Agenda — California City City Council, July 14, 2026

CITY OF CALIFORNIA CITY
July 14, 2026
Marquette Hawkins
MAYOR
Jim Creighton

MAYOR PRO TEM
Della Clark
Ronald Smith

COUNCIL MEMBERS
Sean Grayson

CITY MANAGER
AGENDA

CITY COUNCIL/ HOUSING AUTHORITY/ SUCCESSOR AGENCY
REGULAR MEETING TUESDAY, JULY 14, 2026 @ 5:00 PM

COUNCIL CHAMBERS
21000 HACIENDA BLVD., CALIFORNIA CITY, CA 93505 &

VIA ZOOM
If you need special assistance to participate in this meeting, contact the City Clerk at (760) 373-7140 or via email at [email protected]. We request a 24-hour notification prior to the meeting in order for the City to make reasonable arrangements to ensure accessibility. (28 CFR 35.102-35.104 American Disabilities Act Title II) Zoom instructions and notes:

Web Link: https://us06web.zoom.us/
j/88186259370
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1. Public can dial into the Zoom line:
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2. Comments
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1 CITY OF CALIFORNIA CITY
July 14, 2026
The public is urged to listen to the meeting in a quiet place to avoid background noise. We also request public to MUTE your audio device when not commenting to avoid disruption during meeting.
**Please take this time to turn off your cell phones ** CLOSED SESSION 4:00 PM

PUBLIC COMMENT
Members of the public are welcome to address the City Council ONLY on those items listed on the Closed Session agenda. Each member of the public will be given (3) three minutes to speak

CLOSED SESSION
CS 1. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2):

Three cases.

CS 2. PUBLIC EMPLOYEE DISCIPLINE/DISMISSAL/RELEASE
Pursuant to Government Code Section 54954.5(e)
CS 3. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION Pursuant to Government Code Section 54956.9(d)(1
Boston, et al. v. City of California City, Kern County, Case BCV-22-101398-BCB

REPORT OUT OF CLOSED SESSION

CITY COUNCIL CONVENES TO REGULAR MEETING
REGULAR MEETING 5:00 PM

CALL TO ORDER

PLEDGE OF ALLEGIANCE / INVOCATION
ROLL CALL –
Councilmembers: Clark, Smith, Mayor Pro Tem Creighton, Mayor Hawkins

NEW BUSINESS
NB 1. Staff Report: John Paul Maier, Deputy City Manager Subject: Consideration of Resolution No. 26-3260: A Resolution of The City Council of the Municipal Election Held On June 2, 2026 Declaring the Results Thereof and Such Other Matter as Provided by Law
Recommendation: It is recommended that the City Council adopt the resolution declaring the election 2 CITY OF CALIFORNIA CITY
July 14, 2026
NB 2. Subject: Administration of the Oath of Office to Councilmember Shawn Bradley

PRESENTATIONS
P 1. Presentation: Life Saving Award Commendation:

Officer Jesus Flores, Dispatcher Rebecca Wofford,
Officer Joshua Flores, and Garcia (Civilian)
Presenter: Shannon Hayes, Acting Public Safety Director

DEPARTMENT REPORTS
Cannabis
City Manager
Housing
OHV
Parks and Recreation

CITY CLERK REPORTS/RECEIVED COMMUNICATIONS
J.M. Powers – July 6, 2026

CIVIC/COMMUNITY/ORGANIZATION ANNOUNCEMENTS

PUBLIC BUSINESS FROM THE FLOOR / PUBLIC COMMENT
This portion of the meeting is reserved for the public to address the City Council on any matter NOT on this agenda and over which the City Council has jurisdiction. Please state your name for the record and limit your comments to (3) three minutes. The City Council will receive the comments but cannot engage in back-and- forth discussion with the public or make any decision. The City Council can direct staff to bring the item back to a future agenda for discussion.

PUBLICHEARING
PH 1. Subject: A Public Hearing for Second Reading and Adoption of Ordinance No. 26-835: An Ordinance of the City Council of the City of California City, California, Adding Chapter 10 to Title 7 of the City’s Municipal Code Relating to the Splash Pad in the City
A. Open Public Hearing
B. Staff Report: Sean Grayson, City Manager
C. Public Comment
D. Close Public Hearing
E. Discussion
F. Recommended Action: Staff recommends that the City Council

1. Conduct Public Hearing for the adoption of Ordinance 26-835

2. Close the public hearing.

3. Find the proposed ordinance exempt from CEQA

4. Conduct second reading, waive full reading, read by title only and adopt Ordinance 26-835

CONSENT CALENDAR

WAIVER OF FULL READING OF RESOLUTIONS AND ORDINANCES
Consideration to waive full-text reading of all Resolutions and Ordinances by single motion made at the start of each meeting, subject to the ability of the City Council / Agency to read the full text of selected resolutions and ordinances when the item is addressed by subsequent motion. All items on the consent calendar are considered routine, and non-controversial and will be approved by (1) one motion if no member of the council, staff, or public wishesto comment or ask questions. Public comments are to be limited to (3) three minutes. Roll call vote required. 3 CITY OF CALIFORNIA CITY
July 14, 2026
CC 1. Approve City Check Register dated 05/22/2026-06/04/2026 CC 2. Staff Report: Joe Barragan, Public Works Director Subject: Resolution No. 26-3261: A Resolution of the City Council of the City of California City, California, for Rejection of All Bids for the Baseball Field Lighting Project Recommendation: It is recommended that the City Council adopt the resolution rejecting all bids CC 3. Staff Report: John Paul Maier, Deputy City Manager / City Clerk Subject: 1. Receive and File Resolutions for the General Municipal Election to be held on November 3, 2026; and 2. Consideration of Resolutions Calling a Special Election for Filling a Vacancy on the City Council
Recommendation: 1. It is recommended that the City Council:

1. Receive and file the following Resolutions: Resolution 26-3257 A Resolution Of The City Council Of The City Of California City, Calling For The Holding Of A Regular Municipal Election To Be Held On Tuesday, November 3, 2026, For The Election Of One Member To The City Council As Required By The Provisions Of The Laws Of The State Of California Relating To General Law Cities, Resolution 26-3258 A Resolution Of The City Council Of The City Of California City, Requesting The Board Of Supervisors Of The County Of Kern To Consolidate A Regular Election To Be Held On Tuesday, November 3, 2026, and Resolution 26-3259 A Resolution Of The City Council Of The City Of California City, Adopting Regulations For Candidates For Elective Office Pertaining To Candidates’ Statements Submitted To The Voters At A Special Municipal Election To Be Held On Tuesday, November 3, 2026, from the Regular City Council Meeting held on June 23, 2026; and

2. Adopt the following Resolutions: Resolution 26-3262 A Resolution Of The City Council Of The City Of California City, Calling For The Holding Of A Special Municipal Election To Be Held On Tuesday, November 3, 2026, For The Election Of One Member To The City Council As Required By The Provisions Of The Laws Of The State Of California Relating To General Law Cities, Resolution 26-3263 a Resolution Of The City Council Of The City Of California City, Requesting The Board Of Supervisors Of The County Of Kern To Consolidate A Special Election To Be Held On Tuesday, November 3, 2026, With The Statewide Primary Election To Be Held On That Date Pursuant To Elections Code §10403, and Resolution 26-3264 A Resolution Of The City Council Of The City Of California City, Adopting Regulations For Candidates For Elective Office Pertaining To Candidates’ Statements Submitted To The Voters At A Special Municipal Election To Be Held On Tuesday, November 3, 2026.

CONTINUED BUSINESS
CB 1. Staff Report: John Paul Maier, Deputy City Manager / City Clerk Subject: Consideration of Resolution 26-3265: A Resolution of the City Council of The City of California City Approving Appointment of One (1) Commissioner to the City’s Planning Commission
Recommendation: It is recommended that the City Council adopt the resolution and appoint the commissioner.

CB 2. Staff Report: Sean Grayson, City Manager
Subject: Consideration of a 30-Day Report from Donovan Golf Updating the Actions of the Golf Course Consulting Services Agreement
Recommendation: It is recommended that the City Council receive and file the report and provide any needed direction on the topic of the TDS golf course
CB 3. Staff Report: Sean Grayson, City Manager
Subject: Approve a Professional Services Agreement with Anupama Doravari for Planning Services and Authorize the City Manager to Execute the Agreement Recommendation: It is recommended that the City Council approve the agreement and authorize the 4 CITY OF CALIFORNIA CITY
July 14, 2026
City Manager to execute it
CB 4. Staff Report: Nicole Jarmon, Housing Manager
Subject: Approve the award of Bid to Restoration Management Company-Hayward in the amount of $567,549.37 for the Phase 2 Fire Restoration Project at the Desert Jade Senior Housing Complex Recommendation: Staff recommends the City Council, acting as the Housing Authority Board, approve the award of bid

NEW BUSINESS (CONTINUED)
NB 3. Staff Report: Sean Grayson, City Manager
Subject: Consideration of Direction to the City Attorney and City Manager to Analyze the Proposed Energy Services and Municipality Utility Agreement Between the City of California City and 12 Holdings, LLC
Recommendation: Staff recommends that the City Council provide direction on the analysis of the agreement and its funding
COUNCILMEMBER COMMENTS, AGENDA REQUESTS, AND AB1234 REPORTS This portion of the meeting is reserved for council members to present information, announcements, and items that have come to their attention. The Brown Act precludes Council, staff, or public discussion. Short staff responses are appropriate. The Council will take no formal action. A Council member may request the City Clerk to calendar an item for consideration at a future meeting or refer an item to staff.

ADJOURNMENT
AFFIDAVIT OF POSTING- July 10, 2026
I, John Paul Maier, Deputy City Manager / City Clerk for the City of California City, California, DO HEREBY CERTIFY that the foregoing notice was posted on all official City bulletin boards and the City’s website at least 72 hours prior to the meeting in compliance with the provisions of the Brown Act. 5 NB 1
1 COUNCIL AGENDA ITEM
July 14, 2026
TO: Mayor and City Council
FROM: John Paul Maier, MBA, MMC, Deputy City Manager / City Clerk SUBJECT: Consideration of Resolution No. 26-3260: A Resolution of The City Council of the Municipal Election Held On June 2, 2026 Declaring the Results Thereof and Such Other Matter as Provided by Law BACKGROUND/ DISCUSSION:

Councilmember Michael Hurles was elected to a four-year term on the City Council during the November 2024 General Municipal Election. On October 11, 2025, Councilmember Hurles resigned, creating a vacancy on the City Council.

On December 22, 2025, the City Council adopted a resolution calling a Special Municipal Election to fill the vacant seat. The Special Municipal Election was held on June 2, 2026, and was consolidated with the County of Kern.

At the conclusion of the election, a total of 1,847 votes were cast for the City Council seat. Shawn Bradley received the highest number of votes, with 927 votes (50.19%), and was elected to fill the remainder of the unexpired term until December 2028.

FISCAL IMPACT:

The fees incurred from the election will be paid from the fiscal year 2025/26 budget appropriation.

RECOMMENDATION:

It is recommended that the City Council adopt the resolution declaring the election.

ATTACHMENTS:

1. Resolution No. 26-3260

2. Exhibit “A’ Official Election Results
6

Page 1 ends

RESOLUTION NO. 26-3260

A RESOLUTION OF THE CITY COUNCIL OF THE MUNICIPAL
ELECTION HELD ON JUNE 2, 2026; DECLARING THE

RESULTS THEREOF AND SUCH OTHER MATTER AS
PROVIDED BY LAW.

The City Council of the City of California City (hereafter referred to as the “City Council”) resolves as follows:

WHEREAS, Section 1 A Municipal Election was conducted by the City of California City on June 2, 2026 in time, form and manner as required by the elections code. Pursuant to resolutions, the county clerk canvassed the return of the election and certified the results.

WHEREAS Section 2 the total votes cast in this election for the candidates running for office in the City of California City.

WHEREAS, Section 3 Election Officers
(a)the candidates for City Council were Shawn Bradley, and Isaac Barcelona (b) The total votes cast at City, Precincts, as well as through absent voter ballots to the per named for the respective offices are listed on Exhibit “A”, attached. (c) The City Council determines and declares: Shawn Bradley elected to serve the remaining Short-Term Councilmember seat.
(d) The City Clerk shall immediately deliver a certificate of election to the elected person and shall administer the Oath of Office to each elected person. The elected person shall then be inducted in their respective office.

WHEREAS, Section 4 The City Clerk shall enter on the City’s records a statement of the results of the election showing: the votes cast, the candidates, the offices, the number of votes at each precinct for each candidate and the total number of votes for each candidate 7

Page 2 ends

PASSED, APPROVED, AND ADOPTED by the City Council of the City of California City, this 14th day of July.
________________________________
Marquette E. Hawkins,
Mayor
ATTEST:

John Paul Maier, MBA, MMC
Deputy City Manager / City Clerk
8

Page 3 ends

STATE OF CALIFORNIA )
COUNTY OF KERN ) ss.

CITY OF CALIFORNIA CITY )
I, John Paul Maier, City Clerk of the City of California City, California, hereby certify that Resolution No. 26- 3260 was adopted by the City Council of the City of California City at a Regular Meeting held on the 14day of July, 2026, and that the same was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

_____________________________________
John Paul Maier, Deputy City Manager / City Clerk

CITY OF CALIFORNIA CITY

[THIS SPACE INTENTIONALLY LEFT BLANK]
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CALIFORNIA CITY POLICE DEPARTMENT
Proudly awards this

CERTIFICATE OF COMMENDATION
TO

REBECCA WOFFORD

THROUGH YOUR DILIGENCE, DETERMINATION, AND COORDINATED EFFORTS WITH MULTIPLE LAW

ENFORCEMENT AGENCIES, YOU CONDUCTED COMPREHENSIVE INVESTIGATION, DEVELOPED

CRITICAL INTELLIGENCE, AND LED COLLABORATIVE SEARCH EFFORTS THAT RESULTED IN THE

SUCCESSFUL RECOVERY OF AN ABDUCTED CHILD AND THE APPREHENSION OF THE SUSPECT WITHIN HOURS.

THIS AWARD IS PRESENTED ON THE 23RD DAY OF JUNE 2026.
.

Professiona lism ♦ Relia bility ♦ Integrity ♦ Dedica tion ♦ Expertise _____________________________________
Shannon Hayes, Acting Director of Public Safety
23 CALIFORNIA CITY POLICE DEPARTMENT
Presents this

LIFE-SAVING AWARD

JOSHUA FLORES

PRESENTED IN GRATEFUL RECOGNITION OF EXCEPTIONAL DILIGENCE, SOUND JUDGMENT, AND UNWAVERING COMMITMENT TO THE WELFARE OF OTHERS. THROUGH PROMPT ACTION, SELFLESS SERVICE, AND TRUST IN HIS INSTINCTS, HE PLAYED A CRITICAL ROLE IN SAVING THE LIFE OF A CALIFORNIA CITY RESIDENT. HIS COURAGE, COMPASSION, AND DEDICATION REFLECT THE HIGHEST IDEALS OF PUBLIC SERVICE AND HUMANITY. HIS HEROIC ACTIONS WILL SERVE AS AN ENDURING INSPIRATION AND WILL BE REMEMBERED WITH PROFOUND APPRECIATION.

In recognition of the selfless act of rendering lifesaving aid to others in a time of need, the award is presented on this 23rd day of June 2026.
_______________________________________
Shannon Hayes, Acting Director of Public Safety
24 CALIFORNIA CITY POLICE DEPARTMENT
Proudly awards this

CERTIFICATE OF COMMENDATION
TO

JESUS FLORES

THROUGH YOUR DILIGENCE, DETERMINATION, AND COORDINATED EFFORTS WITH MULTIPLE LAW

ENFORCEMENT AGENCIES, YOU CONDUCTED COMPREHENSIVE INVESTIGATION, DEVELOPED

CRITICAL INTELLIGENCE, AND LED COLLABORATIVE SEARCH EFFORTS THAT RESULTED IN THE

SUCCESSFUL RECOVERY OF AN ABDUCTED CHILD AND THE APPREHENSION OF THE SUSPECT WITHIN HOURS.

THIS AWARD IS PRESENTED ON THE 23RD DAY OF JUNE 2026.
.

Professiona lism ♦ Relia bility ♦ Integrity ♦ Dedica tion ♦ Expertise _____________________________________
Shannon Hayes, Acting Director of Public Safety
25 CALIFORNIA CITY

POLICE DEPARTMENT

MEMORANDUM
TO: Ofc. Jesus Flores
Dispatcher R. Wofford
FROM: Sgt. M. Rivera
DATE: 04/29/2026
RE: Commendation for Exemplary Performance – CR26-0354
On Wednesday, April 29th, 2026 at 0047 hours, CCPD Dispatch received a report of a Parental Abduction/Kidnapping in the 8300 block of Redwood Av. The reporting party and father of the 3-yearold child reported that the mother of the child had absconded from her supervised visit and took the child against Court Ordered Visitation terms and an active Criminal Protection Order. The suspect took the child and the father’s vehicle and would not disclose her location or destination to the father.

Officer Jesus Flores conducted a thorough investigation, conducting multiple interviews, follow ups and ascertaining contact information for the suspect. He relayed cell phone numbers and other information to Dispatcher Wofford and she was able to disseminate the information throughout the state. The two coordinated with Wireless companies, the father, witnesses and multiple outside agencies attempting to track the suspect. With the information provided Dispatcher Wofford was able track the suspect to the Riverside Area. Officer Flores coordinated search efforts with Riverside Police Department, Riverside County Sheriff’s Department, Rialto Police Department and Colton Police Department to cast a wide search net over the Inland Empire area. With the assistance of the Inland Empire agencies the suspect was located in the City of Colton CA. The child was found safe and the suspect was taken into custody without incident less than 4 hours after the initial report. Officer Flores transported the father to Colton PD and reunited him with the child.

Officer Jesus Flores and Dispatcher Wofford are commended for their dedication to duty, work ethic and outside the box thinking. No doubt their efforts are responsible for safely returning a child that was in grave danger.

Sgt. M. Rivera
26 CALIFORNIA CITY

POLICE DEPARTMENT

MEMORANDUM
TO: Acting Chief of Police Lt. Shannon Hayes
CC: Sgt. Sal Stewart
FROM: Sgt. Miguel Rivera
DATE: 06/08/2026
RE: Commendation – Officer Joshua Flores / Incident #2606070005, #2606060013 / CKWF On 06/06/2026 at 0728 hours Officer Joshua Flores was dispatched to check the welfare of a 73-year-old male in the 8500 block of Hickory Dr. The caller was the son of the subject, and he had not heard from him since Thursday 06/04/26. Officer Flores initially responded and checked the exterior of the home.

He did not find any signs of distress on the initial call. There was no mail piled up, no foul odors or gathering of flies within the window seals. He cleared the call and was subsequently recontacted by the son at 1040 hours. Officer Flores re-responded. He continued to inspect the home, and this time was able to make contact with a neighbor that had stated they thought they heard the subject inside the previous day.

Officer Flores removed fence boards to access the rear yard. He continued to inspect and look for signs of distress or life. He described “having a feeling” that the subject was in need of help but could not find any exigency to force entry. Officer Flores trusted his instincts and remained on scene. He worked with a neighbor and they were able to force entry into the home while mitigating Department liability. Once inside Officer Flores heard the faint moans of a male in distress that would not have been audible outside the home. He located the subject down, wedged in between the toilet and vanity in the bathroom. The subject had suffered a medical emergency and had been down for some time. Officer Flores quickly summoned medical aid and assisted Hall Paramedics in extracting the subject from the bathroom. He was alive, but appeared to be suffering from stroke-like symptoms and dehydration. He was transported to AV hospital for treatment. It is suspected he had been down since Thursday night. 27 Officer Flores is commended for his diligence, outside the box thinking and for trusting his instincts.

Most of all he is commended for not walking away when he could have. For staying on scene, working the problem and taking the extra time and effort to help a California City Resident. Had they not forced entry when they did, the result could have been far more grave. Officer Flores no doubt assisted in saving the life of a citizen.

Respectfully submitted,
Sgt. Miguel Rivera #53342
This commendation to be retained in Officer Flores’ personnel file.

Ofc. Joshua Flores #53324
__________________________________
28 DR-CANNABIS

COUNCIL AGENDA ITEM
July 14, 2026
TO: Honorable Mayor and City Council
FROM: Carina Robinson, Cannabis Program Manager
SUBJECT: CANNABIS MONTHLY DEPARTMENT REPORT

MONTHLY ACTIVITY

1. Collected Cannabis Permit, Business License, and DSA renewal fees, which was due by June 30th.

One Operator did not submit renewal payments in a timely manner.

Seven permits non-operational and/or were not renewed in FY 26-27.

Current total 23 permits:
a. Cultivation = 12
b. Manufacturing = 3
c. Distribution = 4
d. Delivery = 2
e. Storefront + Delivery = 2

2. Printed new Cannabis Permits for FY 26-27, updating records.

3. 7/2/2026 met with Code Enforcement to ‘RED TAG’ a parcel missing COO, Building, and Fire permits to operate privileged cannabis operations. Operator must be compliant with City Cannabis/Planning/Building Depts., Kern County Fire Dept., and ensure all CCMC/DDC regulations are met including the installation of all odor equipment prior to commencing operations. Several conversations were had with operator prior to citation and or notice of violation issued. See Code Enforcement report.

4. Verification and validation completed of canopy space square footage for accurate tax assessments for one permittee per:
a. CCMC Sec. 3-2.8.020 “The Cannabis Business Tax is levied based upon business gross receipts and square footage of plant canopy. It is not a sales and use tax, a tax upon income, or a tax upon real property,”
b. CCMC Sec. 3-2.08.040(d) “"Canopy" means all areas occupied by any portion of a cannabis plant whether contiguous or noncontiguous on any one site.

When plants occupy multiple horizontal planes (as when plants are placed on shelving above other plants) each plane shall be counted as a separate canopy area.” As a result, DCC license and Cannabis Permit tax obligations were updated per. 29 DR-CANNABIS

5. Council Member Creighton created introduction with Eastern Kern County Air Pollution Control. Collaborating with agency and Code Enforcement for follow up compliance audits and inspections in July for operators with plan of corrections.

6. Eastern Kern County Air Pollution added to “Cannabis Business Checklist After Transfers of Permits Before Opening.” Worked with Planning Department to ensure accuracy.

7. Follow up onsite audits and inspections scheduled to ensure operator due diligence with compliance for CCMCs/DDC/CAL-OSHA/ServSafe. Agencies involved will be Eastern Kern Air Pollution Control and Cannabis Taskforce.

8. Grant Billing - invoice #11 required corrections, explanations, and/or updates per BSCC – submitted and waiting for BSCC approval. Waiting for more information for Invoice #7 to complete. Invoice #12 completed.

9. Moratorium – conversations with operators regarding the process Council is taking for future processing of cannabis permits.

10. Moratorium – worked with City Manager to create Council report for items to be addressed.

11. Met with Taskforce – reviewed items required for Grant with Operator and Community education classes while school is out for summer break. School Administrators did not respond to emails or letters from April and May 2026 to schedule training classes for students.

12. Creating Townhall PowerPoint for Operator Training per BSCC Grant – shared with Code Enforcement for department input regarding top CCMC violations.

13. Creating Community PowerPoint to ensure industry and plant safety education per BSCC Grant.

14. Continued - working directly with an operator, Planning Department, City Attorney office, and City Manager to reach a conclusion regarding a Notice of Violation from June 7, 2024.

