Agenda packet, first session — Glendale City Council, June 24, 2025 (part 1 of 4)

A G E N D A

GLENDALE CITY COUNCIL

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JUNE 24, 2025

ROLL CALL

1. CLOSED SESSION
– 1:00 PM (T o Commence at 2:00 PM)
a.

Conference with Legal Counsel – Existing Litigation: Topadzhikyan v. City of Glendale, L.A.S.C. Case No. 22SSTCV36445
b.

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Conference with Legal Counsel – Existing Litigation: Janfaza v. City of Glendale, U.S.D.C. Case No. 2:23-cv-01312-MRA (SKx)
c.

Conference with Legal Counsel – Anticipated Litigation: Significant exposure to litigation pursuant to subdivisions (d)(2) and (e)(2) of Government Code Section 54956.9
d.

Public Employee Appointment – Director of Finance
e.

Public Employee Appointment – General Manager, Glendale Water & Power f.

Public Employee Appointment – Fire Chief
g.

Conference with Labor Negotiators. The City-designated negotiator attending the closed session is: Mayor Ara Najarian. The unrepresented employee position is:

City Manager

2. REGULAR BUSINESS AGENDA
– 6:00 PM
Roll Call
a.

Flag Salute: Council Member
b.

Invocation: Chaplain Donte Carty, Glendale Police Department c.

Report of the City Clerk, re: Posting of Agenda. The Agenda for the June 24, 2025 Regular Meeting of the Glendale City Council was Posted on June 20, 2025, on the Bulletin Board Outside City Hall.

3. PRESENTATIONS AND APPOINTMENTS
a.

Agenda Preview for the Meetings of Tuesday, July 1, 2025 b.

Professional Development Center Check Presentation to City of Glendale for Workforce Training Grant
c.

Proclamation Declaring June 12, 2025, National Control Room Workers’ Day Honoring Water and Power Employees

4. CONSENT ITEMS
(Including Minutes)
The following are Routine and May be Acted Upon by One Motion. Any Member of Council or the Audience Requesting Separate Consideration May do so by Making Such Request Before Motion is Proposed.
a.

City Clerk, re:

Award of Contract for FY 2025-2026 Legal Advertising for the City of Glendale

1. Motion Awarding a Contract to HLR Media, LLC DBA Glendale Independent, sole responsible bidder, Specification No. 4018
b.

Glendale Water and Power, re: Award of a Professional Services Agreement (PSA) to Harper & Associates Engineering, Inc. for Water Storage Facility Rehabilitation Projects

1. Motion authorizing the City Manager, or his designee, to execute a three-year Professional Services Agreement (PSA) with Harper & Associates Engineering, Inc., to act on behalf of the City as Owner’s Engineers specializing in the design and oversight of City water storage facility rehabilitation projects for a total not-to-exceed amount of $450,000
c.

Public Works, re:

Award Construction Contract for the Babe Herman Restroom Renovation Project

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1. Motion authorizing the City Manager or his designee to execute a construction contract with Williamson Construction Co. Inc., for the Babe Herman Restroom Renovation Project, Specification No. 3978, in the amount of $275,000, plus a 10% contingency of $27,500, for a total amount not to exceed $302,500 d.

Public Works, re:

Amendments to Multiple PSAs for Additional Design, Engineering, and Construction Management Services for San Fernando Road Beautification Phase II Project, and On-Call Engineering Services for Public Works Project

1. Motion authorizing the City Manager or a designee to execute a contract amendment to Contract No. 8001984 with Mark Thomas & Company, Inc., to increase the contract amount by $59,660 to perform additional landscaping and irrigation design for the San Fernando Road Beautification Phase II Project

2. Motion authorizing the City Manager or a designee to execute contract amendments to the following PSAs to provide additional engineering services in support of various PWD projects:
a. Contract No. 8002222 with Kimley-Horn and Associates, Inc., to increase the on-call traffic engineering services contract amount by an additional $200,000 b. Contract No. 8002237 with KOA Corporation, to increase the on-call traffic engineering services contract amount by an additional $200,000 c. Contract No. 8002258 with Twining, Inc., to increase the on-call geotechnical, soils engineering, and material testing services contract amount by an additional $150,000
d. Contract No. 8002407 with Mark Thomas & Company, Inc., to increase the on-call construction management and inspection services contract amount by $750,000
e. Contract No. 8002238 with NV5, Inc., to increase the on-call construction management and inspection services contract amount by $200,000

3. Resolution
of appropriation to appropriate additional funds for the Metro’s NoHo to Pasadena Bus Rapid Transit (BRT) Project

Community Services and Parks, re:

Verdugo Workforce Development Board’s
Submission Request for Approval of Local Workforce Development Plan 2025-2028

1. Motion to approve the Verdugo Workforce Development Board’s Local Workforce Development Plan 2025-2028; approve submission of the Verdugo Workforce Development Board’s Local Workforce Development Plan 2025-2028 to the California Workforce Development Board and the State of California Employment Development Department; and authorize the Mayor and City Manager or designee to execute all relevant documents with the State of California, and the United States Department of Labor for the plan’s approval, implementation, and use
f.

