateral assignment by Provider to a Financing Party, of Provider’s right, title and interest in and to this Agreement.
(b) Notices of Default. Purchaser will deliver to the Financing Party, concurrently with delivery thereof to Provider, a copy of each notice of default given by Purchaser under this Agreement, inclusive of a reasonable description of Provider default. No such notice will be effective absent delivery to the Financing Party. Purchaser will not mutually agree with Provider to cancel, modify or terminate this Agreement without the written consent of the Financing Party, however, this provision shall not be interpreted to limit any termination rights of either Party as set forth in the Agreement.
(c) Rights Upon Event of Default. Notwithstanding any contrary term of this Agreement:
i. The Financing Party shall be entitled to exercise, in the place and stead of Provider, any and all rights and remedies of Provider under this Agreement in accordance with the terms of this Agreement and only in the event of Provider’s or Purchaser’s default. The Financing Party shall also be entitled to exercise all rights and remedies of secured parties generally with respect to this Agreement and the System. ii. The Financing Party shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Financing Party to cure any default of Provider under this Agreement or (unless the Financing Party has succeeded to Provider’s interests under this Agreement) to perform any act, duty or obligation of Provider under this Agreement, but Purchaser hereby gives it the option to do so.
iii. Upon the exercise of remedies under its security interest in the System, including any sale thereof by the Financing Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Provider to the Financing Party (or any assignee of the Financing Party) in lieu thereof, the Financing Party shall give notice to Purchaser of the transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement.
iv. Upon any default not reasonably susceptible to cure by a Finance Party, including, without limitation, rejection or other termination of this Agreement pursuant to any process undertaken with respect to Provider under the United States Bankruptcy Code, at the request of the Financing Party made within ninety (90) days of such default, Purchaser shall enter into a new agreement with the Financing Party or its designee having the same terms and conditions as this Agreement.
(d) Right to Cure.
i. Purchaser will not exercise any right to terminate or suspend this Agreement unless it shall have given the Financing Party prior written notice by sending notice to the Financing Party (at the address provided by Provider) of its intent to terminate or suspend this Agreement, specifying the condition giving rise to such right, and the Financing Party shall not have caused to be cured the condition giving rise to the right of termination or suspension within thirty (30) days after such notice or (if longer) the periods provided for in this Agreement. The Parties agree that the cure rights described herein are in addition to and apply and commence following the expiration of any notice

and cure period applicable to Provider The Parties respective obligations will otherwise remain in effect during any cure period; provided, if such Provider default reasonably cannot be cured by the Financing Party within such period and the Financing Party commences and continuously pursues cure of such default within such period, such period for cure will be extended for a reasonable period of time under the circumstances, such period not to exceed additional ninety (90) days.
ii. If the Financing Party (including any purchaser or transferee), pursuant to an exercise of remedies by the Financing Party, shall acquire title to or control of Provider’s assets and shall, within the time periods described in Sub-section (c)(i). above, cure all defaults under this Agreement existing as of the date of such change in title or control in the manner required by this Agreement and which are capable of cure by a third person or entity, then such person or entity shall no longer be in default under this Agreement, and this Agreement shall continue in full force and effect.

Exhibit C
of General Conditions
Requirements Applicable to the Installation Work
Section B.1 Prohibition Against Use of Tobacco. All properties and facilities owned, leased or operated by the Purchaser are tobacco-free work places. No person on, at or in any Purchaser-controlled property or facility, including, without limitation, the Premises, may smoke, chew or otherwise use tobacco products. Provider shall be responsible for: (i) informing any and all persons present on or at the Premises on account of the Installation Work about the Purchaser’s tobacco-free policy; and (ii) strictly enforcing such policy with respect to the Premises. The Purchaser, Provider, and each Subcontractor shall require that any person present on or at the Premises on account of the Installation Work who violates such policy must permanently leave the Premises, and shall prohibit such person from thereafter being present or performing any of the Installation Work on or at the Premises.

Section B.2 Prohibition Against Use of Drugs.
(a) Purchaser Drug-Free Policy. All properties and facilities owned, leased or operated by the Purchaser are drug-free work places. No person on, at or in any Purchaser-controlled property or facility, including, without limitation, the Premises, may: (i) engage in the unlawful manufacture, dispensation, possession or use, including being under the influence, of any controlled substance, (ii) possess or use any alcoholic beverage, or (iii) use any substance which may cause significant impairment of normal abilities. Provider shall be responsible for: (i) informing any and all persons present on or at the Premises on account of the Installation Work about the Purchaser’s drug-free policy; and (ii) strictly enforcing such policy with respect to the Premises. The Purchaser, Provider, and each Subcontractor shall require that any person present on or at the Premises on account of the Installation Work who violates such policy must permanently leave the Premises, and shall prohibit such person from thereafter being present or performing any of the Installation Work on or at the Premises.
(b) Drug-Free Workplace Certification. Provider is hereby made subject to the requirements of Government Code Sections 8350 et seq., the Drug-Free Workplace Act of 1990.

Section B.3 Compliance with Labor Requirements. The Installation Work is a “public works” project as defined in Section 1720 of the California Labor Code (“Labor Code”) and made applicable pursuant to Section 1720.6 of the Labor Code. Therefore, the Installation Work is subject to applicable provisions of Part 7, Chapter 1, of the Labor Code and Title 8 of the California Code of Regulations, Section 16000 et seq. (collectively, “Labor Law”). Provider acknowledges that, as provided by Senate Bill 854 (Stats. 2014, Ch. 28), the Project is subject to labor compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”).

Section B.4 Compliance with Labor Code Requirements. Provider must be, and shall be deemed and construed to be, aware of and understand the requirements of the Labor Law that require the payment of prevailing wage rates and the performance of other requirements on public works projects. Provider, at no additional cost to the Purchaser, must: (i) comply with any and all applicable Labor Law requirements, including, without limitation, requirements for payment of prevailing wage rates, inspection and submittal (electronically, as required) of payroll records, interview(s) of workers, et cetera; (ii) ensure that its Subcontractors are aware of and comply with the Labor Law requirements; (iii) in connection with Labor Law compliance matters, cooperate with the DIR, the Purchaser and other entities with competent jurisdiction; and (iv) post all job-site notices required by law in connection with the Installation Work, including, without limitation, postings required by DIR regulations. A Subcontractor that has been debarred in accordance with the Labor Code, including, without limitation, pursuant to Sections 1777.1 or 1777.7, is not eligible to bid on, perform, or contract to perform any portion of the Installation Work. Wage rates for the Installation Work shall be in accordance with the general prevailing rates of per-diem wages determined by the Director of Industrial Relations pursuant to Labor Code Section 1770. The following Labor Code sections are by this reference incorporated into and are a fully operative part of the Contract, and Provider shall be responsible for compliance therewith:
(a) Section 1735: Anti-Discrimination Requirements;

(b) Section 1775: Penalty for Prevailing Wage Rate Violations; (c) Section 1776: Payroll Records;
(d) Sections 1777.5,1777.6 and 1777.7: Apprenticeship Requirements; (e) Sections 1810 through 1812: Working Hour Restrictions; (f) Sections 1813 and 1814: Penalty for Failure to Pay Overtime; and (g) Section 1815: Overtime Pay.