Audited all available correspondences..

15. See code enforcement report for written citations.

ONGOING ACTIVITY

1. Follow-ups with complaints from identified and anonymous reporters.

2. Updating electronic files for each operator with all correspondences.

3. Continuing to create internal cannabis checklists for onsite inspections per the CCMCs and DCC resources

4. Cannabis spreadsheet updated continuously with accurate information for accounting department

5. Reviewing facility files for accurate cannabis tax assessment reporting

6. Attending Cannabis Advisory Committee meetings (virtual attendance). Public comments are submitted via email and verbally as required

7. Attending Department of Cannabis Control meetings (virtual attendance). Public comments are submitted via email and verbally as required 30 DR - CITY MANAGER

COUNCIL AGENDA ITEM
July 14, 2026
TO: Mayor and City Council
FROM: Sean Grayson, City Manager
SUBJECT: City Manager’s Report
June 23, 2026 City Council Meeting AB1234, Questions and Comments Follow-Up:

At the June 23, 2026, City Council meeting, there were questions and direction provided by the City Council. Below, please find the answers and responses to be shared with the City Council and the community.

The following is an update on information, questions, or requests that came from agendized items:
• Status of the transition of the Housing Corporation to the Housing Authority. o The Housing Manager and City Clerk have confirmed that the deed transfers were not recorded with Kern County. Staff is working with the City Attorney’s Office for next steps to record the deeds.
• Status of dirt piles on the frontage road to Redwood. o This will be assessed and reported on in the City Manager's report on July 14. • Are we still operating with free ridership for Dial-A-Ride? o Yes, there remains funding to carry the program through the next fiscal year. • Why are there more cannabis odor detected occurrences that notices of violation issued?
o As answered by the Acting Public Safety Director at the meeting, a verbal or written warning is generally the first step for new violations and can progress for noncompliance or reoccurrence. • Request to confirm the totals for use of the AES donated funds as outlined in CC4. o The totals are confirmed. The information from CC 4 is shown below:
31 DR - CITY MANAGER
• Question about the stop sign in the tree at the Southeast corner of Neuralia and Poppy. o As answered by the Mayor Pro Tem at the meeting: the intersection is a two way stop with stop signs for west and eastbound traffic on Poppy and no stops signs for traffic on Neuralia. There are stop signs on the frontage path on the Northeast and Southeast corners of the intersection to indicate stop for OHV traffic crossing Poppy on the frontage path.
• For CC5 a request to confirm that the City will not incur any additional cost for the ambiguity in the rejected bid.
o There will be no additional cost to the City from the City Engineer consultant for the rebid of the project.

The following is an update on information, questions, or requests that came from AB1234 reports:

Councilmember Clark
• Description of the City and Community's celebration of the 250th 4th of July celebration occurring on the 4th and 5th at Central Park. o The event was successful and well received by the community. Thank you to the volunteers, community members, staff, commissioners, and councilmembers that made the event a success.
32 DR - CITY MANAGER
Councilmember Smith
• Request for the City Manager to review the written report regarding department reports from J.M. Powers.
o Review of this information will be provided as part of the budget workshop on August 4, 2026.
• We should extend a request / offer for the SDI Committee to convene for the Investment Review Committee before July 1.
o Staff communicated with the committee members and received a response from legal counsel indicating information that would be required precedent to scheduling a meeting.
• Request for close out letters for all targets for a mentioned investigation. o Close out letters were issued to the councilmembers involved on February 11, 2026.

The request relative to Ms. Cordes has been referred to the City Attorney's Office for input and next steps.
• What is the date for surplus auction of equipment?
o There has not been a date set. Once scheduled it will be noticed to the City Council and the public.
• Is selling surplus land a way to generate revenue?
o Yes, it can generate one-time revenue. As indicated at the meeting the City Council will have an item in July to review all revenue options available to the city to consider in relation to upcoming budget workshops.
• Request for a report to Council on why cannabis business buildings were approved that do not have filtration systems to reduce odor?
o The report will be developed and provided.

Mayor Pro Tem Creighton
• Information on the recent League of Cities division meeting in Barstow including:
o The Joshua Tree Conservation Act
o The BNSF large facility beginning construction in the near future in Barstow and implications for jobs and housing.
• Information about dumping animals and penal code implications.

Mayor Hawkins
• Comment on misinformation circulating about some issues including data centers. • Comment on misinformation about the detention facility. • Comment on the tragic incident at Central Park and noting that safety of our community and especially our children remain a priority. 33 DR - HOUSING

COUNCIL AGENDA ITEM
July 14, 2026
TO: Honorable Mayor and City Council
FROM: Nicole Jarmon, Housing Manager
SUBJECT: HOUSING MONTHLY DEPARTMENT REPORT

BACKGROUND/ DISCUSSION
Desert Jade
Currently, we have 91 apartments that are filled.

The waitlist has been updated, and we currently have 75 applicants.

Two units are undergoing rehab, one is ready to be rented, and applications are being reviewed Desert Jade has three units with red tags due to the fire. June 18th was the deadline for the bid proposal.

June 23rd, we had our monthly food giveaway.

Legends
Currently has 6 apartments and 6 houses filled.

Waitlist is combined with Desert Jade
34 DR-OHV

COUNCIL AGENDA ITEM
July 14, 2026
TO: Honorable Mayor and City Council
FROM: Inge Elmes, OHV Manager
SUBJECT: OHV MONTHLY DEPARTMENT REPORT
Events
Fourth of July holiday weekend brought out a good number of OHV visitors this year. OHV historically slows down due to the high summer temperature but will commence again as weather cools off at the beginning of October.

Operations
Staff is closing out grant projects and preparing for the next grant cycle. The Fiscal Year 26/27 OHV Permit Program began on July 1, 2026. The Borax Bill Park Visitor Center has expanded the history area. Center is open year-a-round, Thursday – Sunday.

Manager Updates
The G25 grant cycle will close during the first week of September and the next grant cycle begins immediately after.

Finance Report
For the month of June, OHV sales totaled $972.00. These numbers are actuals and reflect only amounts received within each month. Please refer to Monthly Permit Sales report for FY totals. *OHV sales are deposited to specific OHV Permit Program GL revenue codes #29-3992 through #29-3998. Please refer to the financial statement for details. Not all proceeds are deposited in the same month.
**Some merchandise was purchased by staff at a discounted rate. All sales for merchandise are allocated to GL revenue code 29-3691.

Attachment
OHV Permit Program Sales Spreadsheet
35 36

DR-PARK

COUNCIL AGENDA ITEM
July 14, 2026
TO: Honorable Mayor and City Council
FROM: Leanndrea Weible, Park Coordinator
SUBJECT: Park and Recreation Monthly Department Report
OPERATION:

Attached is the End-of the Month report for facility usage and received revenue.

With limited staff, and the pool being open, the Strata Center’s hours of operations have been reduced. The Strata is opened as follows:

MONDAY- CLOSED

TUESDAY-FRIDAY
10AM – 12PM FOR INDOOR WALKING (Open to everyone interested in utilizing the gym for walking ONLY DURING THESE HOURS)

TUESDAY-THURSDAY
2PM-5PM- OPEN GYM

SUNDAY - CLOSED
CURRENTLY:
• Tuesday, Wednesday, Friday and Saturday pool is open 12pm-5pm. • Water Aerobics is every Tuesday -Wednesday, 10am-11:30am and Friday 5:30pm-7pm. • Wednesdays the Art Center is used for Zumba Classes from 5-6pm. For more information, you are invited to stop in during a session and speak to Cheryl. •
UPCOMING:
• The Park will be hosting Chess Wizards Camp at the Strata Center starting July 27, 2026. For more information and camp details, a flyer is included for review. In addition, this information can be found on the website under Park and Recreation Department. 37 DR-PARK
• Park and Recreation Commission Meeting is scheduled for JULY 20, 2026, at 7:00 p.m. in the Council Chambers at City Hall. Community Participation is highly encouraged. 38 39
40 41
PH 1

COUNCIL AGENDA ITEM
July 14, 2026
TO: Mayor and City Council
FROM: Sean Grayson, City Manager
Christy Lopez, Assistant City Attorney
SUBJECT: A Public Hearing for Second Reading and Adoption of Ordinance No. 26-835: An Ordinance of the City Council of the City of California City, California, Adding Chapter 10 to Title 7 of the City’s Municipal Code Relating to the Splash Pad in the City
BACKGROUND/ DISCUSSION:

On June 23, 2026, the City Council conducted first reading of Ordinance 26-835: An Ordinance of the City Council of the City of California City, California, Adding Chapter 10 to Title 7 of the City’s Municipal Code Relating to the Splash Pad in the City and approved the ordinance by vote.

This action is the second reading and adoption of the Ordinance which would go into effect on August 13, 2026 if adopted. Both the first reading on June 23, 2026, and this second reading and adoption were published as public hearings in the newspaper. As such this second reading is being conducted as a public hearing in the same manner as the first reading.

On March 24, 2026, the City Council adopted Ordinance 26-831 which provides regulations governing the conduct of the City’s public skate park facility users and to insulate the City from liability associated with potential injury arising from skate park users’ participation in an inherently hazardous recreational activity.

The City’s splash pad is scheduled for completion in the coming months. The attached Ordinance would establish regulations governing the City’s splash similar to the skate park regulations.

The ordinance creates a new Chapter 10 of Title 7 of the California City Municipal Code which includes the following areas:
7-10.010 - Purpose.

The purpose of this chapter is to provide regulations governing the use of and the conduct at the City’s public Splash Pad facility and to insulate the City from liability associated with potential injury arising from Splash Pad users’ participation in an inherently hazardous recreational activity. 7-10.020 - Definitions.

Definitions relevant to the chapter are included.
42 PH 1
7-10.030 - Prohibited Conduct.

It shall be unlawful for any person to engage in the following activities at a public Splash Pad facility:
(a) No person shall be allowed to perform any Splash Pad or water play activity at times other than those established by the director.
(b) No person shall use a public Splash Pad facility for uses other than water play activity. (c) The Splash Pad is not supervised by the City, and all participation is at the participants' own risk.
(d) The Splash Pad and water features may not be used for bathing any person or animal, or cleaning any personal property.
(e) All children under the age of ten (10) must be supervised by an adult at least eighteen (18) years old.
(f) Any child not toilet trained must wear a swim diaper on the Splash Pad. (g) Running, jumping and rough play is prohibited on the Splash Pad. (h) Climbing on or adjusting the water features is prohibited. (i) Bicycles, tricycles, skateboards, scooters, in-line skates, and any other similar equipment are prohibited on the Splash Pad.
(j) Food, drinks and any glass items are prohibited on the Splash Pad. (k) Pets and animals are prohibited on the Splash Pad unless the animal is a trained service animal.
(l) Soap, detergent, shampoo, bubbles, paint, cleaning substances of any kind, and any substance that could cause any drain or water feature to become clogged or backed up is prohibited on the Splash Pad.
(m) Persons with diarrhea within the past fourteen (14) days, or persons with contagious skin conditions or open wounds are not permitted.
(n) Swim shoes are recommended on the Splash Pad.
(o) No person shall place, affix or utilize any obstacles or other materials within a public Splash Pad facility that are not affixed thereto by the department. (p) No person shall conduct organized activities, events, or competitions in any public Splash Pad facility without the prior written approval from the director. 43 PH 1
(q) A public Splash Pad facility shall not be used if a hazardous condition exists, including but not limited to, inclement weather conditions and significant cracks, breaks or other irregularities in the pad surface of a public Splash Pad facility.
(r) No person shall litter in a public Splash Pad facility. All persons using a public Splash Pad facility must place any trash, cans, bottles, papers, or waste of any kind they create or bring to a public Splash Pad facility in refuse containers provided by the City. If no refuse container is provided by the City, each person shall be responsible for removing and disposing of such items in an appropriate manner.
(s) No person shall possess or use alcohol or drugs in the public Splash Pad facility. (t) No person shall use a public Splash Pad facility while under the influence of alcohol or drugs that would impair the person's judgment or motor skills. (u) No person shall allow or cause graffiti or tagging in or around any part of the public Splash Pad facility.
7-10.040 - Signage and Posting Requirements.*
Information on the placement of signs is included
7-10.050 - Other Rules and Regulations.

Information on other rules and regulations is included. 7-10.060 - Violations and Penalties.

Information on violations and penalties is included.
*The City Attorney’s Office is coordinating with the Parks and Recreation Department to create the identified signage which will be placed on the site.

FISCAL IMPACT:

There is no fiscal impact with this action.

RECOMMENDATION:

Staff recommends that the City Council conduct a public hearing, conduct second reading, waive full reading, read by title only and adopt Ordinance 26-835.

ATTACHMENTS:

Ordinance 26-835
44 ORDINANCE NO. 26-835

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CALIFORNIA CITY, CALIFORNIA, ADDING CHAPTER 10
TO TITLE 7 OF THE CITY’S MUNICIPAL CODE RELATING

TO THE SPLASH PAD IN THE CITY
WHEREAS, the City has a Splash Pad (“Splash Pad”) in the City of California City (“City”) for the purpose of water play without standing water; and WHEREAS, water play including use of the Splash Pad are inherently hazardous recreational activities; and
WHEREAS, the City desires to adopt and publish regulations and guidelines for the use of the Splash Pad to apprise the public of risks associated with use of the Splash Pad; and
WHEREAS, the City desires to adopt and publish regulations and guidelines for the use of the Splash Pad to limit its liability associated with the public’s use of the Splash Pad.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIFORNIA CITY DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. FINDINGS.

The City Council finds that the above Recitals are true and correct and are incorporated herein by reference.

SECTION 2. CALIFORNIA CITY MUNICIPAL CODE TITLE 7 AMENDMENT.

A new Chapter 10 (Splash Pads) of Title 7 of the California City Municipal Code is hereby established to read in its entirety as follows:

CHAPTER 10. SPLASH PADS.
7-10.010 - Purpose.

For the purpose of carrying out the purpose of this chapter, words, phrases, and terms used herein shall have their ordinary meaning, unless otherwise indicated as follows:
45 “Department” means the City of California City’s Department of Parks and Recreation.
“Director” means the Director of Parks and Recreation, or their designee. “Public Splash Pad facility” means any public facility or structure that is designed for, owned, operated, and maintained by the City, for use of water play. 7-10.030 - Prohibited Conduct.

It shall be unlawful for any person to engage in the following activities at a public Splash Pad facility:
(a) No person shall be allowed to perform any Splash Pad or water play activity at times other than those established by the director.
(b) No person shall use a public Splash Pad facility for uses other than water play activity.
(c) The Splash Pad is not supervised by the City, and all participation is at the participants' own risk.
(d) The Splash Pad and water features may not be used for bathing any person or animal, or cleaning any personal property.
(e) All children under the age of ten (10) must be supervised by an adult at least eighteen (18) years old.
(f) Any child not toilet trained must wear a swim diaper on the Splash Pad. (g) Running, jumping and rough play is prohibited on the Splash Pad. (h) Climbing on or adjusting the water features is prohibited. (i) Bicycles, tricycles, skateboards, scooters, in-line skates, and any other similar equipment are prohibited on the Splash Pad.
(j) Food, drinks and any glass items are prohibited on the Splash Pad. (k) Pets and animals are prohibited on the Splash Pad unless the animal is a trained service animal.
(l) Soap, detergent, shampoo, bubbles, paint, cleaning substances of any kind, and any substance that could cause any drain or water feature to become clogged or backed up is prohibited on the Splash Pad.
(m) Persons with diarrhea within the past fourteen (14) days, or persons with contagious skin conditions or open wounds are not permitted. (n) Swim shoes are recommended on the Splash Pad.
46 (o) No person shall place, affix or utilize any obstacles or other materials within a public Splash Pad facility that are not affixed thereto by the department. (p) No person shall conduct organized activities, events, or competitions in any public Splash Pad facility without the prior written approval from the director. (q) A public Splash Pad facility shall not be used if a hazardous condition exists, including but not limited to, inclement weather conditions and significant cracks, breaks or other irregularities in the pad surface of a public Splash Pad facility. (r) No person shall litter in a public Splash Pad facility. All persons using a public Splash Pad facility must place any trash, cans, bottles, papers, or waste of any kind they create or bring to a public Splash Pad facility in refuse containers provided by the City. If no refuse container is provided by the City, each person shall be responsible for removing and disposing of such items in an appropriate manner.
(s) No person shall possess or use alcohol or drugs in the public Splash Pad facility.
(t) No person shall use a public Splash Pad facility while under the influence of alcohol or drugs that would impair the person's judgment or motor skills. (u) No person shall allow or cause graffiti or tagging in or around any part of the public Splash Pad facility.
7-10.040 - Signage and Posting Requirements.

In order to provide reasonable notice to the public, the director shall place and post signs in one or more conspicuous and visible area(s) of the public Splash Pad facility, designating the facility, structure or area as a public Splash Pad, specifying the rules and regulations established pursuant to this chapter. 7-10.050 - Other Rules and Regulations.

The City reserves the right to eject anyone from the public Splash Pad facility at any time for any reason. The director may set forth any other rules and regulations for the use of a public Splash Pad facility which they deem appropriate, provided that signs describing such rules and regulations are placed and posted pursuant to this chapter.
7-10.060 - Violations and Penalties.
(a) Any violation of this chapter may be punishable as either a misdemeanor or an infraction at the discretion of the issuing officer or prosecuting attorney. (b) Repeat violators (i.e., having three or more violations) may be suspended or prohibited from using the public Splash Pad facility. 47 (c) Repeat violations of this chapter may also constitute a public nuisance and may be abated by the City through civil process by means of restraining order, preliminary or permanent injunction or in any other manner provided by law for the abatement of such nuisances.

SECTION 3. CEQA FINDINGS.

The City Council finds that the Ordinance is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines, as it is not a “project” and has no potential to result in a direct or reasonably foreseeable indirect physical change to the environment. (Cal. Code Regs., tit.14, § 15378, subd. (a).) Further, this Urgency Ordinance is exempt from CEQA as there is no possibility that it or its implementation would have a significant negative effect on the environment. (Cal. Code Regs., tit.14, § 15061, subd. (b)(3).)
SECTION 4. CLERICAL ERRORS.

The City Council directs the City Clerk to correct any clerical errors found in this Ordinance including, but not limited to, typographical errors, irregular numbering and incorrect section references.

SECTION 5. SEVERABILITY.

Should any section, subsection, clause, or provision of this Ordinance for any reason be held to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitutionality of the remaining portions of this Ordinance; it being hereby expressly declared that this Ordinance, and each section, subsection, sentence, clause, and phrase hereof would have been prepared, proposed, approved, and ratified irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared invalid, unenforceable, or unconstitutional.

SECTION 6. EFFECTIVE DATE.

In accordance with California Government Code section 36937, this Ordinance shall take effect and be in force thirty (30) days from passage and adoption.

SECTION 7. PUBLICATION.

The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause this ordinance to be published and posted as required by law.

INTRODUCED at the regular meeting of the City Council on the ___ day of _____________, 2026, by the following vote:
48 AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS
ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

PASSED, APPROVED AND ADOPTED at the regular meeting of the City Council on the ___ day of _____________, 2026, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS
ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

Dr. Marquette E. Hawkins, Mayor
ATTEST:

John Paul Maier, City Clerk
49 CC 1

COUNCIL AGENDA ITEM
July 14, 2026
TO: Honorable Mayor and City Council
FROM: Kenny Cooper, Finance Manager
Karina Chong, Accounts Payable
SUBJECT: Approve City Check Register dated 06/18/2026-07/09/2026 BACKGROUND/ DISCUSSION:

The following checks have been prepared by the Finance Department. The items are provided to the Mayor and City Council for review and approval.

RECOMMENDATION:

Staff recommends the City Council discuss and approve the attached check register. 50 51
52 53
54 55
56 57
58 59
60 61
62 63
64 65
66 67
68 CC 2
1 COUNCIL AGENDA ITEM
July 14, 2026
TO: Mayor and City Council
FROM: Joe D. Barragan, Public Works Director
SUBJECT: Rejection of All Bids for the Little League Lights Project at Central Park BACKGROUND/ DISCUSSION:

The Little League Lights at Central Park boys’ field has outdated, nonfunctional lighting fixtures. Retrofitting the existing lights would be more cost-effective than installing new lighting systems and poles.

On March 18, 2026, the City Clerk received and publicly opened two bids for the Little League Lights Project at Central Park
No. Bidder Total Base Bid
1 Coast Construction
Group, LLC $235,244.56
2 Silverfox Electric Inc $238,003.11
The city received bids that exceeded the current project funds available.

Public Contract Code § 22038(a), in conjunction with the California Uniform Public Construction Cost Accounting Act (CUPCCAA), authorizes a public agency to reject any or all bids at its discretion. After rejecting all bids, the city may abandon the project or readvertise for bids.

Staff recommends rejecting all bids, revising the plans and specifications to reduce the project scope, and readvertising the project. The original scope included removing and demolishing old electrical equipment; the revised scope eliminates that work and connects all lights to an existing 480V three-phase panel.

FISCAL IMPACT:

To be determined.

RECOMMENDATION:

Adopt a Resolution rejecting all bids received for the Little League Lights Project at Central Park and authorizing staff to revise the plans and specifications and re-advertise the project for competitive bidding. 69 CC 2
2 .

ENVIRONMENTAL IMPACT:

A CEQA Notice of Exemption will be filed.

ATTACHMENTS:

Resolution 26-3261 – Rejecting all Bids and Award
70

Page 1 ends

RESOLUTION NO. 26-3261

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALIFORNIA

CITY, CALIFORNIA, REJECTING ALL BIDS FOR THE LITTLE LEAGUE

LIGHTS PROJECT AT CENTRAL PARK
WHEREAS, On March 18, 2026, the City Clerk received and publicly opened two bids for the Little League Lights Project at Central Park. The city received bids that exceeded the current project funds available; and

WHEREAS, Public Contract Code § 22038(a), in conjunction with the California Uniform Public Construction Cost Accounting Act (CUPCCAA), authorizes a public agency to reject any or all bids at its discretion. After rejecting all bids, the city may abandon the project or readvertise for bids; and
WHEREAS, Staff recommends rejecting all bids, revising the plans and specifications to reduce the project scope, and readvertising the project. The original scope included removing and demolishing old electrical equipment; the revised scope eliminates that work and connects all lights to an existing 480V three-phase panel.

NOW, THEREFORE BE IT RESOLVED, DETERMINED, AND ORDERED BY THE CITY COUNCIL OF THE CITY OF CALIFORNIA CITY, CALIFORNIA AS FOLLOWS:

SECTION 1: The above recitals are true and correct.

SECTION 2: All bids are hereby rejected, and staff is directed to revise the plans and specifications to reduce the project scope and readvertise the project.

SECTION 3: This Resolution becomes effective immediately upon approval by the City Council.