Community Services and Parks, re:

Elderly Nutrition Program Subaward of Grant
Funds from County of Los Angeles Aging and Disabilities Department for FY 2025- 2026 baseline funding and Modernizing Older Californians Act (MOCA) funding allocation of $490,900

1. Motion to accept $443,300 in Elderly Nutrition Program (ENP) baseline funding and $47,600 in MOCA funding from Los Angeles County Aging and Disabilities (AD) for FY 2025-2026; and authorize the City Manager or a designee to execute Subaward ENP252604 period July 2025 – June 2026 to accept and implement funding

5. CITY COUNCIL/STAFF COMMENTS

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6. COMMUNITY EVENT ANNOUNCEMENTS (3-Minutes; 5-Speaker Limit) Per Mayor Policy, This Item Also Permits Speakers Wishing to Speak Under General Oral Communications, Subject to the Three Minute Time Limit. Discussion is Limited to Matters Not on the Agenda.

7. ADOPTION OF ORDINANCES

8. ACTION ITEMS
a.

Glendale Water and Power, re: Solar Energy Power Sales Agreement: 30-Year Power Sales Agreement (PSA) with Southern California Public Power Authority (SCPPA) for Purchase of 25 MW from Milford Solar II Project

1. Resolution authorizing a 30-year Power Sales Agreement (PSA) with Southern California Public Power Authority (SCPPA) for the purchase of 25 MW (or equivalently, an 8.3% entitlement share of the 300 MW contract capacity) of renewable solar energy and environmental attributes from the Milford Solar II Project, and finding that the project is exempt from the requirements of the Californi b.

City Clerk, re:

Consideration of Support of State Bills Recommended by the Commission on the Status of Women

1. Motion providing direction on bills as recommended by the Commission on the Status of Women
c.

Finance, re:

Adoption of the City’s FY 2025-26 Gann Appropriations Limit

1. Resolution Adopting FY 2025-26 Gann Appropriations Limit d.

Finance, re:

FY 2024-25 Glendale Water and Power Transfer

1. Resolution Reducing the Percentage of Operating Revenues to be Transferred from Glendale Water and Power (Electric) to the General Reserve Fund for Fiscal Year 2024-25

9. HEARINGS
a.

Finance, re:

FY 2025-26 Citywide Budget Hearing and Adoption

1. Hold a Public Hearing on the FY 2025-26 Proposed Citywide Budget and Changes to the Citywide Fee Schedule

2. Resolution Adopting the FY 2025-26 City of Glendale Budget

3. Resolution Modifying Existing Fees for Parking Services Provided by the City and Adopting Changes to the Comprehensive Citywide Fee Schedule for FY 2025-26

4. Motion to Increase the Citywide Authorized Salaried Position Count

5. Resolution Providing for the Establishment of Classification Titles and Compensation for Employees of the City of Glendale Covered by the Glendale Management Association Memorandum of Understanding, including Employee Relations Exempt Classifications

6. Resolution Providing for the Establishment of Classification Titles and Compensation for Employees of the City of Glendale Represented by the International Brotherhood of Electrical Workers, Local 18

7. Resolution Providing for the Establishment of Classification Titles and Compensation for Employees of the City of Glendale Covered by the Glendale City Employees’ Association Memorandum of Understanding, including Confidential and Hourly Classifications

8. Resolution Adopting the Glendale Water & Power Public Benefit Programs Plan and the Low Carbon Fuel Standard Programs Plan for Fiscal Years 2025-26 and 2026-27

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and Authorize Agreements to Implement Said Programs

9. Resolution of Appropriation for FY 2024-25 to Transfer Funds from the Parking Fund to the General Fund and the Capital Improvement Fund due to the collapsing of the Parking Fund into the General Fund as of June 30,2025

10. REPORTS - INFORMATION

11. WRITTEN COMMUNICATIONS

12. DISCUSSION OF COUNCILMEMBER FUTURE AGENDA REQUESTS

13. ORAL COMMUNICATIONS
Discussion is Limited to Items NOT a Part of this Agenda. Each Speaker is Allowed 5 minutes.

Council May Question or Respond to The Speaker But There Will be no Debate or Decision.

The City Manager May Refer the Matter to the Appropriate Department for Investigation and Report.

14. NEW BUSINESS

15. ADJOURNMENT

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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Award of Contract for FY 2025-2026 Legal Advertising for the City of Glendale

1. Motion Awarding a Contract to HLR Media, LLC DBA Glendale Independent, sole responsible bidder, Specification No. 4018

COUNCIL ACTION
Item Type: Consent Calendar
Approved for June 24,2025 calendar

EXECUTIVE SUMMARY
A motion is presented for the Council’s consideration to award a contract for Legal Advertising for Fiscal Year 2025-2026 to HLR Media, LLC DBA Glendale Independent as the sole responsible bidder of general circulation which shall be published in the City of Glendale, according to Article VI Section 11 of the Glendale City Charter. 6 of 662

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RECOMMENDATION
Adopt a Motion awarding the contract for Legal Advertising for the City of Glendale for FY 2025-2026 to HLR Media, LLC dba Glendale Independent.