Section B.5 Requirements for Payroll Records. Provider must comply with all applicable provisions of Labor Code Sections 1776 and 1812, which relate to preparing and maintaining accurate payroll records, and making such payroll records available for review and copying by the Purchaser, the DIR Division of Labor Standards Enforcement, and the DIR Division of Apprenticeship Standards. The payroll records must be certified and made available as required by Labor Code Section 1776.

Section B.6 Contractor Registration. On and after March 1, 2015, no contractor may bid on a public works project unless the contractor is, and no subcontractor may be listed in any bid for a public works project unless the subcontractor is, currently registered with the DIR and qualified to perform public work pursuant to Labor Code Section 1725.5. On and after April 1, 2015, no contractor or subcontractor may be awarded a contract for work on a public works project, or may perform any work on a public works project, unless the contractor or subcontractor is currently registered with the DIR and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of Labor Code Section 1725.5 for an unregistered contractor to submit a bid authorized by Business and Professions Code Section 7029.1 or Public Contract Code Section 20103.5, if the contractor is registered at the time the contract is awarded.

Section B.7 Permits and Licenses. Without limiting anything set forth in Section B.7 of this Exhibit C, Provider, its Subcontractors, and all of their respective employees and agents: (i) shall secure and maintain in force at all times during the performance of the Installation Work such licenses and permits as are required by law; and (ii) shall comply with all federal and State, and County laws and regulations, and other governmental requirements applicable to the System or the Installation Work. Provider or its subcontractors shall obtain and pay for all permits and licenses required for the performance of, or necessary in connection with, the Installation Work, and shall give all necessary notices and deliver all necessary certificates to the Purchaser, and shall pay all royalties and license fees arising from the use of any material, machine, method or process used in performing the Installation Work. Provider shall be solely responsible for all charges, assessments and fees payable in connection with any such licenses, permits, materials, machines, methods, and processes.

Section B.8 Protection of Minor-Aged Students. Provider, in conformance with Education Code Section 45125.1, shall require and be responsible for ensuring compliance by each and every person who will be on or at the Premises in connection with the construction, maintenance, operation or other purposes related to the System with all California Department of Justice guidelines and requirements relating to fingerprinting and criminal-history background checks, regardless of whether Section 45125.1 otherwise by its terms would apply to any such activities.

In the event Education Code Section 45125.1 is repealed or superseded, Provider, following receipt of written notice from the Purchaser, shall comply with such successor or other requirements as determined by the Purchaser in its reasonable discretion. The Purchaser, in its discretion, may exempt in writing any person(s) from the foregoing requirements if Provider makes alternative arrangements for supervision of such person(s) that are acceptable to the Purchaser in its sole discretion.

ENERGY SERVICES AGREEMENT – SOLAR
Apple Valley Animal Shelter
This Energy Services Agreement (“Agreement”) is made and entered into as of this ____ day of ___________, 2023 (or, if later, the latest date of a Party’s execution and delivery to the other Party of this Agreement, the “Effective Date”), between FFP BTM SOLAR, LLC, a Delaware limited liability company (“Provider”), and The City of Palm Desert, a California charter city (“Purchaser”; and, together with Provider, each, a “Party” and together, the “Parties”).

RECITALS
A. Purchaser desires that Provider install and operate a solar photovoltaic system at the Premises (as hereafter defined) for the purpose of providing Energy Services (as hereafter defined), and Provider is willing to have the Installation Work performed by using one or more qualified contractors holding the appropriate licenses required in the jurisdiction where the System will be installed; B. Provider is in the business of designing, constructing, owning, financing, and operating solar photovoltaic systems for the purpose of selling power generated by the systems to its purchasers; C. California Government Code sections 4217.10 et seq. authorizes a public entity to enter into energy service contracts, facility financing contracts, and related agreements to implement the State’s conservation and alternative energy supply source policy;
D. Purchaser’s governing body has made those findings required by Government Code section 4217.12 that the anticipated cost to the Purchaser for Energy Services provided by the System under this Agreement is expected to be less than the anticipated marginal cost to the Purchaser of electrical energy that would have been consumed by Purchaser in the absence of its purchase of the Energy Services; E. Provider and Purchaser acknowledged those certain General Terms and Conditions of Energy Services Agreement between FFP BTM Solar, LLC and Purchaser of even date herewith (“General Terms and Conditions”), which are incorporated by reference as set forth herein; and F. The terms and conditions of this Energy Services Agreement, excluding the General Terms and Conditions incorporated herein, constitute the “Special Conditions” referred to in the General Terms and Conditions.

In consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Incorporation of General Terms and Conditions. The General Terms and Conditions are incorporated herein as if set forth in their entirety.

2. Initial Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for Twenty (20) years from the Commercial Operation Date (as defined in the General Terms and Conditions), unless and until extended or terminated earlier pursuant to the provisions of this Agreement (the “Initial Term”). After the Initial Term, this Agreement may be renewed for an additional five (5) year term (a “Renewal Term”). At least one hundred and eighty (180) days, but no more than three hundred and sixtyfive (365) days, prior to the expiration of the Initial Term, Provider shall give written notice to Purchaser of the availability of the Renewal Term. Purchaser shall have sixty (60) days to agree to continuation of this Agreement for the Renewal Term. Absent agreement to the Renewal Term this Agreement shall expire on the Expiration Date. The Initial Term and the subsequent Renewal Term, if any, are referred to collectively as the “Term”.

3. Schedules. The following Schedules hereto are hereby incorporated into this Agreement:

2 Schedule 1 Description of the Premises, System and Subsidy Schedule 2 Energy Services Payment
Schedule 3 Early Termination Fee
Schedule 4 Estimated Annual Production
Schedule 5 Notice Information
Schedule 6 Reserved
Schedule 7 Specific Items for Scope of Work
Schedule 8 Acknowledgment of Upgrades, Schedule or Scope Change Schedule 9 Site Diagram

4. Privacy. Purchaser acknowledges that the System may collect certain information about Purchaser’s electricity usage and the System performance and that such information may be used by Provider: (i) as necessary to carry out its obligations under this Agreement; and (ii) may be used and shared with third parties in connection with Provider’s other business activities, provided, however, that such information shall be anonymized so as to delete all information which would identify such information to Purchaser. All such information that is identifiable to Purchaser will be stored and processed in the United States.

5. Milestone Dates.

5.1 The Guaranteed Construction Start Date is 730 days from Effective Date provided that the Local Electric Utility is prepared to begin its construction on any required utility, (distribution or transmission), upgrades, if any, and the City has completed construction on all improvement work, if any, within the area of solar development (as indicted in Schedule 9). In the event that the Local Electric Utility is not prepared to commence construction on required upgrades, if any are required, or the City has not completed construction within the area of solar development, Provider will be allowed a day for day extension to the Guaranteed Construction Start Date, as defined in the Definitions section of the General Terms and Conditions Agreement between the Parties.