PASSED, APPROVED, AND ADOPTED on this 14th day of July 2026 by the following roll call vote:

AYES:

NOES:

ABSENT:
71

Page 2 ends

ABSTAIN:

Marquette E. Hawkins
Mayor
ATTEST: APPROVED AS TO FORM:

John Paul Maier, MBA, MMC Victor M. Ponto
City Clerk City Attorney
72

Page 3 ends

STATE OF CALIFORNIA }
COUNTY OF KERN } SS
CITY OF CALIFORNIA CITY }
I, John Paul Maier, City Clerk of the City of California City, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of California City on the _________ day of ________________ 2026, by the following vote:

John Paul Maier, MBA, MMC
City Clerk
73 CC 3
4916-7190-3845 v4

COUNCIL AGENDA ITEM
July 14, 2026
TO: Honorable Mayor and City Council
FROM: John Paul Maier, Deputy City Manager / City Clerk

SUBJECT: 1. Receive and File Resolutions for the General Municipal Election to be held on November 3, 2026; and

2. Consideration of Resolutions Calling a Special Election For Filling a Vacancy on the City Council

BACKGROUND

GENERAL ELECTION
On June 23, 2026, the City Council adopted Resolutions No. 26-3257, No. 26-3258, and No. 26- 3259. Attachments 1 through 3 are provided to the City Council to receive and file the Resolutions in connection with the November 3, 2026, General Municipal Election.

SPECIAL ELECTION
Councilmember Jesse Hightower was elected to serve a four (4) year term as a City Councilmember in the November 2024 general election. Councilmember Hightower resigned and on September 9, 2026, the City Council appointed Della Clark to fill the vacancy.

Pursuant to Government Code section 36512, following the vacancy created by Council Member Jesse Hightower during the first half of his term, the City Council appointed Della Clark to fill the vacancy. Because the vacancy occurred during the first half of the term and more than 130 days before the next general municipal election, the City Council is required to hold a special election at the next eligible election date which is on November 3, 2026. Della Clark will serve until the election is held and the elected successor is qualified, after which the elected individual will serve the remainder of the unexpired term until December of 2028.

DISCUSSION
California Government Code Section 36512 describes the actions to be taken in connection with a vacancy in an office. Based on the foregoing, it is recommended that the City Council adopt the following proposed resolutions: (1) Resolution calling the Special Election to fill the vacancy and to be held on November 3, 2026; (2) Resolution requesting that this Special Election be 74 CC 3
4916-7190-3845 v4
consolidated with the Statewide Primary Election being held by the County on November 3, 2026; and (3) Resolution concerning procedures for candidate statements.

RECOMMENDATION
Adopt resolutions calling for a special municipal election to fill the vacancy on the City Council and authorize the City Clerk as follows:

FISCAL IMPACT
The approximate costs for a special election to fill the vacancy that is consolidated with the Statewide Primary Election held by the County on November 3, 2026, are approximately $25,000 including printing costs, and additional costs may be incurred.

ENVIRONMENTAL REVIEW
The adoption of the proposed resolutions are exempt from the California Environmental Quality Act (“CEQA”) because it does not qualify as a “project” pursuant to Public Resource Code section 21065 and CEQA Guidelines Sections 15320, 15378 and 15061(b)(3) since it can be seen with certainty that there is no possibility that the City’s action would cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the 75 CC 3
4916-7190-3845 v4
environment.

ATTACHMENTS:

1. Resolution 26-3257

2. Resolution 26-3258

3. Resolution 26-3259

4. Resolution 26-3262

5. Resolution 26-3263

6. Resolution 26-3264
76 4899-8905-2035 v1
RESOLUTION NO. 26-3257

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF CALIFORNIA CITY, CALLING FOR THE HOLDING OF

A REGULAR MUNICIPAL ELECTION TO BE HELD ON
TUESDAY, NOVEMBER 3, 2026, FOR THE ELECTION OF

ONE MEMBER TO THE CITY COUNCIL AS REQUIRED

BY THE PROVISIONS OF THE LAWS OF THE STATE OF

CALIFORNIA RELATING TO GENERAL LAW CITIES
WHEREAS, under the provisions of the laws relating to general law cities in the State of California, a General Municipal Election shall be held on Tuesday, November 3, 2026, for the election of Municipal Officers.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIFORNIA CITY,

CALIFORNIA, DOES RESOLVE, DECLARE, AND DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. That pursuant to the requirements of the laws of the State of California relating to General Law cities, there is called and ordered to be held in the City of California City, California, on Tuesday, November 3, 2026, a General Municipal Election for the purpose of electing two (2) Members of the City Council for a four-year term, a City Treasurer for a four-year term, and a Mayor for a two (2) year term, which is said to expire November 2030, and November 2028 respectively.

SECTION 2. That the ballots to be used at the election shall be in form and content as required by law.

SECTION 3. That the City Clerk is authorized, instructed, and directed to procure and furnish any and all official ballots, notices, printed matter and all supplies, equipment and paraphernalia that may be necessary in order to properly and lawfully conduct the election.

SECTION 4. That the polls for the election shall open at seven (7) o’clock a.m. of the day of the election and shall remain open continuously from that time until eight (8) o’clock p.m. of the same day when the polls shall be closed pursuant to Election Code §10242, except provided in §14401 of the Elections Code of the State of California.

SECTION 5. That in all particulars not recited in this resolution, the election shall be held and conducted as provided by law for holding of municipal elections.

SECTION 6. That notice of the time and place of holding the election is given and the City Clerk is authorized, instructed, and directed to give further additional notice of the election, in time, from, and manner as required by law.

Docusign Envelope ID: 31D89D99-73F9-8C18-80D2-4825E6EE71E0 77 4899-8905-2035 v1
SECTION 7. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

SECTION 8. The City Council authorized the City Clerk to administer said election and all reasonable and actual election expenses shall be paid by the City upon presentation of a properly submitted bill.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of California City, this 23rd day of June 2026.
________________________________
Marquette E. Hawkins,
Mayor
ATTEST:

John Paul Maier, MBA, MMC
Deputy City Manager /. City Clerk
Docusign Envelope ID: 31D89D99-73F9-8C18-80D2-4825E6EE71E0 78 4899-8905-2035 v1

STATE OF CALIFORNIA )
COUNTY OF KERN ) ss.

CITY OF CALIFORNIA CITY )
I, John Paul Maier, City Clerk of the City of California City, California, hereby certify that Resolution No. 26- 3257was adopted by the City Council of the City of California City at a Regular Meeting held on the 23 day of June, 2026, and that the same was adopted by the following vote:

AYES: CLARK, SMITH, CREIGHTON, HAWKINS
NOES:

ABSTAIN:

ABSENT:

_____________________________________
John Paul Maier, Deputy City Manager / City Clerk

CITY OF CALIFORNIA CITY
Docusign Envelope ID: 31D89D99-73F9-8C18-80D2-4825E6EE71E0 79 4922-2658-2147 v1
RESOLUTION NO. 26-3258

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CALIFORNIA CITY, REQUESTING THE BOARD OF

SUPERVISORS OF THE COUNTY OF KERN TO

CONSOLIDATE A REGULAR ELECTION TO BE HELD ON
TUESDAY, NOVEMBER 3, 2026
WHEREAS, a General Municipal Election is to be held in the City of California City, California, (the "City") on Tuesday, November 3, 2026, for the purpose of electing members to the City Council: District Seat One and District Seat Three, City Treasurer, and Mayor.

WHEREAS, it is desirable that the General Election be consolidated with the Statewide General Election to be held on the same date and that within the City, the precincts, polling places, and election officers of elections be the same, and that the Kern County Registrar of Voters canvass the returns of the General Municipal Election, and that the election be held in all respects to each office; and WHEREAS, all necessary expenses in performing these consolidated election services shall be paid by the City of California City.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIFORNIA

CITY, CALIFORNIA, DOES RESOLVE, DECLARE, AND DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. That pursuant to the requirements of Section 10403 of the Elections Code, the Board of Supervisors of the County of Kern ("Board of Supervisors") is hereby requested to consent and agree to the consolidation of the City’s General Municipal Election with the Statewide Primary Election on Tuesday, November 3, 2026, for the purpose of electing members for Districts One and Three to the City Council with the term expiring on December 2030, for the purpose of electing City Treasurer with the term expiring on December 2030, and for the purpose of electing Mayor with the term expiring on December 2028.

SECTION 2. That the Kern County Registrar of Voters is authorized to canvass the returns of the Special Municipal Election. The election shall be held in all respects as if there were only one election, and only one form of ballot shall be used. The election will be held and conducted in accordance with the provisions of law regulating statewide elections.

SECTION 3. That the Board of Supervisors is requested to issue instructions to the Kern County Registrar of Voters to take any and all steps necessary for the holding of the consolidated election.

SECTION 4. That the City of California City recognizes that additional costs will be incurred by the County by reason of this consolidation and agrees to reimburse the Docusign Envelope ID: 19DADC99-E033-8EF5-8118-B765688434FE 80 4922-2658-2147 v1
County for any costs related to this election upon presentation to the City of an invoice therefor.

SECTION 5. That the City Clerk is hereby directed to file a certified copy of this resolution with the Board of Supervisors and the Kern County Registrar of Voters.

SECTION 6. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of California City, this 23rd day of June.
________________________________
Marquette E. Hawkins,
Mayor
ATTEST:

John Paul Maier, MBA, MMC
Deputy City Manager / City Clerk
Docusign Envelope ID: 19DADC99-E033-8EF5-8118-B765688434FE 81 4922-2658-2147 v1

STATE OF CALIFORNIA )
COUNTY OF KERN ) ss.

CITY OF CALIFORNIA CITY )
I, John Paul Maier, City Clerk of the City of California City, California, hereby certify that Resolution No. 26- 3258 was adopted by the City Council of the City of California City at a Regular Meeting held on the 23 day of June, 2026, and that the same was adopted by the following vote:

AYES: CLARK, SMITH, CREIGHTON, HAWKINS
NOES:

ABSTAIN:

ABSENT:

_____________________________________
John Paul Maier, Deputy City Manager / City Clerk

CITY OF CALIFORNIA CITY
Docusign Envelope ID: 19DADC99-E033-8EF5-8118-B765688434FE 82 Docusign Envelope ID: 318EF36C-9D05-8E48-8175-F383C9AA7CEA 4921-5405-0917 v2
RESOLUTION NO. 26-3259

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF CALIFORNIA CITY, ADOPTING REGULATIONS FOR

CANDIDATES FOR ELECTIVE OFFICE PERTAINING TO
CANDIDATES’ STATEMENTS SUBMITTED TO THE

VOTERS AT A GENERAL MUNICIPAL ELECTION TO BE
HELD ON TUESDAY, NOVEMBER 3, 2026
WHEREAS, a General Municipal Election is to be held in the City of California City, California, (the "City") on Tuesday, November 3, 2026, for the purpose of electing two (2) members of the City Council, with both terms expiring in December 2030, electing a City Treasurer with a term expiring in December 2030, and electing a Mayor with a term expiring in December 2028.

WHEREAS, Section13307 of the Elections Code of the State of California provides that the governing body of any local agency adopt regulations pertaining to materials prepared by any candidate for a municipal election, including costs of the candidates' statement.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIFORNIA

CITY, CALIFORNIA, DOES RESOLVE, DECLARE AND DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. GENERAL PROVISIONS: that pursuant to Section13307 of the Elections Code of the State of California, each candidate for elective office to be voted for at an election to be held in the City of California City on November 3, 2026, may prepare a candidate's statement on an appropriate form provided by the City Clerk. The statement may include the name, age and occupation of the candidate and a brief description of no more than two hundred (200) words of the candidate's education and qualifications expressed by the candidate themself. The statement shall not include party affiliation of the candidate, nor membership or activity in partisan political organizations. The statement shall be filed in typewritten form in the office of the City Clerk, at the time the candidate's nomination papers are filed. The statement may be withdrawn, but not changed, during the period for filing nomination papers and until 5:00 p.m. at the close of the nomination period.

SECTION 2. FOREIGN LANGUAGE POLICY
A. Pursuant to the Federal Voting Rights Act, candidates' statements will be translated into all languages required by the County of Kern. The County is required to translate candidate's statements into the following languages:

Spanish.

B. The County will print and mail voter information guides, sample ballots, and candidates' statements to all voters in English and Spanish. The County will make the voter information guides, sample ballots, and candidates' 83 Docusign Envelope ID: 318EF36C-9D05-8E48-8175-F383C9AA7CEA 4921-5405-0917 v2
statements in the required languages available at all polling places, on the County's website, and in the Elections Official's Office.

SECTION 3. PAYMENT
A. Translations:

1. The candidate shall be required to pay for the cost of translation of the candidates' statement into any required foreign language as specified in (A) and (B) of Section 2 above pursuant to Federal and/or State Law.

B. Printing:

1. The candidate shall be required to pay for the cost of printing candidates' statement in English in the main voter pamphlet.

2. The candidate shall be required to pay for the cost of printing the candidates' statement in a foreign language as required in (A) of Section 2 above, in the main voter pamphlet.

3. The candidate shall be required to pay for the cost of printing the candidates' statement in a foreign language as required by (A) of Section 2 above, in the facsimile pamphlet.

The City Clerk shall estimate the total cost of printing, handling, translating, and mailing the Candidate's Statements filed pursuant to this section, including costs incurred as a result of complying with the Voting Rights Act of 1965 as amended, and require each candidate filing a statement to pay, in advance to the local agency, their estimated prorata share as a condition of having his or her statement included in the voter's pamphlet.

In the event the estimated payment is required, the estimate is just an approximation of the actual cost that varies from one election to another election and may be significantly more or less than the estimate, depending on the actual number of candidates filing statements. Accordingly, the City Clerk is not bound by the estimate and may, on a prorata basis, bill the candidate for additional actual expense or refund any excess paid depending on the final actual costs. In the event of underpayment, the Clerk may require the candidate to pay the balance of the cost incurred. In the event of overpayment, the Clerk shall prorate the excess amount among the candidates and refund the excess amount paid within thirty (30) days of the election.

SECTION 4. No candidate will be permitted to include additional material in the voter information guide and sample ballot package, as applicable.

SECTION 5. That the City Clerk shall provide each candidate, or the candidate's representative, with a copy of this resolution at the time nomination papers are issued.

SECTION 6. That all previous resolutions establishing Council policy on payment for candidates' statements are repealed.
84 Docusign Envelope ID: 318EF36C-9D05-8E48-8175-F383C9AA7CEA 4921-5405-0917 v2
SECTION 7. That this resolution shall apply only to the election to be held on June 2, 2026, and shall then be repealed.

SECTION 8. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of California City, this 23rd day of June.

Marquette E. Hawkins,
Mayor
ATTEST:

John Paul Maier, MBA, MMC
Deputy City Manager / City Clerk
85 Docusign Envelope ID: 318EF36C-9D05-8E48-8175-F383C9AA7CEA 4921-5405-0917 v2

STATE OF CALIFORNIA )
COUNTY OF KERN ) ss.

CITY OF CALIFORNIA CITY )
I, John Paul Maier, City Clerk of the City of California City, California, hereby certify that Resolution No. 26- 3259 was adopted by the City Council of the City of California City at a Regular Meeting held on the 23 day of June, 2026, and that the same was adopted by the following vote:

AYES: CLARK, SMITH, CREIGHTON, HAWKINS
NOES:

ABSTAIN:

ABSENT:

John Paul Maier, Deputy City Manager / City Clerk

CITY OF CALIFORNIA CITY
86 4899-8905-2035 v1
RESOLUTION NO. 26-3262

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CALIFORNIA CITY, CALLING FOR THE HOLDING OF A

SPECIAL MUNICIPAL ELECTION TO BE HELD ON
TUESDAY, NOVEMBER 3, 2026, FOR THE ELECTION OF

ONE MEMBER TO THE CITY COUNCIL AS REQUIRED BY

THE PROVISIONS OF THE LAWS OF THE STATE OF

CALIFORNIA RELATING TO GENERAL LAW CITIES
WHEREAS, Councilmember Jesse Hightower resigned resulting in a vacancy on the City Council; and
WHEREAS, former Councilmember Hightower’s term would have expired on December, 2028; and
WHEREAS, Della Clark was appointed to the City Council on September 9, 2025, to fill the unscheduled vacancy; and
WHEREAS, Government Code Section 36512 provides that the City Council must fill the vacancy by special election; and
WHEREAS, the term of the Councilmember seat is governed by Government Code Section 36512, which provides that “a person elected to fill a vacancy holds office for the unexpired term of the former incumbent”; and
WHEREAS, the City Council now desires to fill such appointments by a special election; and
WHEREAS, under the provisions of the laws relating to general law cities in the State of California, a Special Municipal Election shall be held on Tuesday, November 3, 2026, for the election of a City Councilmember.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIFORNIA

CITY, CALIFORNIA, DOES RESOLVE, DECLARE AND DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. That pursuant to the requirements of the laws of the State of California relating to General Law cities, there is called and ordered to be held in the City of California City, California, on Tuesday, November 3, 2026, a Special Municipal Election for the purpose of electing one (1) member to the City Council for a term expiring on December 2028.

SECTION 2. That the ballots to be used at the election shall be in form and content as required by law.

SECTION 3. That the City Clerk is authorized, instructed, and directed to coordinate with the Kern County Registrar of Voters to procure and furnish any and all 87 4899-8905-2035 v1
official ballots, notices, printed matter and all supplies, equipment and paraphernalia that may be necessary in order to properly and lawfully conduct the election.

SECTION 4. That the vote center locations and hours of operations, ballot drop box locations and hours of operations, vote-by-mail procedures and timing, the election officers, and all other persons and procedures for this Special Municipal Election shall be the same as those utilized by the County of Kern and in compliance with the Elections Code of the State of California. That the polls for the election shall open at seven (7) o'clock a.m. of the day of the election and shall remain open continuously from that time until eight (8) o'clock p.m. of the same day when the polls shall be closed pursuant to Election Code §10242, except provided in §14401 of the Elections Code of the State of California.

SECTION 5. That in all particulars not recited in this resolution, the election shall be held and conducted as provided by law for holding of municipal elections.

SECTION 7. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of California City, this 14th day of July 2026.
________________________________
Marquette E. Hawkins,
Mayor
ATTEST:

John Paul Maier, MBA, MMC
Deputy City Manager /. City Clerk
88 4899-8905-2035 v1

STATE OF CALIFORNIA )
COUNTY OF KERN ) ss.

CITY OF CALIFORNIA CITY )
I, John Paul Maier, City Clerk of the City of California City, California, hereby certify that Resolution No. 26- 3262 was adopted by the City Council of the City of California City at a Regular Meeting held on the 14th day of July, 2026, and that the same was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

_____________________________________
John Paul Maier, Deputy City Manager / City Clerk

CITY OF CALIFORNIA CITY
89 4922-2658-2147 v1
RESOLUTION NO. 26-3263

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CALIFORNIA CITY, REQUESTING THE BOARD OF

SUPERVISORS OF THE COUNTY OF KERN TO

CONSOLIDATE A SPECIAL ELECTION TO BE HELD ON
TUESDAY, NOVEMBER 3, 2026, WITH THE STATEWIDE

PRIMARY ELECTION TO BE HELD ON THAT DATE
PURSUANT TO ELECTIONS CODE §10403
WHEREAS, a Special Municipal Election is to be held in the City of California City, California, (the "City") on Tuesday, November 3, 2026, for the purpose of electing a member to the City Council, with the term expiring on December 2028 in order to fill vacancy pursuant to Government Code Section 36512; and
WHEREAS, it is desirable that the Special Election be consolidated with the Statewide General Election to be held on the same date and that within the City, the precincts, polling places, and election officers of the elections be the same, and that the Kern County Registrar of Voters canvass the returns of the Special Municipal Election, and that the election be held in all respects as if there were only one election; and WHEREAS, all necessary expenses in performing these consolidated election services shall be paid by the City of California City.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIFORNIA

CITY, CALIFORNIA, DOES RESOLVE, DECLARE AND DETERMINE AND ORDER AS FOLLOWS:

SECTION 3. That the Board of Supervisors is requested to issue instructions to the Kern County Registrar of Voters to take any and all steps necessary for the holding of the consolidated election.

SECTION 4. That the City of California City recognizes that additional costs will be incurred by the County by reason of this consolidation and agrees to reimburse the 90 4922-2658-2147 v1
County for any costs related to this election upon presentation to the City of an invoice therefor.

SECTION 5. That the City Clerk is hereby directed to file a certified copy of this resolution with the Board of Supervisors and the Kern County Registrar of Voters.

SECTION 6. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of California City, this 14th day of July 2026.
________________________________
Marquette E. Hawkins,
Mayor
ATTEST:

John Paul Maier, MBA, MMC
Deputy City Manager /. City Clerk
91 4922-2658-2147 v1

STATE OF CALIFORNIA )
COUNTY OF KERN ) ss.

CITY OF CALIFORNIA CITY )
I, John Paul Maier, City Clerk of the City of California City, California, hereby certify that Resolution No. 26- 3263 was adopted by the City Council of the City of California City at a Regular Meeting held on the 14th day of July, 2026, and that the same was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

_____________________________________
John Paul Maier, Deputy City Manager / City Clerk

CITY OF CALIFORNIA CITY
92 4921-5405-0917 v2
RESOLUTION NO. 26-3264

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CALIFORNIA CITY, ADOPTING REGULATIONS FOR

CANDIDATES FOR ELECTIVE OFFICE PERTAINING TO
CANDIDATES’ STATEMENTS SUBMITTED TO THE

VOTERS AT A SPECIAL MUNICIPAL ELECTION TO BE
HELD ON TUESDAY, NOVEMBER 3, 2026
WHEREAS, a Special Municipal Election is to be held in the City of California City, California, (the "City") on Tuesday, November 3, 2026, for the purpose of electing a member to the City Council, with the term expiring in December 10, 2028, in order to fill a vacancy pursuant to Government Code Section 36512; and WHEREAS, Section13307 of the Elections Code of the State of California provides that the governing body of any local agency adopt regulations pertaining to materials prepared by any candidate for a municipal election, including costs of the candidates' statement.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIFORNIA

CITY, CALIFORNIA, DOES RESOLVE, DECLARE AND DETERMINE AND ORDER AS FOLLOWS:

The statement shall be filed in typewritten form in the office of the City Clerk, at the time the candidate's nomination papers are filed. The statement may be withdrawn, but not changed, during the period for filing nomination papers and until 5:00 p.m. of the next working day after the close of the nomination period.

Spanish.

B. The County will print and mail voter information guides, sample ballots, and candidates' statements to all voters in English and Spanish. The County will make the voter information guides, sample ballots, and candidates' statements 93 4921-5405-0917 v2
in the required languages available at all polling places, on the County's website, and in the Elections Official's Office.

SECTION 3. PAYMENT
A. Translations:

B. Printing:

1. The candidate shall be required to pay for the cost of printing candidates' statement in English in the main voter pamphlet.

2. The candidate shall be required to pay for the cost of printing the candidates' statement in a foreign language as required in (A) of Section 2 above, in the main voter pamphlet.

3. The candidate shall be required to pay for the cost of printing the candidates' statement in a foreign language as required by (A) of Section 2 above, in the facsimile pamphlet.

SECTION 4. No candidate will be permitted to include additional material in the voter information guide and sample ballot package, as applicable.

SECTION 5. That the City Clerk shall provide each candidate, or the candidate's representative, with a copy of this resolution at the time nomination papers are issued.

SECTION 6. That all previous resolutions establishing Council policy on payment for candidates' statements are repealed.
94 4921-5405-0917 v2
SECTION 7. That this resolution shall apply only to the election to be held on November 3, 2026, and shall then be repealed.

SECTION 8. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of California City, this 14th day of July.
________________________________
Marquette E. Hawkins,
Mayor
ATTEST:

John Paul Maier, MBA, MMC
Deputy City Manager / City Clerk
95 4921-5405-0917 v2

STATE OF CALIFORNIA )
COUNTY OF KERN ) ss.