ANALYSIS
In accordance with Article VI, Section 11 of the Glendale City Charter, the Council shall annually call for bids for all official advertising of the city, pursuant to specifications which shall first be approved by the Council.

On May 20, 2025, the City Council approved Specification No. 4018 for the FY 2025-2026 Legal Advertising contract and directed the City Clerk to advertise for bids. One bid was received on June 18, 2025, from Glendale Independent in the amount of $2.40 per lineal inch for the first insertion and $2.40 for each subsequent insertion.

The purpose of this report is to seek the Council’s approval for awarding the contract for Legal Advertising for the City of Glendale for FY 2025-2026 to HLR Media, LLC dba Glendale Independent, as they are the sole bidder.

STAKEHOLDERS/OUTREACH
Not applicable.

FISCAL IMPACT
The contract for Legal Advertising with HLR Media, LLC dba Glendale Independent will cost $60,000, which was requested as a part of the FY 2025-2026 budget, per the table below.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
Not applicable.

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Reject the sole bid and direct staff to re-advertise for bids.

Alternative 2: Consider any other alternative not proposed by staff within the limits of Article VI, Section 11 of the Glendale Charter.

Proposed FY 2025-26 Appropriation
Amount Account String Funding Source
$60,000 44200-1010-CCD-0010 General Fund
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ADMINISTRATIVE ACTION
Submitted by:

Suzie Abajian, City Clerk
Prepared by:

Jinette Simon, Secretary to City Clerk
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Advertising Agreement Contract
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M o t i o n
Moved by Councilmember , seconded by
Councilmember , that HLR Media, LLC DBA Glendale
Independent is the sole responsible bidder for Legal advertising for the City of Glendale for Fiscal Year 2025-2026, in accordance with Specification No. 4018, and Charter Article VI, Section 11, and that the said bid be and the same is hereby accepted.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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1 ADVERTISING AGREEMENT CONTRACT
THIS AGREEMENT is made as of the day of , 2025 by and
between HLR Media, LLC DBA Glendale Independent, a California Corporation, hereinafter designated as the “Publisher”, and the CITY OF GLENDALE, a municipal corporation, hereinafter designated as the “City”.

1. For the hereinafter-mentioned consideration, the Publisher agrees to publish in GLENDALE INDEPENDENT, a newspaper of general circulation printed, published and circulated in the City of Glendale, such official advertising of the City of Glendale as its City Council may direct to be published in a newspaper of general circulation, for a period beginning on the 1st day of July, 2025, and ending on the 30 th day of June, 2026 and for such reasonable period of time thereafter as may be necessary for the City to consummate a new contract for such advertising.

2. Publisher agrees that all of such advertising shall be done in accordance with Specification No. 4018 for legal advertising in the City of Glendale, which specification is now on file in the office of the City Clerk of the City of Glendale. Said specification is by this reference incorporated herein and made a part of this contract.

3. Publisher agrees to deliver, on the day of issue, without extra charge therefore, thirty-nine (30) copies of each issue of said paper, with inserts, during the period covered by this Contract, to be distributed to the following departments of the City of Glendale: to wit:
At the City Hall – 6 copies
2 – City Manager
1 – City Clerk
2 – City Attorney
1 – Parks
At the Municipal Services Building – 12 copies
2 – Public Works Administration
1 – Permit Services
3– Community Development
1 – Zoning
2 – Engineering Section
1 – Traffic and Transportation
1 – Fire Chief
1 – Building Inspection
At the Perkins Building – 7 copies
1 – Director of Finance
1 – City Treasurer
1 – GWP Administration
1 – Commercial Operations Supervisor
2 – Community Development (Housing)
1 – Purchasing
At the Office of the Chief of Police – 5 copies
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2 Additionally, the contractor shall provide, without extra charge, unlimited access to archives of past publications (archived publications) whether internet, web-based or otherwise. If internet or web-based, contractor shall provide a password or passcode, if needed, to the City Clerk, City Attorney and City Manager to permit access to the archived publications during the period covered by the contract.

4. The City agrees to pay to the Publisher, and the Publisher agrees to accept the sum of Two Dollars and Fifty Cents ($2.40) per lineal inch of column one and one-half (1-1/2) inches wide for the first insertion of any said advertising, and Two Dollars and Fifty Cents ($2.40) per lineal inch of column one and one-half (1-1/2) inches wide for the second and each subsequent insertion of the same advertising, which prices include the furnishing by the Publisher of two (2) printed copies of all advertising as provided in said specification.

The parties hereto have executed this Agreement as of the day and year first above written.

HLR Media, LLC
(Glendale Independent)
APPROVED AS TO FORM:

By
City Attorney Date

CITY OF GLENDALE, CALIFORNIA
By
City Manager
Director of Finance
By
City Clerk
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Award of a Professional Services Agreement (PSA) to Harper & Associates Engineering, Inc. for Water Storage Facility Rehabilitation Projects.