5.2 The Guaranteed Commercial Operation Date is April 14, 2026, subject to delay if the Local Electric Utility does not complete any required upgrades or inspections in accordance with the project schedule and such delay is not the result of Provider delay in making any applications or completing any required work.

6. Purchase Requirement; Energy Services Payment. “Energy Services” means the supply of electrical energy output from the System. Purchaser agrees to purchase one hundred percent (100%) of the Energy Services generated by the System and made available by Provider to Purchaser during each relevant month of the Term, up to a maximum of one hundred and ten percent (110%) of Estimated Annual Production, as defined in Schedule 4. While the Energy Services are calculated and billed on a per kWh basis as set forth in Schedule 2 of these Special Conditions, they represent a package of services and benefits.

7. Net Energy Metering.

7.1 The Parties acknowledge that the pricing assumes Net Energy Metering (NEM) 2.0 for the Initial Term. Provider filed an interconnection application on behalf of Purchaser prior to April 14, 2023 and received confirmation that the application was grandfathered for NEM 2.0. If, prior to the Commercial Operation Date, (A) Provider fails to keep such interconnection applications in good standing such that the System would not be eligible for NEM 2.0, or (B) the CPUC issues a decision such that the System would not be eligible for NEM 2.0 grandfathering for at least twenty (20) years, Purchaser may terminate this Agreement with no liability whatsoever, including, but not limited to the Early Termination Fee. The foregoing shall not apply to the extent Provider’s failure is caused by an act or omission by Purchaser in connection with Provider’s submittal of interconnection applications.

Provided, however, that in the event of a change in Applicable Law that occurs after the Commercial

3 Operation Date and results in a loss of NEM 2.0 grandfathering, Purchaser shall have no such termination right. Provided further that Purchaser shall ensure any correspondence with the Local Electric Utility regarding the tariff and changes to the interconnection agreement are promptly shared with Provider.

8. Estimated Annual Production. The annual estimate of electricity generated by the system for each year of the initial term is set as forth in Schedule 4 of the Special Conditions (“Estimated Annual Production”).

Within sixty (60) days of each annual anniversary of the Commercial Operation Date, Provider will provide a statement to Purchaser that shows the actual annual kWh production from the System for the Term Year, the Estimated Annual Production, and the Minimum Guaranteed Output (defined below).

9. Minimum Guaranteed Output. If the System fails to generate at least ninety-five percent (95%) of the Estimated Annual Production for a full Term Year (such amount, the “Minimum Guaranteed Output”), other than as a result of the acts or omissions of Purchaser or the Local Electric Utility (including a Disruption Period), or an Event of Force Majeure, Provider shall credit Purchaser an amount equal to Purchaser’s Lost Savings on the next invoice or invoices during the following Term Year. If the credit is due in the Term Year of the Term, then Provider shall pay the face value of the credit to Purchaser. The formula for calculating Lost Savings for the applicable Term Year is as follows:

Lost Savings = (MGO*WPR - AE) x RV
MGO = Minimum Guaranteed Output, as measured in total kWh, for the System for the applicable Term Year.

WPR = Weather Performance Ratio, measured as the ratio of the actual insolation over typical (proforma) insolation. Such Weather Performance Ratio shall only apply if the ratio is less than 1.00.

AE = Actual Electricity, as measured in total kWh, delivered by the System for the Term Year plus the estimated lost energy production during a Disruption Period.

RV = (ATP - kWh Rate)
ATP = Average tariff price, measured in $/kWh, for the Term Year paid by Purchaser with respect to the Premises. This price is determined by dividing the total cost for delivered electricity, including all charges associated with such electricity howsoever named, including, without limitation, charges for distribution, transmission, demand, and systems benefits, paid to the Local Electric Utility during the applicable Term Year by the total amount of delivered electricity by the electric utility during such Term Year.
kWh Rate = the kWh Rate in effect for the applicable Term Year(s), measured in $/kWh.

If the RV is zero or less, then no Lost Savings payment is due to Purchaser. Any Lost Savings payment shall occur no later than sixty (60) days after the end of the Term Year during which such Lost Savings occurred.

10. Allowed Disruption Time. Notwithstanding the provisions in Section 4.3 of the General Terms and Conditions to the contrary, during years 4 through 20 (but not years 1 through 3) of the Term, Purchaser shall be afforded a one-time allocation of fifteen (15) days which may be used consecutively or in separate periods of at least twenty-four (24) hours each (“Allowed Disruption Time”) during which the System shall be rendered non-operational. Purchaser shall not be obligated to make payments to Provider for electricity not received during the Allowed Disruption Time, nor shall Purchaser be required to reimburse Provider for any other lost revenue during the Allowed Disruption Time, including any lost revenue associated with any reduced sales of Environmental Attributes, and Provider shall be credited for the estimated lost production the System would have produced during such Allowed Disruption Time toward satisfaction of its Minimum Guaranteed Output, as set forth in Section 8 of the Special Conditions, such estimated lost production to be calculated in the same manner as set forth in Section 4.3 of the General Conditions.

4 11. Distribution Upgrades, Scope and Schedule Changes. a. For any distribution upgrades required or changes to the scope of Installation Work made pursuant to Schedule 2 of the Special Conditions, the Parties may execute an acknowledgment in the form attached hereto as Schedule 8 detailing (i) the description of the distribution upgrades or change in scope of the Installation Work (ii) the amount of the adjustment in the kWh Rate and Early Termination Fee that corresponds to such costs, if any (iii) changes to the Estimated Annual Production in Schedule IV, if any, and (iv) any change to the Guaranteed Construction Start Date and Guaranteed Commercial Operation Date resulting from such upgrades or scope changes; b. For any day for day extensions made pursuant to Section 2.2(b) of the General Conditions, the Parties may execute an acknowledgment in the form attached hereto as Schedule 8 detailing (i) the circumstances that warrant such day for day extension and (ii) the updated Guaranteed Construction Start Date and/or Guaranteed Commercial Operation Date; c. For any extensions that are not made pursuant to Section 2.2(b) of the General Conditions, Provider may request extensions to the Guaranteed Construction Start Date and/or Guaranteed Commercial Operation Date to the extent that Provider can demonstrate to Purchaser that Provider is seeking such extension for good cause. Purchaser in its sole discretion may approve such extension(s) by executing an acknowledgment in the form attached hereto as Schedule 8 on which Provider details (i) the circumstances for which Provider deems good cause for such extension(s), (ii) the actions that Provider is taking to complete the System on a schedule agreeable to the Purchaser and (iii) the updated Guaranteed Construction Start Date and/or Guaranteed Commercial Operation Date.

For the avoidance of doubt, Purchaser designates Director of Municipal Services as authorized to execute the acknowledgment form attached hereto as Schedule 8 provided the terms of such acknowledgment comply with this Section 11.

12. Sunlight Access. Purchaser will take all reasonable actions as necessary to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of sunlight to the System.

13. Use of System. Purchaser will not use electrical energy generated by the System for the purposes of heating a swimming pool within the meaning of Section 48 of the Internal Revenue Code.