CITY OF CALIFORNIA CITY )
I, John Paul Maier, City Clerk of the City of California City, California, hereby certify that Resolution No. 26- 3264 was adopted by the City Council of the City of California City at a Regular Meeting held on the 14th day of July 2026, and that the same was adopted by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

_____________________________________
John Paul Maier, Deputy City Manager / City Clerk

CITY OF CALIFORNIA CITY

96 CB 1

COUNCIL AGENDA ITEM
July 14, 2026
TO: Honorable Mayor and City Council
FROM: John Paul Maier, Deputy City Manager / City Clerk

SUBJECT: Consideration of Resolution 26-3265: A Resolution of the City Council of The City of California City Approving Appointment of One (1) Commissioner to the City’s Planning Commission
BACKGROUND/ DISCUSSION:

On May 26, 2026, a Planning Commissioner submitted their resignation. A vacancy notice was published on June 9, 2026, soliciting applications for the vacancy.

The City received one application for commissioners to serve on to serve on the California City Planning Commission as established in Title 2, Chapter 2, Article 2 of the municipal code. After reviewing the candidates, Mayor Hawkins has recommended that:

1. Inisha White be appointed to the Planning Commission with a term of July 15, 2026- April 30, 2027. Adoption of Resolution 26-3265 will appoint Ms. White to the Planning Commission, and the City Clerk will be directed to take all necessary actions to seat Ms.

White, including administering the applicable oath of office.

RECOMMENDATION:

It is recommended that the City Council adopt a Resolution 26-3265 and appoint Inishia White to the Planning Commission.
97 4909-4761-1783 v1
RESOLUTION NO. 26-3265

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALIFORNIA CITY APPROVING APPOINTMENT OF ONE (1) COMMISSIONER TO THE CITY’S

PLANNING COMMISSION
WHEREAS, the City of California City (“City”) Planning Commission (“Commission”) is governed by the California City Municipal Code (“CCMC”) and State law; and WHEREAS, pursuant to CCMC section 2-2.103, the Commission is comprised of five members; and
WHEREAS, pursuant to CCMC section 2-2.104(b), the terms of office for members of the Commission (“Commissioners”) are for a period of two (2) years or until their successors are appointed; and
WHEREAS, as of May 26, 2026 there was a vacancy on the Planning Commission due to the resignation of a commissioner; and
WHEREAS, the Council desires to appoint a Commissioner to the Commission effective immediately; and
WHEREAS, the Mayor has recommended that the following resident be considered for appointment to the Commission for the vacancy: Inishia White; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of California City authorizes the following:

1. Inisha White is appointed to serve on the City of California City Planning Commission for the remainder of a two (2) year term from July 15, 2026, through April 30, 2027; and

2. The Resolution is effective immediately upon adoption.

PASSED, APPROVED, AND ADOPTED on this 14th day of July 2026 by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
98 4909-4761-1783 v1

Dr. Marquette E. Hawkins
Mayor
ATTEST: APPROVED AS TO FORM:

John Paul Maier, MBA, MMC Victor M. Ponto
City Clerk City Attorney
STATE OF CALIFORNIA }
COUNTY OF KERN } SS
CITY OF CALIFORNIA CITY }
I, John Paul Maier, City Clerk of the City of California City, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of California City on the _________ day of ________________ 2026, by the following vote:

John Maier
City Clerk
99 CB 2
4898-7406-7085 v1

COUNCIL AGENDA ITEM
May 26, 2026
TO: Mayor and City Council
FROM: Sean Grayson, City Manager
SUBJECT: Consideration of a 30-Day Report from Donovan Golf Updating the Actions of the Golf Course Consulting Services Agreement BACKGROUND/ DISCUSSION:

On May 26, 2026, the City Council approved a 90-Day Golf Course Consulting Services agreement with Donovan Golf. The scope of work for the agreement includes a 30-day report ot the City Council. This action is the 30-day report. The attached presentation will be provided by Mr. Donvan at the City Council meeting.

FISCAL IMPACT:

None in this action. The up to $19,500 cost of the agreement was approved by the City Council and is budgeted in the 2026/27 preliminary budget in the TDS Contracts account #40-4566-630.

RECOMMENDATION:

It is recommended that the City Council receive and file the report and provide any needed direction on the topic of the TDS golf course.

ATTACHMENTS:

Donovan Golf 30-Day Report
100

D I G I T A L G O L F
by Donovan Golf Consulting

TIERRA DEL SOL

GOLF COURSE
30-Day Assessment Report
California City, CA
Irrigation Failures · Water Waste
Safety Hazards · Facility Deterioration
Report Date: June 28, 2026
Prepared by: Daniel Donovan | Digital Golf / Donovan Golf Consulting 101

E X E C U T I V E S U M M A R Y
Critical Issues Identified — 30-Day Field Assessment
30+
Days of Continuous
Active Leaks
30s
Leak Instances
Documented On-Course
90%
Estimated Fairway
Turf Loss
6+
Active Safety Hazard
Sites On-Course
Irrigation failures represent the single greatest financial and operational drain on this property. Leaks documented in the 30s — active and unaddressed for over a year — are generating continuous, uncontrolled water flow — saturating low-lying areas, feeding massive weed and reed growth, and wasting enormous volumes of water that could restore dead fairway turf.

Fairway conditions are critically poor. The majority of the course shows complete turf loss — bare, compacted ground — while mismanaged water pools in the rough and feeds invasive vegetation rather than the playing surfaces that matter.

Unfinished construction and abandoned repair work present real liability exposure. Open excavations, displaced valve box covers, and unmarked hazards are scattered across active playing areas with only traffic cones as warnings.

Dead and falling trees, collapsed wood retaining walls, and deteriorated course infrastructure compound both the safety risk and the negative guest experience throughout the property. 102
S E C T I O N 1
Irrigation Leaks
& Water Waste
Active leaks in the 30s · Open valve boxes
Flooding · Weed saturation · Financial waste
103
I R R I G A T I O N F A I L U R E # 1 Uncontrolled Water Running Through the Course ACTIVE LEAK — FLOODED CHANNEL

POOLING WATER ON FAIRWAY
Standing water streams through a channel running the full length of the rough — ongoing and unrepaired for over a year
Traffic cone the only warning — no valve shut-off, no active remediation Wasted water feeding dense reed and cattail growth instead of dead fairway turf
This is one of dozens of leak instances documented across the course — a massive ongoing waste that demands immediate action
104
I R R I G A T I O N F A I L U R E # 2 Open & Unprotected Valve Boxes Across Property CAL-CITY WATER — OPEN VALVE BOX DISPLACED VALVE COVER — TRIP HAZARD Multiple valve boxes discovered with lids removed or displaced on active playing surfaces. The Cal-City Water cone (left) confirms this is a known issue that has gone unaddressed for over a year. Open boxes create immediate injury risk and allow valves to fail undetected, contributing to the widespread leaking documented across the course. 105
I R R I G A T I O N F A I L U R E # 3 Misdirected Sprinkler — Water Lost to Weeds BROKEN SPRINKLER — SPRAYING INTO ROUGH

REED OVERGROWTH FROM SUSTAINED LEAK
Active sprinkler spraying at high arc into rough / weed area — zero coverage on fairway turf
Adjacent fairway is dead and dormant while irrigation water is lost entirely to weeds
Sustained saturation feeding 6-foot-tall reed thickets on adjacent holes Represents a clear and direct budget waste: the City of California City is paying for water that is making conditions worse, not better 106

W A T E R W A S T E I M P A C T
A Massive, Ongoing Waste Across the Entire Course
Scale of Leaks
Leaks in
the 30s
Individual leak instances documented on a single
site visit — not an isolated problem
Duration Unaddressed
1+ Year
Leaks have been active and unaddressed for over a
year with no repair or shut-off initiated
Fairway Impact
Massive
Turf Loss
Water that could restore dead playing surfaces is
flowing into weeds and open ground
Budget Reality
Paying to
Hurt Itself
Every water bill cycle funds further deterioration
instead of course improvement
The Core Problem:

Water has been actively wasted on weeds, reeds, and open ground for over a year while fairways have died from lack of coverage. Every dollar spent on the current water bill is funding further deterioration. Repairing the irrigation system is not a new expense — it is cost recovery. Redirecting existing water to playing surfaces restores conditions using resources the City of California City is already paying for.

I M M E D I A T E A C T I O N R E Q U I R E D :

1. Emergency valve audit and shut-off of all active and uncontrolled leak zones

2. Replace all missing and displaced valve box covers across the property

3. Complete irrigation controller audit and head-by-head zone inspection

4. Redirect all salvageable water delivery to identified turf restoration areas 107
S E C T I O N 2
Fairway Turf Loss
& Deterioration
Dead fairways · Bare ground · Uneven coverage · Weed intrusion 108
TURF CONDITIONS — FAIRWAY LOSS
COMPLETE TURF LOSS — FAIRWAY DEAD ROUGH — ZERO IRRIGATION ADJACENT FAIRWAY — DROUGHT STRESS FAIRWAY / ROUGH BOUNDARY — DEAD SPRINKLER ZONE — FAIRWAY DEAD WETLAND EDGES — ABANDONED AREAS 109
TURF CONDITIONS — WEED & REED OVERGROWTH
REEDS — HOLE CORRIDOR BLOCKED WEED THICKET OVER COLLAPSED WALL WEED GROWTH — ADJACENT TO FAIRWAY TALL DRY GRASS — FIRE HAZARD ZONE MARSH CONDITIONS FROM SUSTAINED LEAK 110
S E C T I O N 3
Safety Hazards &
Unfinished Construction
Open excavations · Unmarked hazards
Abandoned construction · Liability risk
111
S A F E T Y H A Z A R D S Open Excavations on Active Playing Surfaces CAL-CITY CONE — OPEN EXCAVATION ON COURSE
OPEN VALVE BOX — NO COVER
DISPLACED VALVE COVER — ACTIVE AREA
Traffic cones are the sole hazard control in place. Open excavations and exposed valve boxes on a public golf course represent serious personal injury liability with no visible remediation timeline. 112
S A F E T Y H A Z A R D S Dead Trees & Structural Fall Risk DEAD TREE — ADJACENT TO CART PATH
DEAD & DYING TREES — MARSH ZONE

S T R U C T U R A L R I S K A S S E S S M E N T
Multiple trees fully dead with dry, brittle branches — high fall risk in wind events Located adjacent to cart paths and active play areas with no tagging or removal initiated Fallen and split timber visible on course — unremoved, creating hidden ground hazards Dead trees adjacent to neighboring homes extend liability beyond the property line No arborist assessment, roping-off, or removal timeline has been initiated 113
S A F E T Y H A Z A R D S Collapsed Retaining Walls & Decayed Infrastructure ROTTED WOOD RETAINING WALL — COLLAPSED MARSH ZONE — ABANDONED INFRASTRUCTURE OVERGROWN HAZARD AREA — HOLE CORRIDOR

I N F R A S T R U C T U R E R I S K
Wooden retaining walls have fully collapsed, leaving unprotected drop-offs into wet, marshy terrain.

Abandoned timber structures appear throughout the course with no active remediation plan. These areas are not roped off or marked, meaning golfers can walk directly into unstable or waterlogged ground.

IMMEDIATE RISK: Guest injury from hidden drop-offs and unstable ground in wet zones — no barriers in place
114
S E C T I O N 4
Overall Facility
Condition
Clubhouse · Greens · Course-wide run-down state
115
FACILITY OVERVIEW — COURSE-WIDE DOCUMENTATION
ISOLATED GREEN — SURROUNDED BY DEAD ROUGH GREEN SURFACE — PATCHY, WEED INTRUSION HOLE CORRIDOR — DESERT CONDITIONS BACK NINE — ABANDONED VEGETATION CLUBHOUSE RAILING — PEELING PAINT 116

F A C I L I T Y O V E R V I E W
Maintained Greens Surrounded by Total Neglect

WHAT'S MAINTAINED
Putting surface — mowed and functional
SURROUNDING HOLE CORRIDOR — OVERGROWN, IMPASSABLE
ADJACENT ROUGH — DESERT, ABANDONED STATE
SURROUNDING CONDITIONS — Same holes, completely neglected Maintaining only the greens while surrounding fairways, tees, and rough are completely dead creates a guest experience that actively deters play — and makes the investment in green maintenance ineffective without a functional course surrounding it. 117
F A C I L I T Y O V E R V I E W Course Amenities — Run-Down & Wasting Water DRINKING FOUNTAIN — RUNNING OVER, UNATTENDED

A D D I T I O N A L W A T E R W A S T E S O U R C E
Amenity Infrastructure in Disrepair
Drinking fountain running over and pooling water at the base — yet another unmonitored loss point on a property full of them
Surrounding area is dead, dry turf — overflow water is not reaching any playable surface Hose bib visible nearby, indicating water access exists but is not directed or managed Represents the course-wide pattern: water is available throughout this property but systematically mismanaged Guest-facing amenity in visible disrepair — negative impact on player experience and course perception Every unmanaged water loss point — from valve boxes to drinking fountains — is money the City of California City is spending to damage the course, not improve it.
118

R E C O M M E N D A T I O N S
30-60-90 Day Priority Action Plan

IMMEDIATE
Days 1–30
Emergency valve audit — shut off all active and uncontrolled leak zones across the property
Replace all missing and displaced irrigation valve box covers Remove or barricade dead trees adjacent to cart paths and play areas
Rope-off all open excavations — install proper hazard signage throughout
Complete irrigation controller audit and head-by-head zone inspection
Address overflowing fountain and all unmanaged water loss points

SHORT-TERM
Days 30–60
Complete irrigation repair schedule — fix or replace all failing heads and lines
Redirect salvaged irrigation water to highest-visibility fairway zones
Remove all collapsed retaining walls and rotted timber
structures
Clear reed and cattail overgrowth from all hole corridors Begin soil preparation on dead fairway areas ahead of
reseeding
Clubhouse exterior: railing, signage, and entry appearance

RECOVERY
Days 60–90
Overseed and fertilize recovered fairway zones
Complete irrigation system upgrade in worst-performing areas Establish weekly inspection protocol for all irrigation equipment
Implement water usage tracking — by zone and by billing cycle Document recovery progress for the City of California City and stakeholders reporting
Develop 12-month course condition roadmap with measurable milestones
119

C O M M U N I T Y I M P A C T
A Course in Decline — A Community Paying the Price
Once a Community Anchor
Tierra Del Sol was not always in this condition. For decades, this golf course served as a genuine center of community life in California City — a place where residents played, gathered, and took pride in their city. A well-maintained municipal course is a civic asset. It signals that the City of California City invests in the quality of life for the people who live here.

Years of Deferred Attention
What the photographs in this report document is not a sudden failure — it is the result of years of deferred maintenance, ignored infrastructure, and a lack of operational oversight. Irrigation leaks have gone unrepaired for over a year. Construction projects are abandoned mid-course. Safety hazards are left open on an active property. This level of neglect does not happen overnight, and it does not reverse itself without deliberate, funded intervention.
10–15%
Estimated lift in home values near a well-maintained municipal course Real Estate Proximity Effect
Homes near a maintained golf course consistently command a premium. That premium disappears — and reverses — when the course falls into disrepair and becomes a liability rather than an asset.

Neglect Has a Visible Cost
A visibly deteriorating course signals municipal disinvestment to prospective buyers and residents alike. The condition of Tierra Del Sol today is a direct message about how the City of California City values its community infrastructure.

Recovery is an Investment
Restoring this course is not just an operational fix — it is an economic lever. A functioning Tierra Del Sol attracts new residents, supports local business, and restores community pride in an asset the City already owns.
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D I G I T A L G O L F
by Donovan Golf Consulting
Summary &
Next Steps
Root Cause:

Irrigation system failures — leaks documented in the 30s, unaddressed for over a year — drive all turf deterioration and ongoing financial waste. This is where action must begin.

Water Redirect:

Existing water spend can fund turf recovery. No new budget required if leaks are repaired first and water is redirected to playing surfaces.

Liability:

Open excavations, dead trees, and collapsed infrastructure require immediate action to protect the City of California City from injury claims on an active course.

Timeline:

Meaningful, visible improvement achievable within 60 days with focused execution on the irrigation system.

Daniel Donovan | [email protected] | digitalgolf.golf 121
CB 3

COUNCIL AGENDA ITEM
July 14, 2026
TO: Honorable Mayor and City Council
FROM: Sean Grayson, City Manager

SUBJECT: Approve a Professional Services Agreement with Anupama Doravari for Planning Services and Authorize the City Manager to Execute the Agreement BACKGROUND/ DISCUSSION:

On June 9, 2026, the City Council considered a Professional Services Agreement with Anupama Doravari for Planning Services. The City Council provided direction that staff receive costs for services from other planning consulting firms and return to the City Council with the pricing option for consideration.

The City has used the professional services of Anupama Doravari for to provide comprehensive Planning services to the City since June of 2023 and used her services as an employee prior to that time. At the time the contract began, the Planning Department had a broader staffing structure.

The department as had a Planning Clerk, Planning Administrative Secretary, City Planner, and a professional services contract for planning support. Since then, the department has transitioned to a leaner staffing model, with the Planning Clerk position later vacated and eliminated. Under the current structure, administrative and front-counter support remains in place, while the contract planning role carries the substantive planning responsibilities necessary to keep the department operating. This includes entitlement review, staff reports, public hearing materials, Planning Commission and City Council support, Director’s Hearings, CEQA coordination, zoning determinations, applicant coordination, interdepartmental coordination, department reports, and process improvements.

The contract rate began at $55/hour in June 2023 and was temporarily reduced in 2024 by the consultant as a cost saving measure. The proposed agreement would revise the rate to $71 per hour, with continued authorization for up to 30 hours per week, as needed.

At the June 9, 2026, City Council meeting there was also a request for information to be provided on Ms. Doravari’s qualifications for the position. Ms. Doravari’s condensed Curriculum Vitae includes:
o Education & Professional Registration
 Master of Urban and Regional Planning – California State Polytechnic University, Pomona (Graduated 2017)
 Bachelor of Architecture (B.Arch) – RIT, India (2009–2014)  Registered Architect – Council of Architecture, India - 2014 – present 122
CB 3
o Academic & Publication Record (2019–2023)
 Assistant Professor (Architecture & Planning) – India (2019–2023)  Published Researcher: Author of peer-reviewed articles focusing on urban planning frameworks, development patterns, and design methodologies.

Alternative Solutions
Staff acquired the costs provided to California cities for planning services by Request for Proposal (RFP) in the last 6 months. The following outlines the location, firm, and costs of services by consultant type obtained.

City Firm Position Hourly Rate
Arvin Precision Civil Engineering Planning Manager $ 215 Ione Raney Planning & Management Senior Manager $ 215
Los Gatos EMC Planning Group Senior Manager $ 225
The rates for these positions are 300% higher than the proposed rate in the agreement and are at a Manager level where Ms. Doravari provides Director level services.

A review of applicable hourly rates without benefits in East Kern County includes:

Agency Position Hourly Rate
Tehachapi Planning Manager $ 75.59
Ridgecrest Community Development Director $ 82.62
Kern County Assistant Planning Director $ 87.76
The fully burdened rate is anticipated to be 50-75% more than the listed hourly rate when benefits and other employment costs are included and these positions are 40 hours per week not 30 hours per week.

FISCAL IMPACT:

The cost of the agreement is up to $110,760 based on 30 hours per week at a rate of $71 per hour.

The anticipated usage is slightly lower given holidays and other scheduling in the Planning Department. This is budgeted in the 2026/27 preliminary budget in the Planning Professional Services account #10-4170-310.

RECOMMENDATION:

It is recommended that the City Council approve the agreement and authorize the City Manager to execute it.

ATTACHMENTS:

Professional Services Agreement – Anupama Doravari
123
1 CITY OF CALIFORNIA CITY

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this 9th day of June 2026 (“Effective Date”), by and between the City of California City, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 21000 Hacienda Boulevard, California City, CA 93505 ("City") and AR Anupama Doravari, an individual and resident of Germany with a principal place of business at Marga-von-Etzdorf-Weg 2, Boeblingen 71034 Germany (“Consultant”). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional planning consulting services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing professional planning consulting services to public clients, is appropriately licensed in the State of California or in the territory where services where will be performed and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional planning consulting services ("Services") for the general planning needs of the City as provided for within California Government Code Section 37103 as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional planning consulting Services necessary for the City. The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from the Effective Date for a period of twelve (12) months, ending on June 10, 2027, unless earlier terminated as provided herein. This Agreement may be extended for an additional twelve (12) month term upon mutual written agreement of the Parties up to three times for a total contract length of forty-eight (48) months. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar 124
2 or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference, or as further defined and agreed to between City and Consultant. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 City's Representative. The City hereby designates Sean Grayson, City Manager or his designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.5 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.6 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services.

Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub125 3 consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.7 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules orregulations.

3.2.8 Insurance.

3.2.8.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.8.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as (1) a Personal Automobile Liability policy for the Consultant's own vehicle stipulating "Automobile Liability Insurance with a limit of not less than $1,000,000 each accident"; or (2) a non-owned auto endorsement to the Commercial General Liability policy if Consultant uses vehicles of others (e.g., vehicles of employees).
(C) Workers' Compensation/Employer’s Liability: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. If Consultant has no employees or agents, Consultant shall not be required to maintain Workers’ Compensation Insurance. However, in the event that Consultant hires employees or agents during the term of this Agreement, Consultant shall obtain and maintain Workers’ Compensation/Employer’s Liability Insurance in accordance with this section. 126
4 (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.

3.2.8.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Workers' Compensation:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
(D) Professional Liability (Errors & Omissions):
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. 127
5 (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.

3.2.8.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.8.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.

Consultant agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Consultant shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.2.8.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.8.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City.

If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.8.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

3.2.8.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. 128
6 3.2.8.10 Enforcement of Agreement Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.2.8.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained herein are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. If the Consultant maintains higher limits than the minimums contained herein, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.2.8.12 Claims Made Policies. If any of the required policies provide coverage on a claims-made basis:
(A) The Retroactive Date must be shown and must be before the effective date of the Agreement or the beginning of work under this Agreement. (B) Such insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of all services under this Agreement. (C) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the effective date of the Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of all services under this Agreement.

3.2.8.13 Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

3.2.8.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies.

All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable.

The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.2.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment 129
7 and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.10 Water Quality Management and Compliance.

3.2.10.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.

3.2.10.2 Compliance with Water Quality Laws, Ordinances and Regulations.

Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant shall additionally comply with the lawful requirements of the City, and any other water district, municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.

3.2.10.3 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Section 3.2.12.2 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.

3.2.10.4 Liability for Non-compliance.
(A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Section 3.2.12.2 of this Agreement is a violation of federal and state law.

Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in Section 3.2.12.2 of this Agreement, or any other relevant water quality law, regulation, or policy.
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8 3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Seventy-One Dollars (USD $71.00) per hour without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within forty-five (45) days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within forty-five (45) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section

3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”

3.4 California Labor Code Provisions.

3.4.1 Prevailing Wage Law. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall obtain a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may view a copy of the prevailing rates of per diem wages at the City. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing WageLaws.

3.4.2 Registration. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the project and require the same of any 131
9 subconsultants. This project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

3.5 Accounting Records.

3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.6 General Provisions.

3.6.1 Termination of Agreement.

3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

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

3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, electronic mail sufficient, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: AR Anupama Doravari
Marga-von-Etzdorf-Weg 2,
Boeblingen 71034 Germany
[email protected]
City: City of California City
21000 Hacienda Boulevard
California City, California 93505
ATTN: Sean Grayson, City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address.

Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the 132
10 method of service.

3.6.2 Ownership of Materials and Confidentiality.

3.6.2.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement.

Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information.

3.6.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

3.6.4 Attorney's Fees. If either party commences an action against the other party, either legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.
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11 3.6.5 Indemnification.

3.6.5.1 Scope of Indemnity. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims’) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents, or volunteers.

3.6.5.2 Additional Indemnity Obligations. To the fullest extent permitted by law, Consultant shall defend, with counsel of City’s choosing and at Consultant’s own cost, expense, and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.6.5.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents.

Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers, and agents as part of any such claim, suit, action, or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents, or volunteers as part of any such claim, suit, action, or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents, or volunteers.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.7 Governing Law. This Agreement shall be governed by the laws of the United States of America, State of California. Venue shall be in Kern County.

3.6.8 Dispute Resolution. If any dispute, controversy or claim arises out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination (a ‘Dispute’), it shall be referred, upon written notice (a ‘Dispute Notice’) given by one Party to the other. The Parties shall seek to resolve the Dispute on an amicable basis within fourteen (14) days of the Dispute Notice being received. Any Dispute not resolved within fourteen (14) days of the Dispute Notice being received may be referred by either Party to mediation before a mediator to be agreed between the parties or, failing such agreement, to be appointed by The Center for Effective Dispute Resolution (“CEDR”). The parties shall share (equally) the costs of the mediator, the mediation venue and CEDR. If either Party fails or refuses to agree to or participate further in the mediation procedure or if, in any event, the Dispute is not resolved within thirty-five (35) days from receipt of the Dispute Notice, the Dispute shall be referred to and finally resolved by arbitration pursuant to the Rules of 134
12 the International Center for Dispute Resolution (“ICDR”), which Rules are deemed to be incorporated by reference into this Clause. The tribunal shall consist of three arbitrators, two of whom shall be nominated by the respective Parties. The Chairman of the tribunal shall be nominated by agreement between the two Party-nominated arbitrators within fourteen (14) days of the nomination of the second such arbitrator.

Failing such agreement, the Chairman shall be appointed by the ICDR Court. The seat of arbitration shall be Los Angeles, CA. The language of the arbitration shall be English. The governing law of this Clause and the contract shall be the substantive federal laws of the United States of America and the State of California.

3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer.

3.6.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.16 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.6.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay 135
13 any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.6.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Services.

3.6.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7 Subcontracting.

3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[intentionally left blank. signature page follows]
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14 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the Effective Date.

CITY OF CALIFORNIA CITY AR ANUPAMA DORAVARI
By: ____________________________ By: ___________________________ Sean Grayson, City Manager Anupama Dorvari, Consultant
ATTEST:

By: _____________________________
John Paul Maier, City Clerk
APPROVED AS TO FORM:

By: _____________________________
Victor Ponto, City Attorney
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EXHIBIT "A"

SCOPE OF SERVICES

1. Streamline and organize planning department functions - Review and update all planning department application forms to reflect any changes from City codes and CEQA policies. Provide individual checkliststo each development applications and group them into bundlesfor easy accessfor clients. For example: Existing building reuse application will contain all the different formsin one consolidated place online and a description will be provided upfront about what the process entails from document(s) submission to issuance of Occupancy Certificate from the City.

2. Coordination across all departments - Work closely with Building Department, Public Works Department, Fire and Police department to identify points of intersection and organization flow to ensure, the planning department can provide a comprehensive overview of the role ofeach department in the approval process for any given development project.

3. Planning Department functions - Review all incoming development projects permit applicationsto check and determine if City's land use plan allows for proposed project development.

Correspond and direct clients and monitor required changes for project approval.

4. Review of Incoming Development Applications — includes checking documents, building plansfor compliance to City codes, preliminary review of architectural plans, and review of documents as per local and applicable county laws and policies.

5. Discretionary Case Environmental Planning - Case by case analysis of compliance to CEQAlaws, document preparation and submission to CFWS, State Clearing House etc. to receive approval for clearing of vacant land in anticipation of real estate project development.

6. Client Interactions - Respond to emails, calls and direct clients, lawyers, architects, project managers etc. using technical knowledge to navigate through city's compliance protocols to obtain project approval.

7. City Planning Functions - Develop and direct the implementation of goals, objectives, policies, procedures. Participate in all City long and short-range planning activities, ensures that residential, commercial, industrial and related development conforms to the City goals and objectives.

8. Planning Commission - Prepare Staff reports and author planning commission documents including Public hearing documents. Draft ordinances and resolutions for various planning applications such as zone changes etc. Prepare complete Planning Commission Agendasfor monthly meetings.

9. Development and update of Master plan document — Prepare master plan updates, generateGIS based maps for subsequent updates. Conduct socio-demographic analysis to understand growth rate and effectively delegate resources for future development.

10. Processing Minor Applications — Interpret General plan and master plan documentsto allow minor applicationssuch as what type of businesses can be located in Cl zone vs. C2 zone and drafting all the necessary documents for building department review and subsequent approval.

11. Community development — Assess where and how large scale developments can benefit our community and find provisions for entitlements in the General plan and help boost city'spublic infrastructure.
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EXHIBIT "B"

SCHEDULE OF SERVICES
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EXHIBIT "C"

COMPENSATION
Maximum 30 Hours/Week
Rate per
Hour (USD)
Monthly 3-months 6-months 1 Year
$71.00 $9,230.00 $27,690.00 $55,380.00 $110,760.00
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HOUSING AUTHORITY

AGENDA ITEM
July 14, 2026
TO: Members of the Housing Authority Board (City Council) FROM: Nicole Jarmon, Housing Manager
SUBJECT: Approve the award of Bid to Restoration Management CompanyHayward in the amount of $567,549.37 for the Phase 2 Fire Restoration Project at the Desert Jade Senior Housing Complex
BACKGROUND/ DISCUSSION:

On September 6, 2025, there was a fire at the Desert Jade Senior Housing complex owned by the California City Housing Authority. Three of the units were red tagged and no longer inhabitable.

The occupants of the impacted units were relocated into vacant units on site that were not impacted by the fire.

An insurance claim was filed through Alliant Insurance Services, and the contractor Belfor Property Restoration was contracted through the insurance adjuster for the claim from McLarens to perform phase 1 work consisting of emergency restoration activities including tarping, contents manipulation, exploratory demolition, and engineering. This phase 1 work has been completed and billed to the insurance company.

In order to make the units ready to be reoccupied, a reconstruction project is required, which is phase 2. The insurance provider put out a Request for Proposals (RFP) to solicit qualified contractors to perform the work required of the project.

On April 14, 2026, the City Council acting as the Housing Authority declined to award a contract for the RFP and directed staff to issue a City RFP and ensure it was available to a wide audience of potential contractors. On Thursday May 21, 2026, the City released the RFP.

Three bids were received by the June 18, 2026, deadline. The bid comparison by contractor is attached and the total cost by contractor is below:

Contractor Bid
Restoration Management Company – Hayward $567,549.37
California Custom Builds $686,774.00
JC Construction, INC. $1,187,323.66
A comprehensive bid comparison, outlining the scope of work and individual itemized costs for each contractor, Restoration Management Company-Hayward was the lowest cost bidder in the 141
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process. The least expensive (zero cost to the city) and fastest path to making the units available to reoccupy is to approve Restoration Management Company for the project.

In order for the City to receive reimbursement for the cost of the phase 2 work, the City Council acting as the Housing Authority must approve both the award of the RFP to and the acceptance of the insurance proceeds.

FISCAL IMPACT:

None with this action. Award of the RFP and approval of the insurance reimbursement will allow the city to pay the contractor and then seek full reimbursement from insurance.

RECOMMENDATION:

Staff recommends the City Council, acting as the Housing Authority Board, approve the award of bid.

ATTACHMENTS:

1. Restoration Management Company-Hayward/Bid Response

2. California Custom Builds Response

3. JChavez Construction, Inc Response
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NB 3

COUNCIL AGENDA ITEM
July 14, 2026
TO: Mayor and City Council
FROM: Sean Grayson, City Manager
SUBJECT: Consideration of Direction to the City Attorney and City Manager to Analyze the Proposed Energy Services and
Municipality Utility Agreement Between the City of California City and 12 Holdings, LLC
BACKGROUND/ DISCUSSION:

During the June 9, 2026, City Council meeting, Mayor Hawkins requested that the Energy Services and Municipality Utility Agreement from 12 Holdings LLC be brought to the City Council for consideration of direction to the City Attorney and City Manager for review. This item was agendized for the June 23, 2026, City Council meeting. The City Council deferred the item to a future City Council agenda for both a closed session and open session item.

Attached is the proposed Energy Services and Municipality Utility Agreement from 12 Holdings LLC which has been updated since the June 23, 2026, meeting and includes additional attachments.

Based on prior direction of the City Council, neither the City Attorney nor the City Manager have analyzed the current iteration of the agreement, and no report of the analysis has been provided.

Should the City Council desire that the City Attorney and City Manager analyze the agreement and provide a report of the analysis such direction can be provided under this agenda item.

For the prior iteration of the proposed agreement 12 Holdings provided a deposit of $20,000 to the City for costs related to analyzing prior agreement. There is $5,090 of those funds remaining on deposit with the City. Completion of the analysis of the current proposed agreement should either not exceed attorney fees of $5,090; or if the cost exceeds $5,090, 12 Holdings should be required to provide an additional deposit in an amount sufficient to complete the analysis.

FISCAL IMPACT:

The legal fees incurred by the analysis would be paid for from the $5,090 on deposit from 12 Holdings or from a subsequent deposit amount if needed.

RECOMMENDATION:

Staff recommends that the City Council provide direction on the analysis of the agreement and its funding.
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ATTACHMENTS:

Energy Services and Municipality Utility Agreement and attachments 279

ENERGY SERVICES AND MUNICIPALITY UTILITY AGREEMENT

BETWEEN

CITY OF CALIFORNIA CITY
AND
12 HOLDINGS, LLC

ENERGY SERVICES AND UTILITY MUNICIPALITY UTILITY
280

AGREEMENT BETWEEN CITY OF CALIFORNIA CITY
AND 12 HOLDINGS, LLC
THIS ENERGY SERVICES AND UTILITY MUNICIPALITY UTILITY AGREEMENT ("Agreement"), dated as of May 28, 2026, (as described in Section 2.1, the "Effective Date"), is entered into between the CITY OF CALIFORNIA CITY, a California Municipal Corporation and General Law City organized and operating under the laws of the State of California ("City"), and 12 Holdings or its assigns, a California limited liability company (“12 Holdings”). The City and 12 Holdings shall be individually referred to as a “Party” and collectively referred to as the "Parties."

RECITALS
This Agreement is made with reference to the following:

A. On November 12, 2019, the City Council for the City, serving as the governing body of the City (“City Council”), adopted Resolution No. 11-19-2811, which established a municipally-owned electric utility in the City (as further described and specifically applied herein, “Municipal Utility”) and authorized the city manager for the City (“City Manager”) to take various actions associated with the creation, establishment, and operation of the Municipal Utility.

B. Certain areas in the City have been designated for the proposed development of a Municipal Utility to supply power to various off-takers, defined as companies throughout different industries who will consume power (as further described below, “Municipal Utility Service Areas”). Due to the high usage of electrical energy associated with these off-takers, the Municipal Utility Service Areas are constrained with respect to the uncertain availability and quality of electric service. These issues adversely affect economic development opportunities within the Municipal Utility Service Areas.

C. In furtherance of the City Manager’s delegated authority under Resolution No. 11-19-2811, the City Manager executed (i) that certain Memorandum of Understanding, dated September 27, 2020, between the City and 12 Holdings (“MOU”) and (ii) that certain Term Sheet, dated May 12, 2021, between the City and 12 Holdings (“Term Sheet”). Collectively, the MOU and Term Sheet describe key terms and conditions by which 12 Holdings and its affiliates will support the Municipal Utility by developing, owning, and operating Municipal Utility generation facilities for the purpose of providing electric service within the Municipal Utility Service Areas.

D. 12 Holdings agrees to pay the city 5% of the net revenue, up to fifteen (15) million per year allocation for the City of California City. This addendum ensures that the City will receive a financial benefit from the Municipal Utility operations, enhancing the economic viability and support for the City's involvement in the project.

E. The City desires to implement a master contract arrangement by which 12 Holdings and the City will work cooperatively and exclusively to identify specified Municipal Utility Service Areas—defined as encompassing the entire municipal boundaries of California City—within which 12 Holdings will install Municipal Utility generation facilities and carry out other responsibilities to serve the City’s customers within those areas. All customers shall retain the unrestricted right to purchase electricity from any other energy provider of their choosing. 12 Holdings will be responsible for providing for the delivery of electricity to customers within the Municipal Utility Service Areas, including billing and collection activities, and will remit standard connection fees and applicable 281
taxes to the City accordingly. Given the iterative nature of serving multiple Municipal Utility Service Areas over time, the Parties desire to establish terms and conditions for the initial Municipal Utility Service Area and a streamlined process by which additional areas may be incorporated under this Agreement as needed.

F. 12 Holdings desires to, among other things, install and operate electrical generation facilities (as further described in Section 4.1, “Generation System”) to serve the Municipal Utility Service Areas (as further described in Section 3.2), and to provide additional Generation Systems under similar arrangements to serve other areas as needed. 12 Holdings shall assume full responsibility and liability for the development, operation, maintenance, and regulatory compliance of all Municipal Utility generation facilities. All customers shall have the option and right to obtain electric service from other providers, and nothing in this Agreement shall restrict a customer’s choice of energy provider. 12 Holdings will provide electricity service under the terms of this Agreement to customers who elect to receive it.

G. In reliance on 12 Holdings’s support, the City desires to receive payment through standard connection fees and taxes on utility bills, as well as to benefit from the economic development opportunities arising from the establishment and operation of the Municipal Utility systems. The City shall have no operational responsibilities under this Agreement but will benefit financially from the established fee and tax structure.

H. The Parties desire to memorialize the terms and conditions for service to the Municipal Utility Service Area and to establish a contractual structure that allows for the provision of similar services to the entire municipal area over time. For clarity, the “Municipal Utility Service Area” shall be defined as the entirety of the incorporated boundaries of California City. This Agreement shall serve as the master framework for all energy generation and distribution services provided by 12 Holdings within the City.

I. Given the significant upfront and ongoing capital required to install, maintain, and upgrade utility-scale energy infrastructure—potentially exceeding $10 billion—the Parties recognize the necessity of long-term planning certainty. Therefore, the City supports a 35-year exclusive arrangement, with 12 Holdings granted the first right of renewal, in order to secure private capital investment and deliver comprehensive utility services in alignment with the City’s economic development objectives.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and 12 Holdings agree as follows:

ARTICLE 1 - INCORPORATED DOCUMENTS

1.1 General.

As described in Exhibit G, the Parties desire to implement a master contract arrangement by which the Parties will work cooperatively and exclusively to identify specified Municipal Utility Service Areas within which 12 Holdings will install a Generation System and assume responsibility for its operation and maintenance at no capital expense for the City and no liability. The City’s role will be limited to benefiting financially through taxes on utility bills and five percent (5%) revenue, up to fifteen (15) million annually, without operational responsibilities. Given the iterative nature of serving multiple Municipal Utility Service 282
Areas over time, the Parties anticipate that additional documents will be needed to describe material terms and conditions associated with providing electric service within the Municipal Utility Service Areas. The Parties are using exhibits to this Agreement for the purpose of addressing specific topics or incorporating additional or modified terms and conditions.

1.2 Documents Included.

This Agreement consists of this document and the exhibits listed below and any exhibit added pursuant to the process described in Section 1.3, all of which are specifically incorporated herein and made a part of this Agreement by this reference:
● Exhibit A: Definitions
● Exhibit B: Description of Municipal Utility Service Areas ● Exhibit C: Additional Service Confirmations
● Exhibit D: Service Notices
● Exhibit E: Reserved
● Exhibit F: Reserved
● Exhibit G: Reserved
● Exhibit H: Form of Controlled Account Agreement
● Exhibit I: Form of Retail Service Agreement

1.3 Additional Exhibits.

Additional documents may be made a part of this Agreement and incorporated herein as exhibits if (a) the document is specifically identified as an “Exhibit” to this Agreement and (b) the document has been duly executed by the Parties.

1.4 Entire Agreement.

This Agreement sets forth the full and complete understanding of the Parties relating to the subject matter hereof as of the Effective Date, and supersedes any negotiations, agreements, and representations made or dated prior thereto with respect to the subject matter of this Agreement.

1.5 Conflicting Provisions.

Unless otherwise expressly stated, in the event of a conflict between this document and any Exhibit, the terms and provisions of this document, as amended from time to time, shall control. In the event of any conflict between the Exhibits, the Exhibit with the latest effective date mutually agreed upon by the Parties shall control.

1.6 Amendments.

No change, amendment, or modification of this Agreement shall be valid or binding upon the Parties hereto unless such change, amendment, or modification shall be in writing and duly executed by the Parties.

1.7 Defined Terms.

Capitalized terms used in this Agreement shall have the meanings specified in Exhibit A.

ARTICLE 2 - EFFECTIVE DATE AND TERM

2.1 Effective Date and Binding Nature.
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This Agreement shall be effective and binding upon the occurrence of the following: (a) execution of this Agreement by 12 Holdings's duly authorized representative, (b) approval by the City Council, as evidenced by a formally adopted resolution specifying, among other things, the findings required under California Government Code Section 4217.12, and (c) execution by the City Manager, or designee, in accordance with such resolution (“Effective Date”). As of the Effective Date, this Agreement shall be binding to give full effect to, and enforce, the rights and obligations of the Parties under all Articles. The rights and obligations of the Parties related to 12 Holdings’s development of the Generation System and the City’s financial receipts from the utility services shall be effective and binding only upon satisfaction or waiver of the conditions precedent set forth in Section 2.4.

2.2 Term.

This Agreement shall continue for a period of thirty-five (35) years after the date set forth in the first Commencement Notice, as described in Section 4.4.2 (“Initial Term”), unless and until terminated earlier pursuant to the provisions of this Agreement.

2.3 Renewal.

This Agreement may be renewed (“Renewal Term”) for additional periods of fifty (50) years following the expiration of the Initial Term at 12 Holdings’s sole discretion if (a) 12 Holdings gives notice in writing at least one hundred eighty (180) days before expiration of the Initial Term or Renewal Term, as applicable, and (b) the Parties reach agreement in writing regarding the pricing hereunder with respect to such Renewal Term.

The Initial Term and each Renewal Term shall be referred to herein collectively as the “Term.”

2.4 Conditions Precedent.

2.4.1 Specified Conditions Precedent.

Each Party’s obligations under this Agreement shall be conditioned upon the following conditions precedent, which are waivable only upon mutual agreement of the Parties:

A. 12 Holdings shall obtain, or cause to be obtained, all necessary land rights (including leases, easements, and rights-of-way), permits, and governmental authorizations required for the construction, installation, operation, and maintenance of the Generation System, including rights and approvals necessary to access and use water supply and natural gas service from authorized third-party providers, under terms and conditions reasonably acceptable to 12 Holdings. For the avoidance of doubt, this does not include any rights to drill for, extract, or produce water, natural gas, minerals, or other subsurface resources.

B. The City shall not be responsible for the construction, installation, operation, or maintenance of the Distribution System. 12 Holdings will assume full responsibility for these activities under terms and conditions reasonably acceptable to the City.

C. The City enters into a Retail Service Agreement with customers within the first Municipal Utility Service Area in a form reasonably acceptable to 12 Holdings to support financing associated with the Generation System, as further described in Section 5.2.1.

D. As required in accordance with Section 4.6, the Parties modify this Agreement or enter into additional agreement(s) as reasonably required to support financing associated with the Generation System.

E. 12 Holdings delivers, and the City accepts in writing, the Service Notice for the first Municipal Utility Service Area, as further described in Section 3.4.

2.4.2 Effect of Outstanding Conditions Precedent.
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If the conditions precedent in Section 2.4.1 are not satisfied or waived within two hundred seventy (270) days following the Effective Date ("Precedent Date"), either Party may terminate this Agreement without any recourse or payment due to the other Party; provided, however, (a) the Parties may, by mutual written agreement, extend the Precedent Date, (b) the Precedent Date will be extended on a day-for-day basis, not more than a cumulative twelve (12) month-period, for a Permitted Extension, as described in Section 2.4.3, and (c) each Party shall use commercially reasonable efforts to satisfy the conditions precedent that are within its control. Upon termination, 12 Holdings shall cease all development activities, and both Parties shall negotiate in good faith the settlement of any outstanding obligations.

2.4.3 Permitted Extensions to the Precedent Date.

A. The Precedent Date may be extended on a day-for-day basis for not more than twelve (12) months if 12 Holdings has used commercially reasonable efforts to obtain Permits necessary for the construction, installation, operation, and maintenance of the Generation System but is unable to obtain such permits and 12 Holdings has worked diligently to resolve the delay (“Permitting Delay”).

B. The Precedent Date may be extended on a day-for-day basis in the event of Force Majeure, provided that (i) 12 Holdings works diligently to resolve the effect of the Force Majeure and 12 Holdings provides evidence of its efforts promptly to the City upon the City’s written request and (ii) 12 Holdings may not claim Force Majeure for any reason that was the basis for or would qualify as a Permitting Delay. Examples of Force Majeure include, but are not limited to, natural disasters, war, terrorism, and other events beyond the reasonable control of the affected Party.

2.5 Notifications.

All notifications related to conditions precedent, extensions, and renewals must be in writing and delivered as specified in Article 9.

ARTICLE 3 - MUNICIPALITY UTILITY SERVICE AREAS

3.1 General.

The City and 12 Holdings shall work cooperatively to implement energy infrastructure across the entirety of California City, as further described in Section 3.7. The Parties agree that the Municipal Utility Service Area shall encompass the fully incorporated municipal boundary of California City (the “Territory”), and no further identification or subdivision of additional service areas is necessary. 12 Holdings shall install and maintain the Generation System within the Territory and shall assume full responsibility for its development, operation, maintenance, and compliance. The City’s role will be strictly limited to benefiting financially through standard connection fees and taxes on utility bills, with no operational responsibilities or financial liabilities.

All customers within the Territory shall retain the right to purchase electricity from other providers.

Subject to the terms of this Agreement and applicable law, the City grants 12 Holdings, LLC, or its assigns, the authority to develop, construct, own, operate, and maintain energy generation, distribution, and related infrastructure within the Territory, without obligation for exclusivity. The City shall not enter into any conflicting agreements for energy services within the Territory without the prior written consent of 12 Holdings, except where required by law or existing SCE arrangements. 285

3.2 First Municipal Utility Service Area.

The City and 12 Holdings have consulted, and have identified the first Municipal Utility Service Area (“Municipal Utility Service Area”), with the following general description:

A. Location: California City, CA
B. Description of Commercial Activity: Various off-takers as described in the Recitals C. Assessor Parcel Numbers Within Municipal Utility Service Area: All parcels located within the incorporated municipal boundaries of California City, CA, as recorded with the Kern County Assessor’s Office.

D. Excluded Properties: None
E. Estimated Initial Electric Load: 250 MW
F. Estimated Full Electric Load: Up to 5 GW
12 Holdings shall have the right to distribute energy within the First Municipal Utility Service Area and any additional areas where transmission lines are run, subject to the terms of this Agreement.