1. Motion authorizing the City Manager, or his designee, to execute a three- year Professional Services Agreement (PSA) with Harper & Associates Engineering, Inc., to act on behalf of the City as Owner’s Engineers specializing in the design and oversight of City water storage facility rehabilitation projects for a total not-to-exceed amount of $450,000.

COUNCIL ACTION
Item Type: Consent Calendar
Approved for June 24, 2025 calendar

EXECUTIVE SUMMARY
The Request for Proposal (RFP) process for the Design, Project Management, Construction Management and Inspection Services for Potable and Recycled Water Storage Facilities Rehabilitation Projects FY 25-28 has concluded. Glendale Water & Power (GWP) recommends awarding a three-year Professional Services Agreement (PSA) to Harper & Associates Engineering, Inc., to act on behalf of the City as Owner’s Engineers specializing in the design and oversight of City water storage facility rehabilitation projects for a total not-to-exceed amount of $450,000.

RECOMMENDATION
Authorize the City Manager to execute a three-year PSA with Harper & Associates Engineering, Inc., to act on behalf of the City as Owner’s Engineers specializing in the design and oversight of City water storage facility rehabilitation projects for a total not- to-exceed amount of $450,000 for fiscal years 2025-26, 2026-27, and 2027-28.

ANALYSIS
GWP provides water services to over 200,000 residents and businesses in the City.

The Water Engineering Division plans, designs, and oversees the delivery of the Capital Improvement Program (CIP). Additionally, the Division provides planning and support services to the Water Operations, Water Construction and Metering Sections. The Division also provides customer and developer assistance for water service planning.

One of the ongoing CIPs is the systematic rehabilitation of the City’s water storage facilities. To facilitate completion of specialized projects like storage facility rehabilitation or replacement, the Water Engineering Division utilizes specialized consulting services like the services provided by Harper & Associates Engineering, Inc. 12 of 662

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Work will be retained on a per project/task basis. For each project, GWP staff will solicit a cost proposal. Since only one firm will be contracted, no competitive selection will take place. Instead, staff will review each proposal to ensure the scope, cost, and schedule are appropriate for the work involved before authorizing the task.

Planned projects that will need assistance completing in fiscal year 2025-2026 include:
Emerald Isle 1850 Water Tank Rehabilitation Project
Cooks Canyon Water Tank Rehabilitation Project
On April 9, 2025, GWP solicitated proposals by issuing a Request for Proposals (RFP) containing detailed instructions on the requested services, the desired qualifications and experience, and a section specifying how the proposals should be submitted and what information to provide. The RFP also indicated that the proposals would be reviewed and ranked prior to award, the proposers were given a time window to submit questions for clarification noting that all questions and answers would be supplied to each proposer. The solicitation was made to thirty-three qualified consulting firms. The criteria and basis of selection of the Owner’s Engineer were as follows:
Completeness of Proposal 5%
Understanding of Needs and Activities of the Scope 10% Qualifications, Capabilities, and Experience of Key Personnel 30% Technical Approach and Methodology 15%
Rate Schedule 30%
References 10%
Total 100%
On May 2, 2025, the due date for proposal submission, only Harper & Associates Engineering, Inc. submitted a proposal. The RFP was publicly advertised on the Bidnet Direct and was also shared with relevant industry contacts to ensure broad outreach.

For the proposal evaluation, two engineers and one field superintendent from the Water Engineering Division independently reviewed and ranked the proposal based on the weighted evaluation criteria outline in the RFP. Following this process, GWP staff recommends awarding the PSA to Harper & Associates Engineering, Inc., as they were the sole respondent to the RFP. Harper & Associates Engineering, Inc. has previously served as the City’s Owner’s Engineer’s and has consistently demonstrated a strong understanding of project requirements, timely responsiveness, and high-quality service delivery. Their continued involvement will ensure reliable support, project continuity, and proven expertise tailored to the City’s water infrastructure needs.

STAKEHOLDERS/OUTREACH
Not applicable.

FISCAL IMPACT
The cost of the PSA for Water Storage Facility Rehabilitation Projects over a three year period is $450,000, of which $150,000 is for the first year. The services will be provided on an “as needed” basis for various capital improvement projects. 13 of 662

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Funding for these services are incorporated as part of the WS Tank Rehabilitation Program. These agreements are set to begin in Fiscal Year 2025-26, and funding has been requested as part of the proposed FY 2025-26 budget. Funding for future years will be requested through the annual budget process.

Proposed FY 2025-26 Appropriation
Amount Account String Funding Source
$150,000 43110-5920-GWP-4700-P0000 Water Works Fund (5920)

ENVIRONMENTAL REVIEW (CEQA/NEPA)
Not applicable. The action herein is not a project as defined under the California Environmental Quality Act (CEQA) and as such not subject to CEQA.