5 [signature page follows]
IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in this Agreement and intending to be legally bound hereby, Provider and Purchaser have executed this Agreement as of the Effective Date.
“PURCHASER”:

TOWN OF APPLE VALLEY
By:___________________________
Name:

Title:

Date:
“PROVIDER”:

FFP BTM SOLAR, LLC
By:___________________________
Name:

Title:

Date:

6 SCHEDULES
I. Schedule 1 – Description of the Premises, System and Subsidy A. Premises 22131 Powhatan Rd, Apple Valley, CA 92308
Site diagram attached:  Yes No
B. Description of Solar System
Behind the meter, grid interconnected, canopy mounted solar.

Solar System Size: 131.04kW (DC) (this is an estimate (and not a guarantee) of the System size; Provider may update the System Size prior to the Commercial Operation Date.)
C. Anticipated Subsidy or
Rebate
$0
D. Interconnection Baseline
Cost
$0
E. Anticipated Investment Tax
Credit Rate for Provider
30%
II. Schedule 2 – Energy Services Payment
Purchaser shall pay to Provider a monthly payment (the “Energy Services Payment”) for the Energy Services provided by the System during each calendar month of the Term equal to the product of (x) Actual Monthly Production for the System for the relevant month multiplied by (y) the kWh Rate.

The “Actual Monthly Production” means the amount of energy recorded by Provider’s metering equipment during each calendar month of the Term.

The kWh Rate with respect to the System under this Agreement shall be in accordance with the following schedule:

PPA Rate Table
Term
Year
kWh Rate
($/kWh)
Term
Year
$/kWh Rate
($/kWh)
1 $0.2013 11 $0.2013
2 $0.2013 12 $0.2013
3 $0.2013 13 $0.2013
4 $0.2013 14 $0.2013
5 $0.2013 15 $0.2013
6 $0.2013 16 $0.2013
7 $0.2013 17 $0.2013
8 $0.2013 18 $0.2013
9 $0.2013 19 $0.2013
10 $0.2013 20 $0.2013

7 Potential Price Adjustment for Cost Savings. Provider and Purchaser acknowledge that there may be an opportunity for additional cost savings with respect to the construction and interconnection of the System as a result of changes in the Investment Tax Credit pursuant to the Inflation Reduction Act of 2022 and that a decrease in the kWh Rate may be appropriate to allow Purchaser to share in such savings once the scope and nature of the changes have been fully analyzed. To the extent that Provider is able to achieve such savings, Provider and Purchaser will meet and confer in good faith to discuss an equitable adjustment in the kWh Rate, provided, however, that any change in the kWh Rate will be subject to a written amendment to this Agreement.

Distribution Upgrades. The pricing set forth in this Agreement is based on the assumption that the total cost of Local Electric Utility upgrade costs in connection with the interconnection of the System with the Local Electrical Utility will not exceed the Interconnection Baseline Cost. In the event that distribution upgrade costs required by the Local Electric Utility exceed the Interconnection Baseline Cost, then Provider will give written notice of the additional cost to Purchaser and within sixty (60) days of Purchaser’s receipt of such notice, Purchaser will provide written notice (email is acceptable) to Provider of Purchaser’s election of one of the following options:
a. Purchaser will bear all the distribution upgrade costs in excess of the Interconnection Baseline Cost, and the kWh Rates stated in the PPA Rate Table will remain unchanged. Purchaser shall make payments directly to the Local Electric Utility in accordance with the requirements of the Local Electric Utility; or b. Purchaser may elect to have Provider finance such costs, in which case for every $0.01 per watt DC of such distribution upgrade costs incurred by Provider, the kWh rate in the PPA Rate Table will increase (i) $0.00065 per kWh if the cost of the upgrades are not ITC eligible; or (ii) $.00041 per kWh if the costs are ITC eligible.

Scope Changes (ITC Eligible). If changes in project scope occur that are eligible for the Federal Investment Tax Credit (including but not limited to adverse geotechnical conditions or the inclusion of spare conduit) and the costs directly related to such changes go beyond those contemplated as part of the development and implementation of the System in this Agreement, then Provider will provide reasonable documentation demonstrating the direct and actual time and materials costs relating to such increase in costs to Purchaser. Within sixty (60) days after Purchaser receives such documentation, Purchaser will provide written notice to Provider of Purchaser’s election of one of the following options:
a. Purchaser will bear all of the reasonably documented scope change costs, and the kWh rate as stated in Table 1 will remain unchanged; or
b. Purchaser may elect to have Provider finance such costs, in which case for every $0.01 per watt DC of such costs, the kWh rate in Table 1 will increase $0.00041 per kWh.

Scope Changes (Non-ITC Eligible). If changes in project scope occur that are not eligible for the Federal Investment Tax Credit (including but not limited to ADA compliance costs not related to System configuration or construction) and the costs directly related to such changes go beyond those contemplated as part of the development and implementation of the System in this Agreement , then Provider will provide reasonable documentation demonstrating the direct and actual time and materials costs relating to such costs to Purchaser. Within sixty (60) days after Purchaser receives such documentation, Purchaser will provide written notice to Provider of Purchaser’s election of one of the following options:
a. Purchaser will pay the entire amount of such associated costs, and the kWh rate as stated in the PPA Rate Table will remain unchanged.; or
b. Purchaser may elect to have Provider finance such costs, in which case for every $0.01 per watt DC of such associated costs, the kWh rate in the PPA Rate Table will increase $0.00054 per kWh.

Purchaser Additional Cost Limitation; Termination Rights. Notwithstanding the election by Purchaser to pay for excess costs associated with Distribution Upgrades and/or Scope Changes pursuant to this Schedule 2 via incremental increases in the kWh Rate, in no event will Purchaser by responsible for an incremental rate increase in excess of $0.0465 per kWh in the aggregate, nor shall Purchaser be required to pay any lump sum amount for excess costs that are not covered as a result of such limitation. Provider will have the option, but not the obligation, to absorb excess cost which exceed the obligation of Purchaser pursuant to this Schedule 2. If Provider notifies Purchaser that it does not intend to absorb such costs and the System is no longer financially viable, then either party will have the right to terminate this Agreement and Provider will remove the System pursuant to Section 2.4 of the General Conditions.

8 III. Schedule 3 – Early Termination Fee
The Early Termination Fee with respect to the System under this Agreement shall be calculated in accordance with the following:

Early
Termination
Occurs in Year:

Column 1
Early Termination Fee
where Purchaser does not
take Title to the System
($/Wdc including costs of
removal)
Purchase Date Occurs on the
91st day following:
(Each “Anniversary” below
shall refer to the anniversary
of the Commercial Operation
Date)
Column 2
Early Termination Fee
where Purchaser takes
Title to the System
($/Wdc, does not include
costs of removal)
1* $5.31 --
2 $4.91 --
3 $4.64 --
4 $4.45 --
5 $4.29 --
6 $4.14 5
th Anniversary $3.64
7 $4.08 6
th Anniversary $3.58
8 $4.02 7
th Anniversary $3.52
9 $3.95 8
th Anniversary $3.45
10 $3.89 9
th Anniversary $3.39
11 $3.82 10th Anniversary $3.32
12 $3.75 11th Anniversary $3.25
13 $3.68 12th Anniversary $3.18
14 $3.60 13th Anniversary $3.10
15 $3.52 14th Anniversary $3.02
16 $3.44 15th Anniversary $2.94
17 $3.36 16th Anniversary $2.86
18 $3.27 17th Anniversary $2.77
19 $3.18 18th Anniversary $2.68
20 $3.09 19th Anniversary $2.59
At Expiration (the end of the Initial Term), the amount in Column 1 shall be deemed to be zero (0). *Includes Early Termination prior to the Commercial Operation Date.