3.3 Additional Municipal Utility Service Areas.

The City and 12 Holdings acknowledge that the entire incorporated boundary of California City is already designated as the Municipal Utility Service Area. As such, there is no need to identify or designate additional service areas within the City.

Should 12 Holdings seek to expand service into surrounding areas outside the City's boundaries, such expansion shall be subject to approval by the State of California and any other applicable regulatory authorities. The Parties may meet as reasonably required to coordinate such expansion efforts.

3.4 Description of Municipal Utility Service Area.

The entire incorporated boundary of California City is established as the sole Municipal Utility Service Area under this Agreement. No additional service area descriptions are required within City limits.

3.5 Service Notices.

After consultation with the City concerning the expected electric load within a Municipal Utility Service Area, 12 Holdings shall deliver to the City a written notice specifying the scope and characteristics of electric service to be provided by the Generation System, including any limitations on and exceptions to service (“Service Notice”). Without limiting the generality of the foregoing, the Service Notice shall include the maximum capacity associated with the Generation System (“Contract Capacity”). The Service Notice for the First Municipal Utility Service Area includes and incorporates by reference the information set forth in Section 4.1.2, and any other information the Parties wish to include. Once delivered by 12 Holdings, the Service Notice for each Municipal Utility Service Area will be included as an element of Exhibit D.

3.6 Transmission Infrastructure and Limited Exclusivity. 12 Holdings shall have the exclusive right to develop, own, and operate electricity transmission infrastructure that connects its Generation System to customers within the Municipal Utility Service Area.

This right applies only to infrastructure developed by 12 Holdings and shall not prevent customers from electing to purchase electricity from other providers.
12 Holdings may, at its discretion, export excess energy to other utility companies or wholesale markets, and shall retain all associated revenues from such exports. With respect to the transmission services described herein, the City shall not solicit, entertain bids or proposals, or enter into agreements with third 286
parties for competing transmission infrastructure within the Municipal Utility Service Area without first obtaining written consent from 12 Holdings.

In recognition of the City’s reliance on 12 Holdings to develop energy infrastructure, 12 Holdings agrees to act in good faith and respond promptly to any waiver or consent request from the City, and to reasonably negotiate any amendments or supplemental exhibits required to support public interest objectives or external partnerships.

3.7 Financial Terms.
12 Holdings shall be solely responsible for financing all aspects of the development, installation, operation, and maintenance of the Generation and Distribution Systems. The City shall not bear any financial responsibility—direct or indirect—for these systems, and shall never be required to contribute capital, reimburse expenses, or assume liabilities related to their implementation or operation for the duration of this Agreement.
12 Holdings shall retain all financial benefits and revenues derived from the operation of the Generation and Distribution Systems, with the exception of applicable taxes and standard connection fees, which shall be remitted to the City as provided in this Agreement.

3.8 Performance Metrics.
12 Holdings shall ensure that all installed systems meet industry standards for reliability and efficiency.

Specific performance metrics and standards shall be mutually agreed upon and documented in the Service Notices and Additional Service Confirmations.

3.10 Regulatory Compliance.
12 Holdings shall comply with all applicable federal, state, and local regulations in the development, installation, and operation of the Generation and Distribution Systems.

3.10 Reporting Requirements.
12 Holdings shall provide regular reports to the City detailing the operation, maintenance, and financial performance of the Generation and Distribution Systems. The frequency and content of these reports shall be mutually agreed upon and documented in the Service Notices and Additional Service Confirmations.

3.11 Insurance and Liability.
12 Holdings shall maintain adequate insurance coverage for the development, installation, and operation of the Generation and Distribution Systems. The specific insurance requirements and liability terms shall be detailed in the Service Notices and Additional Service Confirmations.

3.12 Termination Clauses.

This Agreement may be terminated by either Party under the conditions specified in Article 2. Upon termination, 12 Holdings shall cease all development and operational activities, and both Parties shall negotiate in good faith the settlement of any outstanding obligations.

3.13 Force Majeure.

Force Majeure events, including natural disasters, war, terrorism, and other events beyond the reasonable control of the affected Party, shall be handled as specified in Section 2.4.3. The process for declaring and managing Force Majeure events shall be detailed in the Service Notices and Additional 287
Service Confirmations.

ARTICLE 4 - ENERGY SERVICES

4.1 Description of the Generation System.

4.1.1 General.
12 Holdings and the City shall consult to determine the characteristics, technology, and capability of the Generation System serving the Municipal Utility Service Areas. The goals are: (a) providing reasonably priced Electricity compared to alternatives within California City, (b) promoting the use of renewable and clean energy technologies, and (c) ensuring redundancy and reliability of electric service within the Municipal Utility Service Areas.

4.1.2 First Municipal Utility Service Area.
12 Holdings shall serve the entire incorporated municipal boundary of California City as the designated Municipal Utility Service Area. The Generation System shall be developed, installed, and operated to meet the electrical needs of customers throughout the full Territory, as defined in this Agreement.

A. Technology: (i) The Generation System may include, but is not limited to, natural gas-fired microturbine generators, solar photovoltaic systems, battery storage, combined-cycle power plants, hydrogen plants, ammonia plants, supercritical CO₂ turbines, or other suitable technologies. The specific technology mix shall be determined solely by 12 Holdings based on considerations including system reliability, redundancy, cost-effectiveness, and environmental impact. (ii) 12 Holdings reserves the right to modify or update the technology over time in response to market conditions, technological advancements, or environmental performance—subject to the City’s reasonable consent, which shall not be unreasonably withheld, delayed, or conditioned.

B. Size: (i) The Generation System shall be designed to serve expected retail demand across the City, up to a maximum aggregate capacity of 5 GW, unless otherwise agreed in writing.

C. Location: (i) The Generation System shall be installed at one or more locations within the City, to be mutually agreed upon in writing by the Parties.

D. Contract Capacity: (i) Seventy-five percent (75%) of the installed nameplate capacity shall constitute the Contract Capacity, subject to standard industry derating factors, as noted below.

E. Limitations on Service: (i) The Generation System is subject to all operating conditions imposed by applicable Permits. (ii) Contract Capacity may be temporarily reduced due to Force Majeure events, with reasonable advance notice from 12 Holdings to the City. (iii) Contract Capacity may also be adjusted by 12 Holdings for necessary operations and maintenance, upon reasonable notice to the City.

4.2 Installation and Operations of the Generation System.

4.2.1 General
Subject to the terms of this Agreement, 12 Holdings shall:

A. Construct and install the Generation System in accordance with Prudent Industry Practice, Applicable Law, and this Agreement;
B. Procure all necessary fuel for the generation of Electricity and the proper operation of the 288
Generation System;
C. Operate, maintain, and replace the various components of the Generation System in accordance with Prudent Industry Practice, and as required to ensure that the Generation System meets the Contracted Capacity;
D. Ensure compliance with all relevant environmental regulations and standards; (v) Implement a regular maintenance schedule and procedures to ensure ongoing reliability and efficiency.

4.2.2 Permits.
12 Holdings shall be solely responsible for obtaining and maintaining all Permits necessary to construct, install, operate, maintain, and replace the Generation System, subject to the terms of this Agreement.

The City may, upon request, provide reasonable assistance in support of 12 Holdings' permitting efforts, particularly in coordination with other governmental agencies. This assistance may include, as appropriate, issuing letters of municipal support, facilitating access to required information, and participating in joint meetings with permitting authorities.

Nothing in this Agreement shall require the City to waive or alter state-mandated timelines for land development, utility interconnection, or environmental review processes.In any instance where a Permit must be formally entered into by, or issued to, the City, but requires participation or action by 12 Holdings, the City shall obtain such Permit prior to the first Commencement Notice, with 12 Holdings providing all necessary documentation and reimbursing the City for any related costs.

4.2.3 Assistance, Cooperation, and Further Assurances.

While 12 Holdings shall be solely responsible for the development, construction, installation, operation, maintenance, and replacement of the Generation System, the City agrees to provide reasonable cooperation to facilitate timely execution of the project. Such cooperation may include issuing letters of support, participating in joint coordination efforts, and taking other non-financial actions that do not impose liability or expense upon the City.

The City also agrees to support 12 Holdings in identifying and applying for state, federal, and other third-party funding opportunities—including grants, bonds, and incentive programs—that may benefit the project. Upon request, the City may provide reasonable assistance such as signing letters of municipal support, sharing necessary documentation, and engaging with public agencies, provided such assistance imposes no financial or legal burden on the City. Any funds secured through such programs shall be directed toward furthering the objectives of this Agreement.

Additionally, the City will assist 12 Holdings in securing access to essential resources such as natural gas, water, and land necessary for the Generation System. This includes cooperating with 12 Holdings to obtain easements, rights-of-way, and local authorizations for such resources, as long as such cooperation does not obligate the City to incur financial costs or liabilities. The Parties agree to make all reasonable efforts to avoid project delays arising from the municipality.

4.3 Additional Provisions Related to Operations.

4.3.1 Dispatch.
12 Holdings shall operate the Generation System in a manner consistent with Prudent Industry 289
Practice, with reasonable consideration given to various factors, including but not necessarily limited to operating the Generation System in a manner that: (a) Provides reasonable electric service reliability as compared to alternatives for electric service within California City; (b) Maximizes the Generation System’s value to 12 Holdings.

4.3.2 Outages.
12 Holdings shall use commercially reasonable efforts to ensure outages of the Generation System are minimized. Without limiting the generality of the foregoing, 12 Holdings shall implement a design for the Municipal Utility Service Area that, among other things, ensures redundancy of generation resources.

4.3.3 Operating Procedures.

In order to further implement the operating provisions of this Agreement, 12 Holdings shall, by no later than 12 Holdings’s issuance of the Commencement Notice, develop and deliver written operating procedures concerning the coordination of matters related to the Generation System.

Topics to be covered in the operating procedures shall include communications, designated representatives, equipment documentation, operations logs, emergency procedures, and cybersecurity measures. The operating procedures shall be subject to revision and updating by the Parties by mutual agreement from time to time.

4.4 Deliverability and Commencement Notices.

4.4.1 Deliverability Notice.

With respect to the First Municipal Utility Service Area and to each additional Municipal Utility Service Area, 12 Holdings shall develop and deliver a notice (“Deliverability Notice”) providing reasonable advance notice of the expected date on which 12 Holdings anticipates that the Generation System will be operational and ready to provide Electricity to the Distribution System for delivery to the Municipal Utility Customers. The Deliverability Notice for the First Municipal Utility Service Area shall be delivered to the City within sixty (60) days of the Effective Date, and such notice shall be updated at least every ninety (90) days.

4.4.2 Commencement Notice.

The Parties shall cooperate in mutually developing a written notice (“Commencement Notice”) mutually acknowledging that (a) the Municipal Utility System for the First Municipal Utility Service Area has been completed, (b) 12 Holdings is ready to commence delivery of Electricity from the Generation System, and (c) the City is ready to receive Electricity from 12 Holdings and to commence delivery of Electricity to the Municipal Utility Customers.

4.4.3 Full Requirements.

Subject to the terms of this Agreement, 12 Holdings shall provide, deliver, and sell to the City all Electricity required by the City to meet the aggregate Electricity requirements of the Municipal Utility Customers within the range of Contract Capacity then in effect pursuant to the Service Notice, and subject to the limitations and exceptions specified in the Service Notice.

4.5 Financing Cooperation.

The City acknowledges and agrees that 12 Holdings may, without further consent of the City, take actions necessary to finance or refinance its investment in the development, installation, operation, and replacement 290
of the Generation System. These actions may include, but are not limited to: (a) pledging or assigning its interests in the Generation System or this Agreement; and (b) creating security interests in favor of lenders or financial institutions.

The City further acknowledges that as a condition of such financing, lenders may require the City to enter into direct agreements allowing the lender certain rights, including the right to assume or perform 12 Holdings’s obligations under this Agreement and/or the right to receive notice and opportunity to cure any defaults. The City agrees to work in good faith with 12 Holdings and its lenders to review and, if reasonable, enter into such agreements, provided that:

A. no such agreement shall create or imply any financial liability for the City; B. 12 Holdings shall not create, pledge, or assign any debt or obligation in the name of the City or on its behalf; and
C. any amendments to this Agreement requested by a lender shall be subject to the City’s reasonable review and shall not conflict with the City’s fundamental obligations, immunities, or fiscal policies.
12 Holdings shall be solely responsible for securing all financing on a non-recourse basis, and the City shall have no obligation—financial, legal, or otherwise—to guarantee, co-sign, or underwrite any debt related to the project. The City agrees to provide such technical assistance and documentation as may be reasonably required to facilitate 12 Holdings's financing, provided such assistance imposes no cost or liability on the City.

4.6 Energy Services Meter.
“Delivery Point(s)” means each point of interconnection or service delivery at which Electricity is delivered by 12 Holdings to the City, including, without limitation, residences, businesses, and other facilities served by the City.
12 Holdings shall provide a system of standard revenue grade meters to measure Electricity that is delivered to the City at the Delivery Point(s). Such metering systems may be referred to collectively or individually as a “Meter” or the “Meters,” as applicable. The Meters shall be installed and maintained at 12 Holdings’s sole cost and expense. 12 Holdings shall test each Meter not less than once every two (2) years, or more frequently in accordance with the manufacturers’ specification and any applicable standards, or upon the City’s reasonable request, and will, upon request, provide copies of all reports regarding the results of such testing to the City. If the testing indicates that a Meter is in error by more than plus or minus one percent (+ or –1%), then 12 Holdings shall promptly repair or replace such equipment at its sole cost and expense. 12 Holdings shall bear the cost of all testing performed; provided, however, if any independent testing performed pursuant to the City’s reasonable request indicates that a Meter is not in error or in error by less than plus or minus one percent (+ or –1%), the City shall bear the cost of such testing.

4.7 Decommissioning Plan.
12 Holdings shall develop and submit a decommissioning plan for the Generation System at the end of its life cycle or the termination of this Agreement. The plan shall include steps for safely decommissioning the system, disposing of or recycling components, and restoring the site to its original condition or another condition agreed upon by the Parties.

ARTICLE 5 - UTILITY SERVICES

5.1 General.
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Pursuant to Resolution No. 11-19-2811 and actions taken in accordance therewith, the City established a Municipal Utility for the purpose of meeting the current and future needs of the community and providing alternatives to existing providers of utility services. To carry out the arrangements contemplated in this Agreement, the City shall assume and carry out the role of a local publicly owned electric utility (as defined in Public Utilities Code section 224.3, “POU'') with respect to the distribution, delivery, billing, and collection for Electricity from the Generation System within the Municipal Utility Service Areas. Without limiting the generality of the foregoing, 12 Holdings shall establish rules, conditions, and requirements for customers located within the Municipal Utility Service Areas (“Municipal Utility Customers'') by which 12 Holdings shall exclusively provide electric utility service, as further described in Section 5.2.2. To promote services provided in the Municipal Utility Service Areas and in light of 12 Holdings’s role under this Agreement, 12 Holdings shall cooperate and provide assistance to the City as reasonably required to carry out the City’s responsibilities as a POU operating the Municipal Utility.

5.2 Retail Customer Relationship.

5.2.1 Retail Service Agreement.
12 Holdings shall draft and adopt a Retail Service Agreement for Municipal Utility Customers. The City shall consult and cooperate with 12 Holdings in developing the Retail Service Agreement. The Retail Service Agreement shall include the rates, rules, conditions, and requirements for electric service to Municipal Utility Customers and shall incorporate customary POU service rules appropriate for the City’s operation of a Municipal Utility System instead of a traditional, interconnected POU electric system.

5.2.2 Exclusive Service Within the Municipal Utility Service Area.

All customers within the Municipal Utility Service Area shall retain the unrestricted right to obtain electric service from any qualified energy provider of their choosing.

While 12 Holdings shall serve as the primary developer and operator of energy infrastructure within the Territory under this Agreement, no customer shall be required to take electric service from 12 Holdings or the Municipal Utility. The City shall not establish permit, use, or occupancy conditions that mandate exclusive electric service from 12 Holdings or the Municipal Utility, and no provision of this Agreement shall be interpreted to limit or restrict customer choice in energy procurement.

5.3 Distribution System.

5.3.1 12 Holdings Services.
12 Holdings shall be responsible for all services related to the construction, installation, operation, maintenance, and repair of the Distribution System. 12 Holdings shall assume all responsibilities for these services, subject to any limitations or conditions that the Parties may agree to in writing. 12 Holdings shall bear all costs associated with these services.

5.3.2 Construction and Installation.

In accordance with Section 3.7, 12 Holdings shall have the exclusive right to finance, install, own, operate, and maintain the Distribution System within the Municipal Utility Service Areas in accordance with Prudent Industry Practice, Applicable Law, and this Agreement. Subject to the provisions of this Section, 12 Holdings shall be responsible for all costs associated with the construction and installation of the Distribution System.

To the maximum extent reasonably practicable, and in connection with the development of the 292
Distribution System, 12 Holdings may (i) require or permit Municipal Utility Customers to pay advances, contributions, or other amounts to fund all or a portion of the upfront costs of constructing and installing facilities needed to serve such customers, or (ii) subject to 12 Holdings’ reasonable determination, permit Municipal Utility Customers to construct and install identified portions of the Distribution System serving their premises. Any facilities constructed by Municipal Utility Customers pursuant to this Section shall, upon completion and acceptance, be conveyed to 12 Holdings or the Municipal Utility, as determined by 12 Holdings, free and clear of all liens and encumbrances.

5.3.3 Ownership, Operation, Maintenance, and Replacement. 12 Holdings shall own, operate, maintain, and replace the Distribution System in accordance with Prudent Industry Practice, Applicable Law, and this Agreement. 12 Holdings shall be entitled to collect through rates the cost of owning, operating, maintaining, and replacing the Distribution System.

5.3.4 Wholesale Interconnections.

As of the Effective Date, the Parties anticipate that the Distribution System will operate on a standalone power basis, without interconnection to the electric system of neighboring electric utilities or to the bulk transmission system. If the Parties mutually determine that an interconnection is necessary or advisable, the Parties shall consult and work cooperatively to pursue such interconnection.

5.3.5 Distribution System Responsibilities and Liabilities. 12 Holdings shall be solely responsible for the operation, maintenance, and regulatory compliance of the Distribution System in accordance with Prudent Industry Practice and all Applicable Laws. 12 Holdings shall bear all costs associated with these responsibilities and shall indemnify and hold harmless the City from any claims, damages, or liabilities arising from 12 Holdings's operation, maintenance, or regulatory compliance of the Distribution System, except to the extent caused by the City's negligence or willful misconduct.

The City shall cooperate with 12 Holdings in obtaining any necessary permits, approvals, or licenses required for the operation, maintenance, or regulatory compliance of the Distribution System. The City shall also grant 12 Holdings reasonable access to the Distribution System assets for the purpose of carrying out its responsibilities under this Agreement.

5.4 Billing and Collection.

5.4.1 General.
12 Holdings shall bill and collect charges for electricity delivered to Municipal Utility Customers under rates, terms, and conditions specified in the Municipal Utilities published rates, rules, and regulations ("Utility Rates and Rules"). 12 Holdings shall identify additional billing and collection terms and conditions in the Utility Rates and Rules, including deposits and disconnection of service. 12 Holdings will submit the documentation for rate schedules for review. All collected funds shall be deposited into the Controlled Account, as described in Section 6.5. From the Controlled Account, 12 Holdings shall remit to the City the applicable taxes from each bill and 5% of the net revenue up to fifteen (15) million from 12 Holdings. This remittance shall be made within thirty (30) days of collection.
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5.4.2 12 Holdings Services.
12 Holdings agrees to provide services on behalf of the City related to metering, billing, and collection. The City anticipates that it will retain 12 Holdings to provide all services related to metering, billing, and collection. Upon mutual agreement, 12 Holdings shall assume the City's responsibilities for all identified services, subject to limitations or conditions that the Parties may agree to in writing. 12 Holdings shall remit to the City the greater of either (a) 5% of the total net profit, up to fifteen (15) million per year which will be paid six (6) months after the system is commissioned, to which will set the bi-annual date for the annual payment or (b) the standard connection fees plus all applicable taxes, as compensation for the right to operate the Municipal Utility. This remittance shall be made within thirty (30) days of collection. 12 Holdings will retain the remaining funds for actual costs incurred and other expenses related to billing and collection. If the system size becomes larger than 5 GW, additional compensation will be due the city, which will be determined at that time between 12 Holdings and the city.

5.4.3 Advancement to the City.
12 Holdings shall advance to the City an aggregate of Ten Million Dollars ($10,000,000) in three tranches, each contingent upon the execution of the Energy Services Agreement (“ESA”), which must occur no later than June 25, 2026. This offer shall automatically expire and be of no further force or effect if the ESA is not executed on or before June 25, 2026. The first tranche of Three Million Dollars ($3,000,000) shall be advanced within ninety (90) days of ESA execution; the second tranche of Three Million Five Hundred Thousand Dollars ($3,500,000) shall be advanced within ninety (90) days after the funding of the first tranche; and the third tranche of Three Million Five Hundred Thousand Dollars ($3,500,000) shall be advanced within ninety (90) days after the funding of the second tranche, with all advances to be completed within nine (9) months of ESA execution.

5.5 Rules and Regulations.

As a POU, the Municipal Utility is subject to various rules and regulations. The City agrees to comply with all rules and regulations pertaining to the Municipal Utility. 12 Holdings agrees to cooperate with and provide assistance to the City in identifying and complying with such rules and regulations.

5.6 Transfer of Energy; Title and Risk of Loss.
12 Holdings will be responsible for the delivery of Electricity to the Delivery Point(s). 12 Holdings shall own all Electricity prior to delivery to the Delivery Point(s). As between the Parties, 12 Holdings shall maintain the risk of loss with respect to (and shall be responsible for any property damage or injuries caused by) the Electricity produced by and delivered from the Generation System up to the Delivery Point(s). Title to Electricity shall pass from 12 Holdings to the City at the Delivery Point(s).

ARTICLE 6 - PRICING AND PAYMENTS

6.1 General.
12 Holdings will establish rates for Electricity provided to the Municipal Utility Customers. Incorporated into the rates for Electricity shall be the cost of Electricity supplied by 12 Holdings, as further described in Section

6.2. In addition to the cost of Electricity supplied by 12 Holdings, the City’s rates shall include the City’s cost associated with the Distribution System and other costs and charges associated with the City operating the Municipal Utility and providing Electricity to the Municipal Utility Customers. 294

6.2 Pricing for Energy Services.

6.2.1 Basic Energy Charge. 12 Holdings shall have the sole discretion to determine the rate charged per kWh for Electricity provided to the City for electric service to the Municipal Utility Customers within the First Municipal Utility Service Area ("Basic Energy Charge"). The rate for additional Municipal Utility Service Areas will be determined by 12 Holdings based on the Generation Facilities used to serve those areas and shall be identified in the Service Notice for those additional Municipal Utility Service Areas.

6.2.2 Rate Adjustments. 12 Holdings reserves the right to adjust the Basic Energy Charge at its discretion to account for changes in the cost of generation, market conditions, or other factors that impact the cost of providing Electricity to the Municipal Utility Customers. 12 Holdings shall provide the City with written notice of any rate adjustments at least thirty (30) days prior to the effective date of such adjustments.

6.2.3 Minimum Payment. In recognition of serving the Municipal Utility Service Area, 12 Holdings may, at its discretion, establish a minimum monthly charge following the Commencement Notice.