CAMPAIGN DISCLOSURE
In accordance with the City Campaign Finance Ordinance No. 5744, the following are the names and business addresses of the members of the board of directors, the chairperson, CEO, COO, CFO, Subcontractors and any person or entity with more than ten percent interest in the company proposed of contract in this agenda item report:

Officers of Harper & Associates Engineering, Inc.:

Ownership Interest in more than ten percent (10%) in Harper & Associates Engineering, Inc.:

Full Name Title Business City State Zip
Andre Harper Director,
CEO
1240 E. Ontario Ave., Ste. 102 Corona CA 92881
Krista Harper Director,
COO
1240 E. Ontario Ave., Ste. 102 Corona CA 92881
Full Name Title Business City State Zip
Andre Harper Director,
CEO
1240 E. Ontario Ave., Ste. 102 Corona CA 92881
Krista Harper Director,
COO
1240 E. Ontario Ave., Ste. 102 Corona CA 92881
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ALTERNATIVES TO STAFF RECOMMENDATION
1) Choose not to award the contract as requested herein, thus requiring staff to prepare separate requests for proposals for each project/task, delaying completion of the storage facility rehabilitation program and potentially increasing the cost per project.
2) Consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Submitted by:

Scott K. Mellon, P.E., Acting General Manager - Glendale Water and Power Prepared by:

Chisom Obegolu, Assistant General Manager - Water
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
None.
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M O T I O N
Moved by Council Member ________________________________, seconded by Council Member __________________________________, that the City Council hereby authorizes the City Manager, or his designee, to enter into and execute a Professional Services Agreement (PSA) with Harper & Associates Engineering, Inc. to act on behalf of the City as Owner’s Engineers specializing in the design and oversight of City water storage facility rehabilitation projects for a total not-to-exceed amount of $450,000.

The form of said PSA shall be subject to approval by the City Attorney.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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25-88108

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Award Construction Contract for the Babe Herman Restroom Renovation Project

COUNCIL ACTION
Item Type: Consent Calendar
Approved for June 24, 2025 calendar

EXECUTIVE SUMMARY
Following a formal competitive bidding process, the contractor Williamson Construction Co. Inc., was the lowest bidder for the Babe Herman Restroom Renovation Project. The project aims to improve accessibility and enhance the overall user experience at the Babe Herman Little League Field. The project will ensure that the restrooms comply with Title 24 regulations and American with Disabilities Act (ADA) accessibility standards, making them more inclusive and user-friendly for individuals with disabilities. The cost of the proposed construction contract is $275,000 and a 10% reserve for contingencies of $27,500 is proposed.

RECOMMENDATION
Pass a motion authorizing a construction contract with Williamson Construction Co. Inc., for the Babe Herman Restroom Renovation Project, in the amount of $275,000, plus a 10% contingency of $27,500, for a total amount not to exceed $302,500.

ANALYSIS
The Babe Herman Little League Field was built in 1953 across the street from Verdugo Park on Cañada Boulevard, on City property, with funding and labor supplied by the Little League. In 1986, the Verdugo Little League Field was renamed for Floyd (Babe) Herman, who played high school baseball at Glendale Union High before embarking on a long professional baseball career beginning in 1921 that included multiple stints with the Dodgers. The objectives of the Babe Herman Restroom Renovation Project are to reconfigure and remodel the site to improve accessibility and renew interior and exterior finishes.
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Project Scope
•Replacement of concrete floor for the plumbing reconfiguration; • Installation of new toilet stalls with accessibility-compliant partitions and grab bars; • Installation of updating lighting to meet current standards; • Replacement of restroom fixtures with new stainless-steel fixtures; • Installation of new isolation valves for the plumbing system; • Installation of a new drinking fountain and dog fountain outside the building; • Installation of new ceramic tile on the floors and walls; • Refurbishment of and new paint for the entry doors and building; and • Installation of an accessible parking space, ramp, and walkway outside the building.

On July 3, 2023, the City entered into a Professional Services Agreement (PSA) with Infrastructure Architects Inc. to prepare design and construction documents and provide construction administration services for the project.

On March 11, 2025, the City Council adopted the specifications and directed the City Clerk to advertise for bids.

On April 9, 2025, the Public Works Department hosted a mandatory job walk, which fourteen contractors attended.

On April 30, 2025, the City received ten bids as follows:

1. Williamson Construction, Inc. $275,000

2. Developers General Contracting, Inc. $309,395

3. ARC Construction, Inc. $332,157

4. Grew Builders, Inc. $349,000

5. Estate Design and Construction $378,900

6. Modern General Contractor, Inc. $413,000

7. MODAA Inc. $417,663

8. Crosby Plumbing, Inc. $449,000

9. Urban Professional Builders, Inc. $484,000

10.Dorado Design and Construction, Inc. $598,420
After an extensive review, Public Works staff found that Williamson Construction Co. Inc., has submitted a responsive bid and is deemed a responsible bidder. The proposed contract with Williamson Construction Co. Inc., amounts to $275,000, with a 10% contract contingency of $27,500, for a total amount not to exceed $302,500. This contingency is requested for unforeseen plumbing issues, since the restrooms share a common wall with Fire Station 24.