Upon the payment of the Early Termination Fee in Column 2, Provider will transfer title to the System to Purchaser, free and clear of any encumbrances.

IV. Schedule 4 – Estimated Annual Production
Estimated Annual Production commencing on the Commercial Operation Date with respect to System under this Agreement shall be as follows:

Term
Year
Estimated
Production
(kWh)
Term
Year
Estimated
Production
(kWh)
1 242,817 11 230,946
2 241,603 12 229,791
3 240,395 13 228,642
4 239,193 14 227,499

9 5 237,997 15 226,361
6 236,807 16 225,230
7 235,623 17 224,103
8 234,445 18 222,983
9 233,273 19 221,868
10 232,106 20 220,759
The values set forth in the table above are estimates (and not guarantees), of approximately how many kWhs are expected to be generated annually by the System assuming the System size indicated in Schedule 1 and based on initial System designs. Provider may deliver to Purchaser an updated table on or about the Commercial Operation Date based on the actual System size and design.

V. Schedule 5 – Notice Information
Purchaser:

Town of Apple Valley
c/o Director of Municipal Services
14955 Dale Evans Pkwy
Apple Valley, CA 92307
Provider:

FFP BTM Solar, LLC
c/o Forefront Power, LLC
Attn: Director, Energy Services
100 Montgomery St., Suite 725
San Francisco, CA 94104
With a copy to
FFP BTM Solar, LLC
c/o Forefront Power, LLC
Attn: Legal Department
100 Montgomery St., Suite 725
San Francisco, CA 94104
Email: [email protected]
Financing Party:
[To be provided by Provider when known]
VI. Schedule 6 – Reserved
VII. Schedule 7 –Specific Items for Scope of Work

1.1. All System structures shall be permitted through the Town of Apple Valley Department of Building and Safety as carports or shade structures, as applicable. Provider shall complete all work necessary for permits to be issued on behalf of the project(s).

1.2. Provider and Purchaser are operating under the assumption that the premises will be eligible for a CEQA Notice of Exemption (NOE), and that a special use, conditional use, or zoning permit will not be required. Provider assumes that Purchaser, as lead agency, will issue a Notice of Exemption for CEQA. Upon request, Provider shall provide such limited support as necessary to Purchaser to obtain the NOE, including, if necessary, biological study and associated consultant statement and summary citing exemptions applicable. Provider shall not be responsible for costs or delays associated with any unforeseen required CEQA studies, special use, conditional use, or zoning permits, or mitigations that may result from a CEQA submittal and public comment.

10 1.3. Purchaser shall, in the event that any pre-existing permits relating to other construction at the Premises need to be closed out in order to proceed and/or complete the installation of the Systems, be responsible for engaging the relevant resources at its sole expense to close out any open permit(s).

1.4. Purchaser will provide comprehensive review by all necessary stakeholders of all designs and submittals as requested by Provider in no more than 10 business days. Purchaser shall be responsible for cost and timeline impacts for any comments submitted after 10 business days.

If Purchaser does not deliver any comments within 10 days, Provider shall construe this as acceptance and approval.

1.5. Purchaser shall deliver to Provider all as-built drawings of the facility and underground utilities as required to fully develop the solar plan sets and designs. Provider shall not be responsible for unforeseen conditions that are not evident from surveys or as-built drawings.

1.6. Provider assumes no title and/or real estate risks, encumbrances or other limitations exist that would otherwise limit Provider’s ability to access the site, install, own and operate the system.

Provider assumes that all parcels encompassed by the site area recommended by Purchaser will be owned by Purchaser at time of development.

1.7. Solar canopy arrays will have a minimum overhead clearance height of 10'-0” and a painted or Hot-Dip Galvanized finish at discretion of Provider.

1.8. Provider shall be responsible for all tree trimming and tree removal in order to facilitate the installation of the Systems. Provider will remove tree such that area is flush with grade.

Purchaser shall acknowledge and approve removal of trees identified by Provider, in order to install the system and such approval shall not be unreasonably withheld. Where tree removal will occur, Provider shall grind tree stumps to a maximum of 4 inches below grade. Provider has not included budget for tree studies, arborist surveys, tree removal permits, or replanting or reforestation for any trees removed. Purchaser shall be responsible for the costs associated with that additional scope if needed. Purchaser can elect to address that additional scope itself or require that Provider address it through the change order process described in Schedule 2.

1.9. Provider intends to interconnect the System to Purchaser-owned 208V service conductors or service equipment at a mutually agreeable location. Provider assumes that the existing conductors and service equipment are sufficiently capable of accepting the additional electrical load of the System and that any existing relay schema or protection settings are configurable to allow backfeed from generation sources. Provider shall not bear responsibility for any required upgrades to the pre-existing electrical system. Purchaser shall provide sufficient space for an interconnection transformer in a mutually-acceptable location.

1.10. Provider excludes generator backup of Purchaser’s electrical service during temporary service outage during interconnection of the System (up to 8 hours of shutdown, which can be planned to take place during off-hours).

1.11. Provider shall be responsible for all fees associated with the interconnection application, except that Provider shall not be responsible for transmission, distribution, network, or telecommunications upgrades determined necessary by the Local Electric Utility.

1.12. Provider shall be responsible for verifying and understanding existing ADA parking, striping, and paths of travel and what code-required upgrades may be necessary as a result of the System and any pre-existing non-compliance. Provider shall be responsible for all required ADA striping, signage within the solar canopy footprint and connecting to existing ADA-compliant path of travel. Provider’s scope excludes any demolition, grading, paving, curb cuts, or truncated domes throughout the Premises to achieve ADA compliance, or any required ADA

11 striping and signage outside of the solar canopy footprint and connecting to the existing ADAcompliant path of travel. Should any excluded items for ADA-compliance be required, Provider will work with Purchaser in good faith to determine a mutually-acceptable solution for Purchaser to pay the costs associated with such upgrades, including potentially an increase in the kWh rate in Schedule 2.

1.13. Provider assumes a balanced site. Any spoils that result from the installation of the System are assumed to be spread on site. Provider shall not be responsible for exporting soils. Provider shall work with Purchaser in good faith to determine a mutually-acceptable solution for Purchaser to pay any such additional costs including potentially an increase in the kWh rate by exercising the Scope Changes (Non-ITC Eligible) rates in Schedule 2.