The amount of the minimum monthly charge, if any, shall be determined by 12 Holdings and communicated to the City in writing.

6.3 Invoice for Energy Services.

Payment to the City shall be accomplished via transactions associated with the Controlled Account, as described in Section 6.5. Payment from the City through the Controlled Account is due within forty-five (45) days of the date of the Invoice (“Due Date”).

If any portion of an Invoice is in dispute, the City shall not be responsible for paying the disputed amount until the dispute is resolved. The City shall promptly notify 12 Holdings of the basis for the dispute. Disputes shall be subject to resolution pursuant to Article 14. Upon resolution of any dispute, any refund, if applicable, shall be paid within twenty (20) days.

Late payments and refunds shall accrue interest at a per annum rate equal to the lesser of: (i) ten percent (10%) or (ii) the maximum rate permissible under Applicable Law.

6.4 Records and Audits.
12 Holdings shall maintain all records pertaining to its performance of services under this Agreement (including but not limited to all billings, costs, and metering) sufficient to verify all costs claimed to have been performed (including Electricity delivered) pursuant to this Agreement for a period of not less than two (2) years following payment made by the City for such billing period, and such records shall be subject to examination upon the City’s reasonable request.

6.5 Escrow Arrangement.

Payments under this Agreement to the City from 12 Holdings shall be made from a controlled account that is (a) established prior to any sale of Electricity from 12 Holdings to the City for the purpose of collecting payments from Municipal Utility Customers to the City, as the Municipal Utility, and remitting payments from the City to 12 Holdings, and (b) established pursuant to an account control agreement and any other necessary agreement(s) required to establish the controlled account (“Escrow Account”).

6.5.2 Operation of the Escrow Account.
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A. Except as otherwise provided in this Agreement or the Controlled Account agreements, 12 Holdings shall retain ownership of the Controlled Account Balance, subject to the remittance of the City's portion as described in Section 5.4.1; B. All payments by the Municipal Utility Customers for electric service in the Municipal Utility Service Area pursuant to the Retail Service Agreements with 12 Holdings shall be remitted directly into the Controlled Account;
C. The Controlled Account must maintain the Minimum Controlled Account Balance for the duration of the existence of the Controlled Account, and 12 Holdings shall replenish the Controlled Account as necessary to maintain the Minimum Controlled Account Balance pursuant to the Controlled Account agreements. If all Controlled Account obligations are met and the Minimum Controlled Account Balance is maintained, funds in the Controlled Account in excess of the Minimum Controlled Account Balance may be distributed to 12 Holdings, provided that 12 Holdings remits to the City the greater of either:
a. 5% of the total net revenue, or
b. up to $15million per year, whichever is greater.

D. The Controlled Account agreements will provide for a process of receiving and allocating any termination fees associated with termination of the Retail Service Agreements, which shall also be remitted directly into the Controlled Account and then paid to 12 Holdings, subject to the remittance of the City's portion as described in Section 5.4.1.

6.6 Duty to Implement Collection and Disconnection Activities. 12 Holdings shall establish a rule as part of the Utility Rates and Rules, consistent with similar rules adopted by POUs, by which 12 Holdings may disconnect electric service to any Municipal Utility Customer that is delinquent on its payment beyond prescribed times set forth in the Utility Rates and Rules, subject to proper notices. 12 Holdings shall enforce the rule and disconnect electric service as allowed under the rule.

ARTICLE 7 - DEFAULT AND REMEDIES

7.1 Events of Default.

In the event of a Party’s breach of any payment obligation hereunder or any material breach of any representation, warranty, covenant, obligation, or other term of this Agreement, the non-defaulting Party shall provide the defaulting Party with written notice of the default, which notice shall describe the default in reasonable detail. From receipt of written notice of default, the defaulting Party shall have ten (10) days to cure any payment default and sixty (60) days to cure any other material breach or default; provided, however, with respect to non-payment defaults, the cure period shall be extended, so long as the defaulting Party has begun curative action and is continuing to proceed diligently, using commercially reasonable efforts, to complete such curative action. It shall be an event of default by a Party if such Party fails to cure any such breach within the applicable cure period provided for in this section.

7.2 Other Events of Default.

In addition to the foregoing, with respect to a Party, it shall be an event of default (“Event of Default”) if:

A. such Party admits in writing to its inability to pay its debts as they become due; B. such Party files a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other Applicable Law or statute of the United States of America or any state, district or territory thereof;
C. such Party makes an assignment for the benefit of creditors; 296
D. such Party consents to the appointment of a receiver, or has a receiver appointed by a court of competent jurisdiction, of the whole or any substantial part of its assets; E. such Party has a petition in bankruptcy filed against it, and such petition is not dismissed within ninety (90) days of such filing.

7.3 12 Holdings Remedies.

As further described in Section 8.2.3, following the issuance of the first Commencement Notice, if an Event of Default by the City has occurred and is continuing, then following the expiration of any applicable cure period, 12 Holdings may, in its discretion: (a) suspend its performance under this Agreement without liability to the City, including providing Electricity from the Generation System, (b) collect on any amounts due and/or (c) terminate this Agreement. Upon any such 12 Holdings election to terminate this Agreement, the City shall pay the City Early Termination Fee to 12 Holdings within thirty (30) calendar days, upon which full payment this Agreement will be terminated. 12 Holdings’s remedies set forth in this section shall be cumulative and not exclusive; provided, however, 12 Holdings’s sole and exclusive remedy under this Agreement if it chooses to terminate this Agreement pursuant to this Section 7.3 shall be payment by the City to 12 Holdings as liquidated damages, and not a penalty, of the sum of the City Early Termination Fee, and any and all other amounts then owed by the City to 12 Holdings under this Agreement as of the date of termination as set forth above. Prior to the first Commencement Notice, if an Event of Default by the City has occurred and is continuing, 12 Holdings may pursue all remedies or damages at law or in equity against the City, subject to the terms of this Agreement.

7.4 City Remedies.

As further described in Section 8.2.2, if an Event of Default by 12 Holdings has occurred and is continuing, then following the expiration of any applicable cure period, the City may, in its discretion: (a) suspend its performance under this Agreement and/or (b) terminate this Agreement. The City may pursue all other remedies or damages at law or in equity against 12 Holdings, subject to the terms of this Agreement.

ARTICLE 8 -TERMINATION

8.1 Termination Upon Expiration of the Term.

The Electricity supply period under this Agreement commences on the date set forth in the first Commencement Notice and continues for the duration of the Initial Term and any Renewal Terms, unless earlier terminated as expressly provided.

8.2 Early Termination Rights.

8.2.1 Termination Due to Inability to Raise Funds 12 Holdings may terminate this Agreement without penalty or any fees if they are unable to raise the necessary funds for the project. To exercise this right, the following conditions must be met:

A. 12 Holdings shall deliver written notice to the City indicating their intention to terminate the Agreement due to their inability to secure funding for the project.

B. The termination shall be effective immediately upon the City’s receipt of such notice.

C. 12 Holdings shall not be obligated to pay any fees, surcharges, or liquidated damages as a result of this termination.

D. Upon termination under this section, 12 Holdings shall have the right, at its sole discretion, to either (a) remove and retain all Generation System and Distribution System assets, or (b) transfer ownership of the Generation System and Distribution System assets to the SCE 297
at a price mutually agreed upon by the Parties. If 12 Holdings elects to remove and retain the assets, it shall do so within a commercially reasonable time frame and shall bear all costs associated with such removal. If 12 Holdings elects to transfer ownership of the assets to the City, the Parties shall negotiate in good faith to determine a fair market value for the assets and execute all necessary agreements to effectuate such transfer.

8.2.2 Termination for 12 Holdings’s Default.

The City may terminate this Agreement if 12 Holdings is in material default under Article 7 and fails to cure such default within the applicable cure period. To terminate this Agreement as provided in this section, all the following conditions shall be satisfied:

A. The City shall have provided the default notices required under Article 7; B. 12 Holdings shall have not cured its Default within the cure period pursuant to Article 7;
C. The City shall have delivered written notice to 12 Holdings indicating the City’s intention to terminate this Agreement because of 12 Holdings Default; D. Within fifteen (15) business days after receipt by 12 Holdings of the City’s written notice indicating the City’s intention to terminate this Agreement because of 12 Holdings Default, 12 Holdings shall have an additional thirty (30) business days to cure its Default;
E. If 12 Holdings fails to cure its Default within the period indicated above, the City shall have the right to deliver to 12 Holdings termination notice for 12 Holdings’s default, designating a day, no earlier than the day such notice is deemed to be received and no later than twenty (20) days after such notice is received by 12 Holdings, as the termination date of this Agreement.

F. Upon termination for 12 Holdings's default, the City shall have the right, at its sole discretion, to either (a) require 12 Holdings to remove all Generation System and Distribution System assets at 12 Holdings's sole cost, or (b) take ownership of the Generation System and Distribution System assets at no cost to the City. If the City elects to take ownership of the assets, the Parties shall execute all necessary agreements to effectuate such transfer.

G. Notwithstanding the foregoing, the City shall have the right to terminate this Agreement immediately upon written notice if the City determines, based upon substantial and credible evidence, that Baker Energy, 12 Holdings, Good 3nergy, or any of their respective owners, officers, directors, employees, agents, representatives, consultants, affiliates, or associates has directly or indirectly offered, promised, authorized, paid, or provided any money, compensation, gift, gratuity, kickback, thing of value, or other benefit to any past, present, or future elected official, appointed official, employee, representative, or agent of the City of California City for the purpose of influencing the negotiation, approval, execution, administration, or performance of this Agreement or any transaction contemplated hereby.

This provision shall not apply to compensation expressly authorized by law, lawful campaign contributions made in compliance with applicable law, or payments made pursuant to written agreements approved by the City. The rights granted under this subsection are cumulative and shall not limit any other rights or remedies available to the City under this Agreement or applicable law.

8.2.3 Termination for the City’s Default.
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12 Holdings may terminate this Agreement if the City is in material default under Article 7 and fails to cure such default within the applicable cure period. To terminate this Agreement as provided in this section, all the following conditions shall be satisfied:

A. 12 Holdings shall have provided the default notices required under Article 7; B. The City shall have not cured its Default within the cure period pursuant to Article 7; C. 12 Holdings shall have delivered written notice to the City indicating 12 Holdings’s intention to terminate this Agreement because of the City’s Default; D. Within fifteen (15) business days after receipt by the City of 12 Holdings’s written notice indicating 12 Holdings’s intention to terminate this Agreement because of the City’s Default, the City shall have an additional thirty (30) business days to cure its Default; E. If the City fails to cure its Default within the period indicated above, 12 Holdings shall have the right to deliver to the City termination notice for the City’s default, designating a day, no earlier than the day such notice is deemed to be received and no later than twenty (20) days after such notice is received by the City, as the termination date of this Agreement.

F. Upon termination for the City's default, 12 Holdings shall have the right, at its sole discretion, to either (a) remove and retain all Generation System and Distribution System assets, or (b) transfer ownership of the Generation System and Distribution System assets to the City at a price mutually agreed upon by the Parties. If 12 Holdings elects to remove and retain the assets, it shall do so within a commercially reasonable time frame and shall bear all costs associated with such removal. If 12 Holdings elects to transfer ownership of the assets to the City, the Parties shall negotiate in good faith to determine a fair market value for the assets and execute all necessary agreements to effectuate such transfer.

ARTICLE 9 - NOTICES

9.1 Notices.

Unless the Agreement specifically requires otherwise, any notice, demand, or request provided for in this Agreement, or served, given, or made in connection with it, must be in writing and will be deemed properly served, given, or made if delivered (a) in person, (b) sent by registered or certified mail, postage prepaid, or by an internationally recognized overnight courier service that provides a receipt of delivery, or (c) sent by electronic mail, in each case, to the Parties at the address specified below:

If to the City: City of California City
21000 Hacienda Blvd
California City, California 93505
Attention: Christopher Lopez
Phone: 760.373.7170
Email: [email protected]
If to 12 Holdings: 12 Holdings Commercial, LLC
36 E Jackson Street
Orlando, FL 32801
Attention: Christopher M. Whitt
Phone: 407-413-1144
Email: [email protected]
If to Baker: 12 Holdings
140 Diamond Creek Place
Roseville, CA 95747
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Attention: Johnnie B. Baker, Jr.

Phone: 916.740.4550
Email: [email protected]
ARTICLE 10 - REPRESENTATIONS AND WARRANTIES

10.1 Authorization; Enforceability.

Each Party represents and warrants to the other Party as of the Effective Date that: (a) such Party is duly organized, validly existing, and in good standing under the laws of the state of its formation; (b) the execution and delivery by such Party of, and the performance of its obligations under, this Agreement has been duly authorized by all necessary councils, governing boards, corporate, municipal, or similar action, does not and will not require any further consent or approval of any other Person, and does not contravene any provision of, or constitute a default under, such Party’s organizational documents (including any organic statutes or ordinances), any indenture, mortgage, or other material agreement binding on such Party, or any valid order of any court, regulatory agency, or other body having authority to which such Party is subject; (c) this Agreement constitutes the legal and valid obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, bank moratorium, or similar laws relating to or affecting creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law; and (d) 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 would affect its ability to carry out the transactions contemplated herein.

10.2 Sovereign Immunity.

The City represents, warrants, and covenants that, with respect to its contractual obligations under this Agreement, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from suit, jurisdiction of court, relief by way of injunction, order for specific performance or recovery of property, attachment of assets, or execution or enforcement of any judgment.

10.3 Compliance.

Each Party covenants to comply with all Applicable Laws. 12 Holdings further covenants that, during the Term, 12 Holdings shall operate and maintain the Generation System consistent with Prudent Industry Practice.

10.4 Change in Law.

In the event of a Change in Law following the Effective Date that (a) materially and adversely affects 12 Holdings’s costs of installing or operating the Generation System, or (b) otherwise materially impacts the ability of 12 Holdings to perform its obligations or receive the economic benefits contemplated under this Agreement, then 12 Holdings may so notify the City in writing of such Change in Law. Within thirty (30) days following receipt by the City of such notice, 12 Holdings and the City will meet and attempt in good faith to negotiate such amendments to this Agreement as are reasonably necessary to preserve the allocation of economic benefits and burden originally intended by the Parties under this Agreement. If the Parties are unable, despite good faith efforts, to agree upon such amendments within sixty (60) days thereafter, 12 Holdings may terminate this Agreement without either Party having further liability under this Agreement, except with respect to liabilities accrued prior to the date of termination. 300
ARTICLE 11 - INDEMNIFICATION

11.1 Indemnity by 12 Holdings.

To the fullest extent permitted by Applicable Law, 12 Holdings shall indemnify, defend, and hold harmless the City and its elected officials, officers, agents, and employees from and against any and all claims, actions, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees, expert fees, and litigation costs) arising out of or relating to the development, installation, operation, maintenance, or replacement of the Generation and Distribution Systems under this Agreement, to the extent caused by the willful misconduct or gross negligence of 12 Holdings, its Affiliates, or its respective directors, officers, agents, or employees. This indemnity shall not apply to claims arising solely from the willful misconduct or gross negligence of the City or its agents. 12 Holdings shall bear all costs incurred by the City in enforcing this indemnification, including reasonable attorneys’ fees.

ARTICLE 12 - ASSIGNMENT

12.1 Assignment.

Except as provided in Section 12.2, neither Party may assign its rights and obligations under this Agreement ("Assigning Party") without the prior written consent of the other Party ("Non-Assigning Party"), which consent may not be unreasonably withheld, conditioned, or delayed, provided that the proposed assignee:
(a) is, at the time of such assignment, of equal or greater creditworthiness than was the Assigning Party as of the Effective Date, such creditworthiness to be established at the reasonable discretion of Non-Assigning Party; (b) assumes in writing all obligations of the Assigning Party hereunder, to the extent the same continues to survive; and (c) the Assigning Party delivers such information as may be reasonably requested by the other Party to confirm that the proposed assignment will not adversely affect the enforceability or tax treatment of this Agreement. This provision applies to both residential and commercial assignments.

12.2 Assignment by 12 Holdings without Consent.

Notwithstanding Section 12.1, the City agrees that 12 Holdings may, with prior written notice to the City, assign, transfer, charge, or otherwise encumber its rights, interests, benefits, and obligations under this Agreement in whole or in part and without the City’s consent to: (a) any Affiliate or subsidiary of 12 Holdings; (b) any Person succeeding to all or substantially all of the assets of 12 Holdings; and (c) a lender, directly or collaterally in connection with any financing transaction entered into by 12 Holdings, as provided further in Section 4.6. Any direct assignment of rights or obligations under this Agreement pursuant to this section shall release 12 Holdings from the assigned right or obligation so long as such assigned right or obligation is assumed in writing by the assignee. Any collateral assignment of this Agreement pursuant to this section shall not release 12 Holdings from its obligations or liabilities under this Agreement. The City agrees to promptly (but in any event no later than seven (7) calendar days after requested by 12 Holdings) execute (or cause the appropriate third party to execute, as applicable) any consents, estoppels, subordination, and non-disturbance agreements, or other documents related to such financing transaction assignment as may be reasonably required by Purchaser or lender.

12.3 Subcontractors – No Assignment.
12 Holdings may engage contractors or subcontractors to provide services or supplies under this Agreement, provided that no such contract or subcontract shall relieve 12 Holdings of any of its duties or obligations under this Agreement.

ARTICLE 13 - FORCE MAJEURE
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13.1 Force Majeure.

A Party claiming relief due to Force Majeure ("Claiming Party") shall: (a) notify the other Party in writing within five (5) business days of a Force Majeure condition preventing such Party's performance, (b) exercise all reasonable efforts to minimize delay or damage caused by such Force Majeure event, (c) notify the other Party in writing of the cessation or termination of the Force Majeure event, and (d) resume performance of its obligations hereunder as soon as practicable thereafter. Failure to provide timely Notice constitutes a waiver of a Force Majeure claim. The suspension of performance due to a claim of Force Majeure must be of no greater scope and of no longer duration than is required by the Force Majeure event.

In the event of a prolonged Force Majeure event, such as a pandemic, that significantly delays the project, the Parties shall meet and confer in good faith to discuss potential modifications to the project schedule or other terms of the Agreement as reasonably necessary to address the impact of the Force Majeure event.

The occurrence of a Force Majeure event shall not excuse the City's payment obligations.

ARTICLE 14 - DISPUTE RESOLUTION

14.1 Informal Resolution.

The Parties shall make a good faith attempt to resolve any and all controversies, claims, disagreements, or disputes between the Parties arising out of or related to the performance of this Agreement, or the alleged breach, termination, or invalidity hereof (“Dispute”). In the event of any Dispute, either Party may give notice to the other Party invoking the provisions and process set forth in this article. Within seven (7) days of the Dispute notice, each Party shall designate a senior officer who is authorized to resolve the Dispute. The designees shall meet in person, telephonically, or otherwise at a mutually agreed time and place no later than fifteen (15) days after notice of the Dispute was initially delivered. Fifteen (15) days after the meeting of senior officers, either Party may then, by notice to the other, submit the Dispute to binding arbitration pursuant to Section 14.2.

14.2 Arbitration.

Any dispute not otherwise resolved pursuant to the foregoing meeting of the Executive Parties shall be submitted to final and binding arbitration. Such arbitration shall take place before a neutral, mutuallyselected arbitrator, pursuant to the procedural rules of the American Arbitration Association. The venue for such arbitration shall be Los Angeles, California, or other mutually agreeable venue. Each party will be responsible for its own attorneys’ fees and associated costs.

14.3 Governing Law.

This Agreement and all questions concerning the performance of this Agreement will be interpreted, construed, and enforced in all respects in accordance with applicable laws of the State of California, without reference to rules relating to choice of law.

ARTICLE 15 - MISCELLANEOUS

15.1 Non-Waiver.

The failure, delay, or forbearance by either Party to exercise any of its rights or remedies under this Agreement or to provide written notice of any default to a defaulting Party shall not constitute a waiver of such rights or remedies. No Party shall be deemed to have waived any right or remedy provided hereunder 302
unless it has made such waiver specifically in writing. The waiver by either Party of any default or breach of any term, condition, or provision hereof shall not be deemed to be a waiver of any subsequent breach of the same term, condition, or provision, or any other term, condition, or provision hereof.

15.2 Severability.

Any provision in this Agreement that is or becomes invalid, illegal, or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

15.3 Survival.

Any provision of this Agreement that expressly or by implication comes into or remains in full force following the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

15.4 Interpretation.

Unless the context of the Agreement otherwise requires: (a) references to articles, sections, paragraphs, clauses, annexes, appendices, or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, or exhibits in this Agreement; (b) the headings, subheadings, and table of contents used in this Agreement are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect the meaning, construction, or effect of any provision thereof; (c) references to any Person (including a Party, whether specifically or generically) shall include such Person (or Party), and its successors and permitted assigns and transferees; (d) reference to any agreement means such agreement as amended, supplemented, or otherwise modified from time-to-time in accordance with the applicable provisions thereof; (e) references to any law includes any amendment or modification to such law and any rules or regulations issued thereunder, or any Applicable Law enacted in substitution or replacement thereof; (f) references to “days” shall mean calendar days, unless the term “Business Days” is used; (g) if the time for performing an obligation under this Agreement expires on a day that is not a Business Day, the time shall be extended until that time on the next Business Day; and (h) references to time are references to the time in effect in the Pacific time zone.

15.5 Binding Effect.

This Agreement and its rights, privileges, duties, and obligations shall insure to the benefit of and be binding upon each of the Parties hereto, together with their respective successors and permitted assigns.

15.6 No Partnership.

This Agreement is not intended, and shall not be construed, to create any association, joint venture, agency relationship, or partnership between the Parties or to impose any such obligation or liability upon either Party. Neither Party shall have any right, power, or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other Party.

15.7 No Third-Party Beneficiaries.

This Agreement is solely for the benefit of the Parties hereto and no right or cause of action shall accrue by reason hereof for the benefit of any third party not a Party hereto.

15.8 Counterparts.

This Agreement may be executed in counterparts, which shall together constitute one and the same 303
agreement.

15.9 Further Assurances.

Upon the receipt of a written request from a Party, each Party shall execute such additional documents, instruments, estoppels, and assurances, and take such additional actions, as are reasonably necessary and desirable to carry out the terms and intent hereof, including, without limitation, in connection with the design, installation, operation, maintenance, or financing of the Generation System. Neither Party shall unreasonably withhold, condition, or delay its compliance with any reasonable request made pursuant to this section.
[Signatures on the following page]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date set forth below.