Williamson Construction Co., Inc., has a current State of California General-B Contractors License that is active and in good standing.
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The Babe Herman Restroom Renovation Project is expected to take three months to complete.

STAKEHOLDERS/OUTREACH
All work will be coordinated with associated departments to minimize impacts to operations, staff, and the public.

FISCAL IMPACT
The Babe Herman Restroom Renovation Project’s construction will cost $275,000, plus a 10% contingency of $27,500, for a not-to-exceed total of $302,500, which was included as a part of the FY 2024-25 adopted budget. The existing appropriation is outlined below:

Existing Appropriation
Amount Account String Funding Source
$302,500 GL: 51200-4130-CSP-0020-P0000
PL: CSP00703AG
Measure A Fund

ENVIRONMENTAL REVIEW (CEQA/NEPA)
This project is Categorically Exempt under the provisions of the California Environmental Quality Act (CEQA) as a Class 1, Section 15301.

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Do not award the contact which may require all or a portion of these structures to be cordoned off to protect persons and property.

Alternative 2: Consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Submitted by:

Daniel Hernandez, Director of Public Works
Prepared by:

Arthur Asaturyan, Senior Project Manager
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
None.
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4c
MOTION
Moved by Council Member ,
seconded by Council Member , that, with respect to
the report of the Director of Public Works dated June 24, 2025, the Council of the City of Glendale hereby:
(1) Finds that Williamson Construction Co. Inc. has provided the lowest responsive bid, and that Williamson Construction Co. Inc. is a responsible bidder, for the Babe Herman Restroom Renovation Project described in Specifications No. 3978, and that the bid of Williamson Construction Co. Inc. in the amount of $275,000 is accepted and approved, and that all other bids be, and are, rejected; and
(2) Authorizes the City Manager or his designee to execute a contract, subject to approval as to form by the City Attorney, with Williamson Construction Co. Inc. in the amount of $275,000, plus a 10% reserve for contingencies in the amount of $27,500, for a total amount not to exceed $302,500.

Votes as follows:

Ayes:

Noes:

Absent:

Abstain:
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Amendments to Multiple PSAs for Additional Design, Engineering, and Construction Management Services for San Fernando Road Beautification Phase II Project, and On-Call Engineering Services for Public Works Projects 1) Motion authorizing the City Manager or a designee to execute a contract amendment to Contract No. 8001984 with Mark Thomas & Company, Inc., to increase the contract amount by $59,660 to perform additional landscaping and irrigation design for the San Fernando Road Beautification Phase II Project.
2) Motion authorizing the City Manager or a designee to execute contract amendments to the following PSAs to provide additional engineering services in support of various PWD projects:
a. Contract No. 8002222 with Kimley-Horn and Associates, Inc., to increase the on-call traffic engineering services contract amount by an additional $200,000.
b. Contract No. 8002237 with KOA Corporation, to increase the on-call traffic engineering services contract amount by an additional $200,000. c. Contract No. 8002258 with Twining, Inc., to increase the on-call geotechnical, soils engineering, and material testing services contract amount by an additional $150,000.
d. Contract No. 8002407 with Mark Thomas & Company, Inc., to increase the on-call construction management and inspection services contract amount by $750,000.
e. Contract No. 8002238 with NV5, Inc., to increase the on-call construction management and inspection services contract amount by $200,000.
3) Resolution of appropriation to appropriate additional funds for the Metro’s NoHo to Pasadena Bus Rapid Transit (BRT) Project.
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COUNCIL ACTION
Item Type: Consent Calendar
Approved for June 24, 2025 calendar

EXECUTIVE SUMMARY
The San Fernando Road Beautification Phase II Project is currently in the design phase with 60% of the design work completed. During the project development phase, staff found that extending landscaping on San Fernando Road from Elk Avenue to Los Angeles Street would be a cost-effective way to further enhance the corridor. This additional work includes landscaping and irrigation design beyond the original contract scope. Therefore, a contract amendment to Mark Thomas & Company, Inc.’s existing PSA 8001984 is required to continue the design phase with the additional landscaping and irrigation improvements.

Additionally, on February 14, 2023, the City Council awarded 17 on-call PSAs to consultants to provide various engineering services and support to the PWD. As of today, PWD has utilized these contracts to supplement their resources and used their expertise in projects on an as-needed basis. Several of these on-call contracts have reached or are approaching their initial City Council approved contract amount. To meet current and upcoming project demands, staff determined that additional services are needed under six of the existing contracts. These services are necessary to support various ongoing and upcoming citywide Capital Improvements Projects (CIPs) beyond the initial City Council approved contract amounts. Staff requests the execution of contract amendments for each of these PSAs to continue leveraging consultant expertise and ensure the efficient and effective delivery of essential projects.