1.14. Provider assumes that soil conditions are not such soils that are rocky, sandy, contaminated, ground water, caving, or otherwise have problematic construction limitations. Specifically, Provider assumes no required shoring or de-watering for piers or trenches, and a maximum required pier depth of 10’ and diameter of 30”. If soil conditions prove to be more adverse than these assumptions, Provider shall not be responsible for such additional expenses. Provider shall work with Purchaser in good faith to determine a mutually acceptable solution for Purchaser to pay such additional costs, including potentially an increase in the kWh rate in Schedule 2.

1.15. Purchaser is responsible for unforeseen underground conditions including utilities not discoverable by industry standard methodologies.

1.16. Provider assumes that existing grade is level and that no grading is required in support of System installation.

1.17. Provider assumes that there is a water source on site, and available for Provider’s use.

1.18. Provider assumes Risk Level I Best Management Practices as it relates to relevant Stormwater Protection Plan assumptions for the installation of the System.

1.19. Purchaser shall be responsible for any irrigation re-routing or repair.

1.20. Purchaser acknowledges that the System has not yet been assessed by the FAA. Should mitigations arise as a result of excessive glare, the Parties will work together to find a mutually acceptable solution.

1.21. Provider agrees to construct the System in no more than 1 construction phase, and that Provider will be allowed ample space, to the extent that it is available, to store material on site. Provider assumes free access to the entire mobilized portion of the parking lot area for the full scope of work.

1.22. Provider shall be responsible for all inspection and inspector costs associated with the installation of the system.

12 VIII. Schedule 8 –Acknowledgment of Upgrades, Schedule or Scope Change Upgrades, Scope and/or Schedule Change Acknowledgment
This Acknowledgment is made in accordance with Section 10 of the Special Conditions, as defined in that Energy Service Agreement – [Solar], between [PURCHASER] (“Purchaser”) and FFP BTM Solar, LLC (“Provider”), dated [_________, 20___] (the “Agreement”). Upon execution by both Purchaser and Provider, this Acknowledgment shall be effective as of [INSERT DATE] (the “Acknowledgment Effective Date”).

1. Type of Change:

Distribution Upgrades
Scope Changes (ITC Eligible)
Scope Changes (Non-ITC Eligible)
Day for Day Extension
Extension for Good Cause

2. Description of Change
[INSERT DESCRIPTION AND IF PROVIDER SEEKING EXTENSION FOR GOOD CAUSE,

PROVIDER TO DETAIL CIRCUMSTANCES AND ACTIONS PROVIDER IS TAKING TO COMPLETE SYSTEM ON AGREED UPON SCHEDULE]

3. kWh Rate and Early Termination Fee [IF NO IMPACT TO RATE OR ETF THEN DELETE] [INSERT UPDATED KWH RATE AND EARLY TERMINATION FEE TABLE]

4. Estimated Annual Production [IF NO IMPACT TO ESTIMATED ANNUAL PRODUCTION THEN DELETE] [INSERT UPDATED SCHEDULE 4 ESTIMATED ANNUAL PRODUCTION TABLE]

5. Updated Guaranteed Construction Start Date and Guaranteed Commercial Operation Date [IF NO IMPACT TO CLIFF DATES THEN DELETE]
The Parties hereby agree that the Guaranteed Construction Start Date and the Guaranteed Commercial Operation Date as defined in the Agreement are updated as follows:

Guaranteed Construction Start Date: [__________]
Guaranteed Commercial Operation Date: [__________]
The Parties hereby acknowledge and confirm the terms set forth herein as of the Acknowledgment Effective Date. [PURCHASER] FFP BTM Solar, LLC
By: By:

Name: Name:

Title: Title:

13 IX. Schedule 9 – Site Diagram

ENERGY SERVICES AGREEMENT – SOLAR
Apple Valley Golf Course Clubhouse
This Energy Services Agreement (“Agreement”) is made and entered into as of this ____ day of ___________, 2023 (or, if later, the latest date of a Party’s execution and delivery to the other Party of this Agreement, the “Effective Date”), between FFP BTM SOLAR, LLC, a Delaware limited liability company (“Provider”), and The City of Palm Desert, a California charter city (“Purchaser”; and, together with Provider, each, a “Party” and together, the “Parties”).

RECITALS
A. Purchaser desires that Provider install and operate a solar photovoltaic system at the Premises (as hereafter defined) for the purpose of providing Energy Services (as hereafter defined), and Provider is willing to have the Installation Work performed by using one or more qualified contractors holding the appropriate licenses required in the jurisdiction where the System will be installed; B. Provider is in the business of designing, constructing, owning, financing, and operating solar photovoltaic systems for the purpose of selling power generated by the systems to its purchasers; C. California Government Code sections 4217.10 et seq. authorizes a public entity to enter into energy service contracts, facility financing contracts, and related agreements to implement the State’s conservation and alternative energy supply source policy;
D. Purchaser’s governing body has made those findings required by Government Code section 4217.12 that the anticipated cost to the Purchaser for Energy Services provided by the System under this Agreement is expected to be less than the anticipated marginal cost to the Purchaser of electrical energy that would have been consumed by Purchaser in the absence of its purchase of the Energy Services; E. Provider and Purchaser acknowledged those certain General Terms and Conditions of Energy Services Agreement between FFP BTM Solar, LLC and Purchaser of even date herewith (“General Terms and Conditions”), which are incorporated by reference as set forth herein; and F. The terms and conditions of this Energy Services Agreement, excluding the General Terms and Conditions incorporated herein, constitute the “Special Conditions” referred to in the General Terms and Conditions.

In consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Incorporation of General Terms and Conditions. The General Terms and Conditions are incorporated herein as if set forth in their entirety.

2. Initial Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for Twenty (20) years from the Commercial Operation Date (as defined in the General Terms and Conditions), unless and until extended or terminated earlier pursuant to the provisions of this Agreement (the “Initial Term”). After the Initial Term, this Agreement may be renewed for an additional five (5) year term (a “Renewal Term”). At least one hundred and eighty (180) days, but no more than three hundred and sixtyfive (365) days, prior to the expiration of the Initial Term, Provider shall give written notice to Purchaser of the availability of the Renewal Term. Purchaser shall have sixty (60) days to agree to continuation of this Agreement for the Renewal Term. Absent agreement to the Renewal Term this Agreement shall expire on the Expiration Date. The Initial Term and the subsequent Renewal Term, if any, are referred to collectively as the “Term”.

3. Schedules. The following Schedules hereto are hereby incorporated into this Agreement:

2 Schedule 1 Description of the Premises, System and Subsidy Schedule 2 Energy Services Payment
Schedule 3 Early Termination Fee
Schedule 4 Estimated Annual Production
Schedule 5 Notice Information
Schedule 6 Reserved
Schedule 7 Specific Items for Scope of Work
Schedule 8 Acknowledgment of Upgrades, Schedule or Scope Change Schedule 9 Site Diagram

4. Privacy. Purchaser acknowledges that the System may collect certain information about Purchaser’s electricity usage and the System performance and that such information may be used by Provider: (i) as necessary to carry out its obligations under this Agreement; and (ii) may be used and shared with third parties in connection with Provider’s other business activities, provided, however, that such information shall be anonymized so as to delete all information which would identify such information to Purchaser. All such information that is identifiable to Purchaser will be stored and processed in the United States.