CITY OF CALIFORNIA CITY, a California municipal corporation and general law city organized and operating under the laws of the State of California
California City
By: ____________________________________________
Title: _________________________________
Date: _________________________________
Signature: ____________________________
12 Holdings, LLC, a California Limited Liability Company By: _________________________________
Title: _________________________________
Date: _________________________________
Signature: ____________________________
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EXHIBIT A

DEFINITIONS OF THE AGREEMENT

1. DEFINITIONS.
"Additional Service Confirmation" means the written document executed for each additional Municipal Utility Service Area confirming the inclusion of the additional Municipal Utility Service Area under this Agreement as further provided in Section 3.5.
"Affiliate" means, when used with reference to a specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with the specified Person. As used in this Agreement, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management policies or activities of a person, whether through ownership or voting securities, by contract or otherwise. "Agreement" means this Energy Services and Municipal Utility Agreement, including all attachments and appendices, and as provided in the Preamble and further defined in Section 1.4. "Applicable Law" means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority. "Assigning Party" means the Party assigning its rights and obligations under this Agreement with the prior written consent of the other Party as further provided in Section 12.1. "12 Holdings, LLC" means 12 Holdings, LLC, a California limited liability company. "Base Rate" means the charge per kWh for Electricity provided by 12 Holdings to the City as determined by 12 Holdings and as further provided in Section 6.2.1. "Basic Energy Charge" means the rate charged per kWh for Electricity provided to the City for electric service to the Municipal Utility Customers within the First Municipal Utility Service Area, as determined by 12 Holdings and further provided in Section 6.2.1.
"Business Day" means a day other than a Saturday, Sunday, or any day banks in California are required or permitted to be closed.
"Capacity" means (i) with respect to a generating facility, the ability of such facility at any given time to produce energy at a specified rate as measured in MW or kW and any report rights thereto, and (ii) with respect to an energy storage facility, the ability of such facility at any given time to charge and discharge energy at a specified rate as measured in MW or kW and any reporting rights thereto. "Change in Law" means (i) the enactment, adoption, promulgation, modification, or repeal after the Effective Date of any Applicable Law or regulation, (ii) the imposition of any material conditions on the issuance or renewal of any applicable permit after the Effective Date, or (iii) a change in any utility rate schedule or tariff approved by any Governmental Authority, which is binding on a Party, the Municipal Utility System, or any of the products sold from the Municipal Utility System. "City" means City of California City, a California municipal corporation and general law city organized and operating under the laws of the State of California.
"City Council" means the City Council serving as the governing body of the City of California City. 306
"City Early Termination Fee" means payment in the amount equal to 12 Holdings's capital investment in the Generation System as of the date of the City's early termination, plus any and all outstanding amounts due by the City to 12 Holdings under this Agreement and other existing contracts and agreements as of the termination date, including but not limited to development fees, plus a twenty percent (20%) surcharge over all Generation System costs and expenses as liquidated damages (but not penalty) as further provided in Section 8.2.1.
"Claiming Party" means a Party claiming relief due to Force Majeure. "Commencement Notice" means the Notice setting forth the date upon which the Electricity supply period pursuant to this Agreement commences.
"Contract Capacity" means the maximum capacity associated with the Generation System as further provided in Section 3.6.
"Controlled Account" means a controlled account that is (i) established prior to any sale of Electricity from 12 Holdings to the City for the purpose of collecting payments from Municipal Utility Customers to the City, as the Municipal Utility, and remitting payments from the City to 12 Holdings, and (ii) established pursuant to an account control agreement and any other necessary agreement(s) required to establish the controlled account as further provided in Section 6.5.
"Controlled Account Balance" means the funds provided to the Controlled Account net of any payments owed to 12 Holdings, as described further in Section 6.5.2. "Deliverability Notice" means the notice providing reasonable advance notice of the expected date on which 12 Holdings anticipates that the Generation System will be operational and ready to provide Electricity to the Distribution System for delivery to the Municipal Utility Customers. "Delivery Point(s)" means the physical connection points for delivery of Contracted Energy. "Dispute" means disputes between the Parties arising out of or related to the performance of this Agreement, or the alleged breach, termination, or invalidity of the Agreement. "Distribution Services Costs" means the costs the City pays to 12 Holdings for construction, installation, operation, maintenance, and repair of the Distribution System, as further provided in Section 5.3.1. "Distribution System" means the distribution facilities necessary to transmit and deliver electricity from the Delivery Point(s) to end-use customers in the Municipal Utility Service Area(s) and as further described in Section 5.3.
"Distribution System Notice" means a written request from the City to 12 Holdings to provide services on behalf of the City related to the construction, installation, operation, maintenance, and repair of the Distribution System as further provided in Section 5.3.1. "Due Date" means the date by which payment must be made by the City to 12 Holdings through the Controlled Account as further provided in Section 6.3.
"Early Termination Date" means a day no earlier than the day the Termination Notice is deemed to be received and no later than twenty (20) days after the Termination Notice is received by 12 Holdings, set as an early termination date of the Agreement, as described in Section 8.2.1(d). 307
"Effective Date" means the date provided in Section 2.1. "Electricity" means electrical energy produced by the Generation System and provided through the Distribution System to Municipal Utility Service Areas. "Event of Default" means a Party's breach of any payment obligation hereunder or any material breach of any representation, warranty, covenant, obligation, or other term of this Agreement as further provided in Section 7.1 and Section 7.2.
"First Municipal Utility Service Area" means the area as described in Section 3.2. "Force Majeure" means a cause or event that (i) delays or prevents a Party from timely performing any material obligation under this Agreement, (ii) is not within the reasonable control of, and without the fault or negligence of the Party claiming Force Majeure, and (iii) by the exercise of due diligence and acting in accordance with Prudent Industry Practices the affected party is unable to overcome or avoid. Provided the event meets all of the criteria described above, Force Majeure may include, without limitation: acts of God, sudden actions of the elements such as floods, earthquakes, hurricanes, blizzards, volcanic activity, or tornadoes; severe weather; high winds of sufficient strength or duration to materially damage the System or significantly impair its operation for a period of time longer than normally encountered in similar businesses under comparable circumstances; lightning; ice storms; sabotage; vandalism; cyber-attack; terrorism; war; riots; fire; explosion; blockades; insurrection; pandemic; any actions or inactions by any Governmental Authority that prohibit or prevent the transactions contemplated hereby or would cause such transactions to be a violation of law or regulation (in the case of Force Majeure claimed by Purchaser, other than any actions or inactions by the Purchaser in its governmental or regulatory capacity); and condemnation of any portion of the Site by any governmental entity other than any condemnation caused by the Purchaser. Without limiting the generality of the definition of Force Majeure set forth above, in no event shall any of the following constitute a Force Majeure event: (i) to the extent not caused by an event of Force Majeure, Purchaser's inability to receive, use, resell, or otherwise make economic use of the Contracted Energy in the agreed upon quantity following its delivery to the Delivery Point, (ii) the failure by 12 Holdings to obtain Permits or approvals of any type to construct, operate or maintain the System or to construct, operate or maintain the System in accordance with this Agreement, except to the extent such failure was itself caused by an event of Force Majeure; (iii) Purchaser's economic inability to pay amounts due to 12 Holdings, delays in or inability of a Party to obtain financing, or other economic hardship of any kind; (iv) 12 Holdings's ability to sell energy at prices in excess of those provided in this Agreement, or Purchaser's ability to purchase any energy at prices less than those provided in this Agreement. "12 Holdings" means 12 Holdings Commercial, LLC, a Wyoming Limited Liability Company and affiliate of 12 Holdings.
"Generation System" means the energy generation resources, as more fully described with reference to Section 4.1.2 and Section 4.1.3.
"Governmental Authority" means any federal, state, regional, city, or local government, any intergovernmental association or political subdivision thereof, or other governmental, regulatory or administrative agency, court, commission, administration, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal or other governmental authority, or any Person acting as a delegate or agent of any Governmental Authority. The term "Governmental Authority" shall not include Purchaser.
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"Initial Term" means a period of one hundred (100) years after the date set forth in the Commencement Notice unless and until terminated earlier pursuant to the provisions of this Agreement and as provided in Section 2.2.
"Invoice" means the documentation of the amount of Electricity delivered to the City and the Basic Energy Charge, together with any Minimum Payment, if applicable, for the billing period including any bill or statement that describes current charges due.
"Memorandum of Understanding" or "MOU" means the Memorandum of Understanding entered between the City and 12 Holdings, dated September 27, 2020. "Meter(s)" means the system of standard revenue grade meters to measure Electricity that is delivered to the City at Delivery Point(s) as further provided in Section 4.6. "Minimum Controlled Account Balance" means the minimum balance that must be maintained in the Controlled Account, as specified in Exhibit H.
"Minimum Payment" means the minimum monthly payment the City will pay to 12 Holdings to ensure that the Generation System has sufficient capacity to serve the First Municipal Utility Service Area, as determined by 12 Holdings and further described in Section 6.2.3. "Municipal Utility" means the municipally-owned electric utility in the City, as authorized by the City Manager and established by Resolution 11-19-2811 and provided for in Recital A. "Municipal Utility Customers" means any and all end-users of Electricity provided by the Municipal Utility System.
"Municipal Utility Service Area" means areas in the City that have been designated for the proposed development due to constraint and uncertain availability and quality of electric service and as further provided in Exhibit B.
"Municipal Utility System" means the combination of the Generation System and Distribution System serving a Municipal Utility Service Area.
"Non-Assigning Party" means the Party providing its written consent to the Assigning Party to assign its rights and obligations under this Agreement as further provided in Section 12.1. "Off-Taker" means any entity, including but not limited to commercial, industrial, and residential consumers, that purchases Electricity from the Municipal Utility. "Parties" means The City and 12 Holdings collectively. "Party" means the individual reference to The City or 12 Holdings.
"Permit" means all applications, permits, licenses, franchises, certificates, concessions, consents, authorizations, approvals, registrations, orders, filings, entitlements and similar requirements of whatever kind and however described which are required to be obtained or maintained by any Person with respect to the development, siting, design, acquisition, construction, equipping, financing, ownership, possession, start-up, testing, operation or maintenance of the Municipal Utility System, the production and delivery to the Delivery Point(s) of Contracted Capacity and Capacity or any other transactions or matter contemplated by this Agreement and as further provided in Section 4.2.2. 309
"Permitted Extension" means day-for-day extensions to the Precedent Date for reasons specified in Section 2.4.3.
"Permitting Delay" means 12 Holdings's inability, while using commercially reasonable efforts, to obtain Permits necessary for the construction, installation, operation, and maintenance of the Generation System, as described in Section 2.4.3(a).
"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity. "POU" means a local publicly owned electric utility, as defined in Public Utilities Code section 224.3. "Precedent Date" means the date by which conditions precedent must be satisfied or waived as further provided in Section 2.4.2.
"Prudent Industry Practice" means the practices, methods, and acts that are commonly engaged in or approved by a significant portion of the applicable power generation industry in the Western United States under prudent engineering and operations to design, construct, operate, and maintain electric equipment lawfully and with safety, reliability, dependability, efficiency, and economy. Prudent Industry Practice is not intended to be limited to the optimum practices, methods, or acts, to the exclusion of all others, but rather is a spectrum of possible practices, methods, or acts, generally accepted in the Western United States and consistently adhered to by 12 Holdings.
"Renewal Term" means an additional period of fifty (50) years following the expiration of the Initial Term as further provided in Section 2.3.
"Retail Service Agreement" means the City-drafted agreement that includes the rates, rules, conditions, and requirements for electric service to Municipal Utility Customers and further provided in Section 5.2.1 and Exhibit I.
"Service Notice" means the written notice delivered by 12 Holdings to the City specifying the scope and characteristics of electric service to be provided by the Generation System and as provided in Section 3.6. "Term" means the Initial Term and each Renewal Term collectively. "Term Sheet" means the document executed by the City and 12 Holdings, dated May 12, 2021. "Termination Fee Receipt Confirmation" means the notice 12 Holdings provides to the City following receipt by 12 Holdings of the City's intention to terminate the Agreement, as provided in Section 8.2.1(c). "Termination Notice" means the written notice to 12 Holdings designating a day as an early termination date of this agreement as further provided in Section 8.2.1(a)(iv). "Utility Rates and Rules" means the terms and conditions specified by 12 Holdings for billing and collection from Municipal Utility Customers, as provided in Section 5.4.1. 310

EXHIBIT B

DESCRIPTION OF MUNICIPAL UTILITY SERVICE AREAS

1. First Municipal Utility Service Area.

A. Location: Approximately 160 acres, west of Neuralia Road and north of Mendiburu Road, California City.

B. Description of Commercial Activity: Various off-takers across different industries, including but not limited to commercial, industrial, and residential consumers.

C. Assessor Parcel Numbers Within Municipal Utility Service Area: 302-310-16 D. Excluded Properties: None
E. Estimated Initial Electric Load: 250 MWs
F. Estimated Full Electric Load: Up to 5 GW

2. Additional Municipal Utility Service Areas.

A. Process for Identification: The City and 12 Holdings shall meet regularly and as reasonably required to identify additional areas within California City that may be served by the Municipal Utility System. The Parties shall consult and cooperate to determine the suitability of potential areas based on electrical demand, economic development opportunities, and other relevant factors.

B. Documentation: For each additional Municipal Utility Service Area, the City and 12 Holdings shall execute a written document describing the area. The document shall include the following information:
a. Location and boundaries
b. Description of commercial or residential activities
c. Assessor parcel numbers within the area
d. Excluded properties, if any
e. Estimated initial and full electric load
C. Incorporation into Agreement: Once executed, the written document describing the additional Municipal Utility Service Area will be included as an element of Exhibit B.

3. General Requirements for Municipal Utility Service Areas.

A. Characteristics:
a. The Municipal Utility Service Areas shall be selected to address constraints and uncertain availability and quality of electric service. b. Areas shall be suitable for the deployment of the Generation System and Distribution System to meet the electrical demands of the designated off-takers. 311
B. Permits and Approvals: The City shall assist 12 Holdings in obtaining necessary permits and approvals for the construction, installation, operation, and maintenance of the Generation System and Distribution System within the Municipal Utility Service Areas.

C. Exclusivity: 12 Holdings shall have the exclusive right to install, operate, and maintain the Generation System and Distribution System within the identified Municipal Utility Service Areas, as described in the Agreement.

D. Expansion and Development: The Parties shall work cooperatively to facilitate the expansion and development of the Municipal Utility System to meet the growing needs of the community and to enhance the reliability and sustainability of electric service.

E. Renewable and Clean Energy Technologies: The Generation System within each Municipal Utility Service Area shall promote the use of renewable and clean energy technologies, ensuring redundancy and reliability of electric service.

4. Deliverability and Commencement Notices.

A. Deliverability Notice: With respect to each Municipal Utility Service Area, 12 Holdings shall develop and deliver a Deliverability Notice providing reasonable advance notice of the expected date on which the Generation System will be operational and ready to provide Electricity to the Distribution System for delivery to the Municipal Utility Customers.

B. Commencement Notice:

The Parties shall cooperate in mutually developing a Commencement Notice acknowledging that:
a. The Municipal Utility System for the respective Municipal Utility Service Area has been completed.
b. 12 Holdings is ready to commence delivery of Electricity from the Generation System.
c. The City is ready to receive Electricity from 12 Holdings and commence delivery to the Municipal Utility Customers.
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EXHIBIT C

ADDITIONAL SERVICE CONFIRMATIONS

1. General.

The following Additional Service Confirmations outline the terms and conditions for additional Municipal Utility Service Areas identified and mutually agreed upon by the City and 12 Holdings.

Each Additional Service Confirmation shall confirm the inclusion of the additional Municipal Utility Service Area under this Agreement and provide for any additional or modified terms and conditions pertaining to electric service to the respective Municipal Utility Service Area.

2. Contents of Additional Service Confirmations.

Each Additional Service Confirmation shall include the following information:

A. Identification of the Municipal Utility Service Area:
a. Location and boundaries of the additional Municipal Utility Service Area. b. Assessor parcel numbers within the additional Municipal Utility Service Area.

B. Description of Commercial or Residential Activities: Description of the types of offtakers and the nature of their activities within the additional Municipal Utility Service Area.

3. Estimated Electric Load:

A. Initial estimated electric load.

B. Full estimated electric load upon complete build-out.

4. Generation System Specifications:

A. Description of the Generation System, including the technology, size, and location.

B. Contract Capacity for the additional Municipal Utility Service Area.

C. Any limitations on service and exceptions to service.

5. Distribution System Specifications:

Description of the Distribution System required to deliver electricity from the Generation System to the Municipal Utility Customers within the additional Municipal Utility Service Area.

6. Commencement of Service:

A. Deliverability Notice for the additional Municipal Utility Service Area.

B. Commencement Notice, including the date on which the Generation System will begin delivering electricity to the Distribution System.

7. Permits and Approvals:

A. List of necessary permits and approvals required for the construction, installation, operation, and maintenance of the Generation System and Distribution System within the 313
additional Municipal Utility Service Area.

B. Responsibilities of each Party in obtaining these permits and approvals.

8. Pricing and Payment Terms:

A. Base Rate and any specific adjustments for the additional Municipal Utility Service Area.

B. Minimum Payment, if applicable.

C. Payment terms, including the use of the Controlled Account.

9. Term and Renewal: The term of the Additional Service Confirmation, including any renewal terms.

10. Miscellaneous Provisions:

Any additional terms and conditions mutually agreed upon by the Parties.

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EXHIBIT D

SERVICE NOTICES

1. General.

This Exhibit D outlines the procedures and contents for Service Notices that 12 Holdings shall deliver to the City specifying the scope and characteristics of electric service to be provided by the Generation System to the Municipal Utility Service Areas. Each Service Notice shall include detailed information about the electric service, including capacity, limitations, and other relevant details.

2. Contents of Service Notices.

Each Service Notice shall include the following information:

A. Identification of the Municipal Utility Service Area:
a. Name and description of the Municipal Utility Service Area. b. Assessor parcel numbers and boundaries within the Municipal Utility Service Area.

2. Generation System Specifications:
a. Description of the Generation System technology to be used. b. Installed nameplate capacity of the Generation System. c. Location of the Generation System within the Municipal Utility Service Area.

3. Contract Capacity:
a. Maximum capacity associated with the Generation System that will be provided to the City. b. Any derating and limitations on the Contract Capacity.

4. Expected Electric Load:
a. Initial expected electric load for the Municipal Utility Service Area. b. Full expected electric load upon complete build-out.

5. Deliverability and Commencement:
a. Expected operational date when the Generation System will be ready to provide electricity (Deliverability Notice).
b. Date when the City is ready to receive and deliver electricity to Municipal Utility Customers (Commencement Notice).
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6. Limitations on Service:
a. Any operating conditions or limitations associated with permits. b. Limitations due to Force Majeure events and maintenance activities.

7. Exceptions to Service:
a. Any specific exceptions to the service provided by the Generation System.

3. Procedures for Delivering Service Notices.

A. Deliverability Notice:
a. 12 Holdings shall provide a Deliverability Notice to the City within a reasonable timeframe, specifying the expected date when the Generation System will be operational. b. The Deliverability Notice shall be updated at least every ninety (90) days.

2. Commencement Notice:
a. Upon mutual agreement, 12 Holdings and the City shall develop a Commencement Notice acknowledging that the Municipal Utility System is completed, and 12 Holdings is ready to commence delivery of electricity.
b. The Commencement Notice shall include the start date for electric service to the Municipal Utility Customers.

4. Incorporation into Agreement.

Each Service Notice delivered by 12 Holdings and acknowledged by the City shall be incorporated into this Agreement as an element of Exhibit D. The executed Service Notice shall be deemed to amend this Agreement to the extent necessary to specify the terms and conditions of electric service for the respective Municipal Utility Service Area.
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EXHIBIT E
Energy Services and Utility Municipality Utility Agreement 317

EXHIBIT F

RESERVED
(This exhibit is currently reserved for future use and does not contain any specific terms or conditions.)
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EXHIBIT G

RESERVED
(This exhibit is currently reserved for future use and does not contain any specific terms or conditions.)
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EXHIBIT H

FORM OF CONTROLLED ACCOUNT AGREEMENT

1. Establishment of a Controlled Account.

1.1. Purpose: The Controlled Account shall be established to collect payments from Municipal Utility Customers and remit payments from the City to 12 Holdings. 1.2. Account Control: The Controlled Account shall be established pursuant to an account control agreement and any other necessary agreements required to establish and manage the account. 1.3. Minimum Controlled Account Balance: The Controlled Account must maintain the Minimum Controlled Account Balance as specified in the Agreement.

2. Operation of the Controlled Account.

2.1. Payments from Municipal Utility Customers: All payments for electric service from Municipal Utility Customers shall be remitted directly into the Controlled Account. 2.2. Remittances to 12 Holdings: 12 Holdings shall withdraw from the Controlled Account the greater of either (a) 5% of the net profit, up to fifteen (15) million or (b) the standard connection fees plus all applicable taxes, as compensation for the right to operate the Municipal Utility. This remittance shall be made within thirty (30) days of collection. 12 Holdings will retain the remaining funds for actual costs incurred and other expenses related to the operation of the Municipal Utility System. 2.3.

Termination Fees: Any termination fees associated with the termination of Retail Service Agreements shall be remitted directly into the Controlled Account and then paid to 12 Holdings, subject to the remittance of the City's portion as described in Section 5.4.1 of the Agreement.

3. Duties of the Parties.

3.1. Collection and Disconnection: 12 Holdings shall implement rules for collecting payments and disconnecting service to delinquent Municipal Utility Customers, ensuring compliance with the Utility Rates and Rules. 3.2. Replenishment: 12 Holdings shall replenish the Controlled Account as necessary to maintain the Minimum Controlled Account Balance.

4. Further Assurances.

4.1. Documentation: Both Parties agree to provide any necessary documentation and technical assistance to facilitate the operation of the Controlled Account. 4.2. Compliance: Both Parties shall comply with the terms of the Controlled Account agreement and cooperate to ensure its proper management.

EXHIBIT I

FORM OF RETAIL SERVICE AGREEMENT
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1. General Provisions.

1.1. Scope: This Retail Service Agreement outlines the terms, conditions, and rates for providing electric service to Municipal Utility Customers.

1.2. Parties: The agreement is between the City (as the provider of electric service) and the Municipal Utility Customer.

2. Rates and Charges.

2.1. Basic Energy Charge: The rate for electric service provided to the Municipal Utility Customer, including the Base Rate and any applicable adjustments.

2.2. Additional Charges: Any additional charges, such as connection fees, late payment fees, and disconnection fees, as specified in the Utility Rates and Rules.

3. Service Conditions.

3.1. Service Requirements: Conditions and requirements for electric service, including metering, billing, and payment terms.

3.2. Service Interruptions: Policies regarding planned and unplanned service interruptions, including notice requirements and customer rights.

4. Customer Obligations.

4.1. Payment Terms: Terms for timely payment of invoices and consequences for late payments.

4.2. Access to Premises: Requirements for providing access to premises for meter reading, maintenance, and inspections.

5. Disconnection and Reconnection.

5.1. Disconnection Policy: Policies and procedures for disconnecting service due to non-payment or other breaches of the Retail Service Agreement.

5.2. Reconnection Policy: Terms and conditions for reconnecting service after disconnection, including any applicable fees.

6. Term and Termination.

6.1. Term: The term of the Retail Service Agreement, including start and end dates.

6.2. Termination: Conditions under which the Retail Service Agreement may be terminated by either party.

7. Miscellaneous.

7.1. Governing Law: The Retail Service Agreement shall be governed by and construed in accordance with the laws of the State of California. 321

7.2. Amendments: Any amendments to the Retail Service Agreement must be in writing and signed by both parties.

7.3. Notices: Procedures for providing notices under the Retail Service Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date set forth below.

CITY OF CALIFORNIA CITY, a California municipal corporation and general law city organized and 322
operating under the laws of the State of California
California City
By: ____________________________________________
Title: _________________________________
Date: _________________________________
Signature: ____________________________
12 Holdings, LLC, a California Limited Liability Company By: _________________________________
Title: _________________________________
Date: _________________________________
Signature: ____________________________
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California City City CouncilJuly 14, 2026

California City City Council
July 14, 2026