RECOMMENDATION
Approve the motion executing a contract amendment with Mark Thomas & Company, Inc. for the San Fernando Road Beautification Phase II project, increasing the contract amount by $59,660: approve the motion executing contract amendments with Kimley- Horn and Associates, Inc. for on-call traffic engineering services, increasing the contract amount by $200,000; with KOA Corporation for on-call traffic engineering services, increasing the contract amount by $200,000; with Twining, Inc. for on-call geotechnical, soils engineering, and material testing services, increasing the contract amount by $150,000; with Mark Thomas & Company, Inc. for on-call construction management and inspection services, increasing the contract amount by $750,000; Contract with NV5, Inc. for on-call construction management and inspection services, increasing the contract amount by $200,000 and approve a resolution of appropriation providing adequate funding.
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ANALYSIS
San Fernando Road Beautification Phase II Project.

On November 29, 2022, the City Council authorized the City Manager to execute a PSA with Mark Thomas & Company, Inc., to provide engineering services for the San Fernando Road Beautification Project in the amount of $1,471,898 and authorized a 10% reserve for contingency in the amount of $147,190.

On February 11, 2025, the City Council authorized the City Manager to execute a contract amendment for the project to perform additional engineering study, civil and landscape design services, and public outreach regarding pedestrian safety and street improvements on San Fernando Road and adjacent streets, increasing the contract amount by $254,915, and extending the contract time by 24 months.

Following the completion of Phase I of the project, PWD received multiple awards and considerable positive feedback from the public, including requests to extend the beautification efforts beyond the original project boundaries. After further evaluation, staff recommends incorporating additional landscaping and irrigation improvements into Phase II. Therefore, this amendment will include additional engineering design services to incorporate landscaping, irrigation, and street beautification elements along San Fernando Road between Los Angeles Street and Elk Avenue. This segment was not included in the original project scope, and the proposed improvements will enhance the visual appeal and overall travel experience along the corridor.

Mark Thomas Approved Contract 8001984 $1,471,898
Amendment #1 $ 64,466
Amendment #2 $ 20,281
Amendment #3 $ 53,812
Amendment #4 $ 254,915
Additional Changes to the Contract $ 59,660
Total New Contract Amount $1,925,032
Approved Contract Contingency $ 147,190
On-Call Engineering Services:

On February 14, 2023, the City Council approved 17 professional services agreement in the terms and amounts listed below:
Civil Engineering, ($730,000 each for three years, with an option to extend an additional two years for $730,000)
- David Evans and Associates, Inc.
- Parsons Transportation Group Inc.
- Psomas
Land Surveying, ($350,000 each for three years, with an option to extend an additional two years for $350,000)
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- MNS Engineers, Inc.
- Psomas
Traffic Engineering, ($500,000 each for three years, with an option to extend an additional two years for $500,000)
- Advantec Consulting Engineers, Inc.
- Kimley-Horn and Associates, Inc.
- KOA Corporation
Structural Engineering, ($300,000 for three years, with an option to an additional two years for $300,000)
- Nabih Youssef & Associates
Geotechnical, Soils Engineering, and Material Testing, ($255,000 each for three years, with an option to extend an additional two years for $255,000) - Ninyo & Moore
- RMA Group
- Twining, Inc.
Construction Management and Inspection, ($500,000 each for three years, with an option to extend an additional two years for $500,000) - Mark Thomas & Company, Inc.
- MARRS Services, Inc.
- NV5, Inc.
Land Development Plan Review, ($300,000 for three years with option to extend an additional two years for $300,000)
- NV5, Inc
Geographic Information System(GIS), ($200,000 for three years with an option to extend an additional two years for $200,000)
- Psomas
PWD has actively utilized these on-call PSAs to supplement internal resources and support CIP delivery across all phases - planning, design, construction, and close-out.

As project volume and complexity grow, the PWD needs additional services under six of the existing PSAs to continue providing adequate support for current and upcoming work efforts. Several of these contracts are nearing their originally authorized contract limits due to expanded scope and numerous active projects. Therefore, the execution of contract amendments is required to increase the contract amounts for the applicable PSAs listed in this report. These amendments will allow for the continuation of on-call support and the timely advancement of critical infrastructure and beautification efforts citywide.

The following is a non-comprehensive list of anticipated projects that these consultants are expected to support, contributing to various aspects of PWD’s engineering related 24 of 662

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efforts:
San Fernando Road Beautification Phase II Project
West Glendale ADA Curb Ramp and Sidewalk Repair Program Phase I West Glendale Pavement Management Program Implementation Phase I Edgewick Road Improvements Project
Maintenance District 6 Pavement Rehabilitation Project Phase II Maintenance District 12 Pavement Management Program Implementation South Verdugo Road Sewer Upgrade Project
Maintenance Districts 1, 2, and 3 Pavement Management Program Implementation
HSIP Cycle 11 - Roadway Pedestrian & Bike Safety
HSIP Cycle 11 - Systemic Improvements at Signalized Intersections HSIP Cycle 11 - Roadway Pedestrian & Bike Safety
HSIP Cycle 11 - Citywide Sign Inventory & Replacement
Metro’s Doran Railroad Crossing Improvements Project
Metro’s NoHo to Pasadena Bus Rapid Transit (BRT) Project Lastly, additional funds are requested for Metro’s NoHo to Pasadena BRT Project for FY 2024-25 for contractual plan check services. The plan check services were solicited through our Construction Management and Inspection on-call vendors.