5. Milestone Dates.

5.1 The Guaranteed Construction Start Date is 730 days from Effective Date provided that the Local Electric Utility is prepared to begin its construction on any required utility, (distribution or transmission), upgrades, if any, and the City has completed construction on all improvement work, if any, within the area of solar development (as indicted in Schedule 9). In the event that the Local Electric Utility is not prepared to commence construction on required upgrades, if any are required, or the City has not completed construction within the area of solar development, Provider will be allowed a day for day extension to the Guaranteed Construction Start Date, as defined in the Definitions section of the General Terms and Conditions Agreement between the Parties.

5.2 The Guaranteed Commercial Operation Date is April 14, 2026, subject to delay if the Local Electric Utility does not complete any required upgrades or inspections in accordance with the project schedule and such delay is not the result of Provider delay in making any applications or completing any required work.

6. Purchase Requirement; Energy Services Payment. “Energy Services” means the supply of electrical energy output from the System. Purchaser agrees to purchase one hundred percent (100%) of the Energy Services generated by the System and made available by Provider to Purchaser during each relevant month of the Term, up to a maximum of one hundred and ten percent (110%) of Estimated Annual Production, as defined in Schedule 4. While the Energy Services are calculated and billed on a per kWh basis as set forth in Schedule 2 of these Special Conditions, they represent a package of services and benefits.

7. Net Energy Metering.

7.1 The Parties acknowledge that the pricing assumes Net Energy Metering (NEM) 2.0 for the Initial Term. Provider filed an interconnection application on behalf of Purchaser prior to April 14, 2023 and received confirmation that the application was grandfathered for NEM 2.0. If, prior to the Commercial Operation Date, (A) Provider fails to keep such interconnection applications in good standing such that the System would not be eligible for NEM 2.0, or (B) the CPUC issues a decision such that the System would not be eligible for NEM 2.0 grandfathering for at least twenty (20) years, Purchaser may terminate this Agreement with no liability whatsoever, including, but not limited to the Early Termination Fee. The foregoing shall not apply to the extent Provider’s failure is caused by an act or omission by Purchaser in connection with Provider’s submittal of interconnection applications.

Provided, however, that in the event of a change in Applicable Law that occurs after the Commercial

3 Operation Date and results in a loss of NEM 2.0 grandfathering, Purchaser shall have no such termination right. Provided further that Purchaser shall ensure any correspondence with the Local Electric Utility regarding the tariff and changes to the interconnection agreement are promptly shared with Provider.

8. Estimated Annual Production. The annual estimate of electricity generated by the system for each year of the initial term is set as forth in Schedule 4 of the Special Conditions (“Estimated Annual Production”).

Within sixty (60) days of each annual anniversary of the Commercial Operation Date, Provider will provide a statement to Purchaser that shows the actual annual kWh production from the System for the Term Year, the Estimated Annual Production, and the Minimum Guaranteed Output (defined below).

9. Minimum Guaranteed Output. If the System fails to generate at least ninety-five percent (95%) of the Estimated Annual Production for a full Term Year (such amount, the “Minimum Guaranteed Output”), other than as a result of the acts or omissions of Purchaser or the Local Electric Utility (including a Disruption Period), or an Event of Force Majeure, Provider shall credit Purchaser an amount equal to Purchaser’s Lost Savings on the next invoice or invoices during the following Term Year. If the credit is due in the Term Year of the Term, then Provider shall pay the face value of the credit to Purchaser. The formula for calculating Lost Savings for the applicable Term Year is as follows:

Lost Savings = (MGO*WPR - AE) x RV
MGO = Minimum Guaranteed Output, as measured in total kWh, for the System for the applicable Term Year.

WPR = Weather Performance Ratio, measured as the ratio of the actual insolation over typical (proforma) insolation. Such Weather Performance Ratio shall only apply if the ratio is less than 1.00.

AE = Actual Electricity, as measured in total kWh, delivered by the System for the Term Year plus the estimated lost energy production during a Disruption Period.

RV = (ATP - kWh Rate)
ATP = Average tariff price, measured in $/kWh, for the Term Year paid by Purchaser with respect to the Premises. This price is determined by dividing the total cost for delivered electricity, including all charges associated with such electricity howsoever named, including, without limitation, charges for distribution, transmission, demand, and systems benefits, paid to the Local Electric Utility during the applicable Term Year by the total amount of delivered electricity by the electric utility during such Term Year.
kWh Rate = the kWh Rate in effect for the applicable Term Year(s), measured in $/kWh.

If the RV is zero or less, then no Lost Savings payment is due to Purchaser. Any Lost Savings payment shall occur no later than sixty (60) days after the end of the Term Year during which such Lost Savings occurred.

10. Allowed Disruption Time. Notwithstanding the provisions in Section 4.3 of the General Terms and Conditions to the contrary, during years 4 through 20 (but not years 1 through 3) of the Term, Purchaser shall be afforded a one-time allocation of fifteen (15) days which may be used consecutively or in separate periods of at least twenty-four (24) hours each (“Allowed Disruption Time”) during which the System shall be rendered non-operational. Purchaser shall not be obligated to make payments to Provider for electricity not received during the Allowed Disruption Time, nor shall Purchaser be required to reimburse Provider for any other lost revenue during the Allowed Disruption Time, including any lost revenue associated with any reduced sales of Environmental Attributes, and Provider shall be credited for the estimated lost production the System would have produced during such Allowed Disruption Time toward satisfaction of its Minimum Guaranteed Output, as set forth in Section 8 of the Special Conditions, such estimated lost production to be calculated in the same manner as set forth in Section 4.3 of the General Conditions.

4 11. Distribution Upgrades, Scope and Schedule Changes. a. For any distribution upgrades required or changes to the scope of Installation Work made pursuant to Schedule 2 of the Special Conditions, the Parties may execute an acknowledgment in the form attached hereto as Schedule 8 detailing (i) the description of the distribution upgrades or change in scope of the Installation Work (ii) the amount of the adjustment in the kWh Rate and Early Termination Fee that corresponds to such costs, if any (iii) changes to the Estimated Annual Production in Schedule IV, if any, and (iv) any change to the Guaranteed Construction Start Date and Guaranteed Commercial Operation Date resulting from such upgrades or scope changes; b. For any day for day extensions made pursuant to Section 2.2(b) of the General Conditions, the Parties may execute an acknowledgment in the form attached hereto as Schedule 8 detailing (i) the circumstances that warrant such day for day extension and (ii) the updated Guaranteed Construction Start Date and/or Guaranteed Commercial Operation Date; c. For any extensions that are not made pursuant to Section 2.2(b) of the General Conditions, Provider may request extensions to the Guaranteed Construction Start Date and/or Guaranteed Commercial Operation Date to the extent that Provider can demonstrate to Purchaser that Provider is seeking such extension for good cause. Purchaser in its sole discretion may approve such extension(s) by executing an acknowledgment in the form attached hereto as Schedule 8 on which Provider details (i) the circumstances for which Provider deems good cause for such extension(s), (ii) the actions that Provider is taking to complete the System on a schedule agreeable to the Purchaser and (iii) the updated Guaranteed Construction Start Date and/or Guaranteed Commercial Operation Date.

For the avoidance of doubt, Purchaser designates Director of Municipal Services as authorized to execute the acknowledgment form attached hereto as Schedule 8 provided the terms of such acknowledgment comply with this Section 11.

12. Sunlight Access. Purchaser will take all reasonable actions as necessary to prevent other buildings, structures or flora from overshadowing or otherwise blocking access of sunlight to the System.

13. Use of System. Purchaser will not use electrical energy generated by the System for the purposes of heating a swimming pool within the meaning of Section 48 of the Internal Revenue Code.

5 [signature page follows]
IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in this Agreement and intending to be legally bound hereby, Provider and Purchaser have executed this Agreement as of the Effective Date.
“PURCHASER”:

TOWN OF APPLE VALLEY
By:___________________________
Name:

Title:

Date:
“PROVIDER”:

FFP BTM SOLAR, LLC
By:___________________________
Name:

Title:

Date:

6 SCHEDULES
I. Schedule 1 – Description of the Premises, System and Subsidy A. Premises 15200 Rancherias Rd, Apple Valley, CA 92307 Site diagram attached:  Yes No
B. Description of Solar System
Behind the meter, grid interconnected, canopy mounted solar.

Solar System Size: 163.80kW (DC) (this is an estimate (and not a guarantee) of the System size; Provider may update the System Size prior to the Commercial Operation Date.)
C. Anticipated Subsidy or
Rebate
$0
D. Interconnection Baseline
Cost
$0
E. Anticipated Investment Tax
Credit Rate for Provider
30%
II. Schedule 2 – Energy Services Payment
Purchaser shall pay to Provider a monthly payment (the “Energy Services Payment”) for the Energy Services provided by the System during each calendar month of the Term equal to the product of (x) Actual Monthly Production for the System for the relevant month multiplied by (y) the kWh Rate.

The “Actual Monthly Production” means the amount of energy recorded by Provider’s metering equipment during each calendar month of the Term.

The kWh Rate with respect to the System under this Agreement shall be in accordance with the following schedule:

PPA Rate Table
Term
Year
kWh Rate
($/kWh)
Term
Year
$/kWh Rate
($/kWh)
1 $0.1925 11 $0.1925
2 $0.1925 12 $0.1925
3 $0.1925 13 $0.1925
4 $0.1925 14 $0.1925
5 $0.1925 15 $0.1925
6 $0.1925 16 $0.1925
7 $0.1925 17 $0.1925
8 $0.1925 18 $0.1925
9 $0.1925 19 $0.1925
10 $0.1925 20 $0.1925

7 Potential Price Adjustment for Cost Savings. Provider and Purchaser acknowledge that there may be an opportunity for additional cost savings with respect to the construction and interconnection of the System as a result of changes in the Investment Tax Credit pursuant to the Inflation Reduction Act of 2022 and that a decrease in the kWh Rate may be appropriate to allow Purchaser to share in such savings once the scope and nature of the changes have been fully analyzed. To the extent that Provider is able to achieve such savings, Provider and Purchaser will meet and confer in good faith to discuss an equitable adjustment in the kWh Rate, provided, however, that any change in the kWh Rate will be subject to a written amendment to this Agreement.

Distribution Upgrades. The pricing set forth in this Agreement is based on the assumption that the total cost of Local Electric Utility upgrade costs in connection with the interconnection of the System with the Local Electrical Utility will not exceed the Interconnection Baseline Cost. In the event that distribution upgrade costs required by the Local Electric Utility exceed the Interconnection Baseline Cost, then Provider will give written notice of the additional cost to Purchaser and within sixty (60) days of Purchaser’s receipt of such notice, Purchaser will provide written notice (email is acceptable) to Provider of Purchaser’s election of one of the following options:
a. Purchaser will bear all the distribution upgrade costs in excess of the Interconnection Baseline Cost, and the kWh Rates stated in the PPA Rate Table will remain unchanged. Purchaser shall make payments directly to the Local Electric Utility in accordance with the requirements of the Local Electric Utility; or b. Purchaser may elect to have Provider finance such costs, in which case for every $0.01 per watt DC of such distribution upgrade costs incurred by Provider, the kWh rate in the PPA Rate Table will increase (i) $0.00067 per kWh if the cost of the upgrades are not ITC eligible; or (ii) $0.00042 per kWh if the costs are ITC eligible.

Scope Changes (ITC Eligible). If changes in project scope occur that are eligible for the Federal Investment Tax Credit (including but not limited to adverse geotechnical conditions or the inclusion of spare conduit) and the costs directly related to such changes go beyond those contemplated as part of the development and implementation of the System in this Agreement, then Provider will provide reasonable documentation demonstrating the direct and actual time and materials costs relating to such increase in costs to Purchaser. Within sixty (60) days after Purchaser receives such documentation, Purchaser will provide written notice to Provider of Purchaser’s election of one of the following options:
a. Purchaser will bear all of the reasonably documented scope change costs, and the kWh rate as stated in Table 1 will remain unchanged; or
b. Purchaser may elect to have Provider finance such costs, in which case for every $0.01 per watt DC of such costs, the kWh rate in Table 1 will increase $0.00042 per kWh.

Scope Changes (Non-ITC Eligible). If changes in project scope occur that are not eligible for the Federal Investment Tax Credit (including but not limited to ADA compliance costs not related to System configuration or construction) and the costs directly related to such changes go beyond those contemplated as part of the development and implementation of the System in this Agreement , then Provider will provide reasonable documentation demonstrating the direct and actual time and materials costs relating to such costs to Purchaser. Within sixty (60) days after Purchaser receives such documentation, Purchaser will provide written notice to Provider of Purchaser’s election of one of the following options:
a. Purchaser will pay the entire amount of such associated costs, and the kWh rate as stated in the PPA Rate Table will remain unchanged.; or
b. Purchaser may elect to have Provider finance such costs, in which case for every $0.01 per watt DC of such associated costs, the kWh rate in the PPA Rate Table will increase $0.00056 per kWh..

Purchaser Additional Cost Limitation; Termination Rights. Notwithstanding the election by Purchaser to pay for excess costs associated with Distribution Upgrades and/or Scope Changes pursuant to this Schedule 2 via incremental increases in the kWh Rate, in no event will Purchaser by responsible for an incremental rate increase in excess of $0.0490 per kWh in the aggregate, nor shall Purchaser be required to pay any lump sum amount for excess costs that are not covered as a result of such limitation. Provider will have the option, but not the obligation, to absorb excess cost which exceed the obligation of Purchaser pursuant to this Schedule 2. If Provider notifies Purchaser that it does not intend to absorb such costs and the System is no longer financially viable, then either party will have the right to terminate this Agreement and Provider will remove the System pursuant to Section 2.4 of the General Conditions.