STAKEHOLDERS/OUTREACH
San Fernando Road Beautification Phase II Project.

A community meeting will be hosted in person and virtually at 90% construction plan completion and will inform the public of the project details, construction schedule, future city and contractor notifications, and the impacts of the construction work in their neighborhood. Participants will also have the opportunity to provide their comments and/or ask questions regarding the project.

Additionally, outreach on this project will continue to occur through dedicated websites for the projects that are hosted through the City of Glendale domain. The websites familiarize the public to the projects and to the project teams, explain the scope of work and project locations, project phases, upcoming outreach events, and provide the public with staff contact information for questions, discussion, and/or input.

On-Call Engineering Services:

Outreach plan is not applicable for this item since the public outreach will be tailored to the specific scope and needs of each project individually.

FISCAL IMPACT
San Fernando Road Beautification Phase II Project
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The additional services for the San Fernando Road Beautification Phase II Project will cost $59,660, which was approved as a part of the FY 2024-25 budget. The City Council approved funding is outlined in the table below:

Existing Appropriation
Amount Account String Funding Source
$ 59,660 GL: 52100-4100-CDD-0020-P0000
PL: PWD00937EN
San Fernando
Corridor Tax Share
Fund
On-Call Engineering Services:

Amendments to the on-call engineering contracts for FY 2025-26 will cost $1,500,000, which was included as part of the proposed FY 2025-26 budget. An additional $200,000 is being requested for FY 2024-25 for Metro’s NoHo to Pasadena BRT project management which was not included as a part of the budget. Therefore, staff is requesting for a new appropriation in the amount of $200,000 from Measure M Local Return fund. The appropriations are outlined in tables below:

Proposed FY 2025-26 Appropriation
Amount Account String Funding Source
$ 1,500,000 GL: 43110-4020-PWD-0020-P0000
PL: PWD01037AA
State Gas Tax Fund
Requesting Appropriation
Amount From (Account
String)
To (Account String) Funding Source
$ 200,000 GL: 24212-2220-PWD-
0000-P0000
GL: 43110-2220-
PWD-0020-P0000
PL: 52184
Measure M Local
Return Fund

ENVIRONMENTAL REVIEW (CEQA/NEPA)
Not applicable for this report.

CAMPAIGN DISCLOSURE
The names and business addresses of the members of the board of directors, the chairperson, CEO, COO, CFO, Subcontractors and any person or entity with more than 10 percent interest in the company proposed for contract in this Agenda Item Report are attached in Exhibit 1, in accordance with the City Campaign Finance Ordinance No. 5744.

ALTERNATIVES TO STAFF RECOMMENDATION
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Alternative 1: Do not approve the contract amendment with Mark Thomas & Company, Inc., and do not approve contract amendments to the contracts with Kimley-Horn and Associates, Inc., KOA Corporation, Twining, Inc., Mark Thomas & Company, Inc., and NV5, Inc., plus the related resolution of appropriation. Doing so, may delay ongoing and upcoming project delivery due to limited support available and staff will need to reassess project schedules and consider alternative procurement methods to meet project needs.

Alternative 2: The City Council may consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Submitted by:

Daniel Hernandez, Director of Public Works
Prepared by:

Armen Avazian, P.E., Principal Civil Engineer
Viktoriya Pakhanyan, P.E., Senior Civil Engineer
Huang Zheng, P.E., Civil Engineer II
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Exhibit 1: San Fernando Road Beautification Phase II Project - Additional Scope Location Map
Exhibit 2: Campaign Disclosure Forms

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MOTION
Moved by Council Member ____________________________, seconded by Council Member ___________________________, that the Council of the City of Glendale authorizes the City Manager, or his designee, to execute a contract amendment – subject to approval by the City Attorney – to Contract No. 8001984 with Mark Thomas and Company, Inc. for additional services related to the San Fernando Road Beautification Phase II Project, as follows:

1. Increase the contract amount by fifty-nine thousand six hundred and sixty dollars ($59,660).

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:

City Clerk
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4d
MOTION
Moved by Council Member ____________________________, seconded by Council Member ___________________________, that the Council of the City of Glendale authorizes the City Manager, or his designee, to execute contract amendments, subject to approval by the City Attorney, to the contracts in the amounts as listed below:
a. Contract No. 8002222 with Kimley-Horn and Associates, Inc. to increase the on-call traffic engineering services contract amount by an additional $200,000. b. Contract No. 8002237 with KOA Corporation, to increase the on-call traffic engineering services contract amount by an additional $200,000. c. Contract No. 8002258 with Twining, Inc., to increase the on-call geotechnical, soils engineering, and material testing services contract amount by an additional $150,000.
d. Contract No. 8002407 with Mark Thomas & Company, Inc., to increase the on- call construction management and inspection services contract amount by $750,000.
e. Contract No. 8002238 with NV5, Inc., to increase the on-call construction management and inspection services contract amount by $200,000.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:

City Clerk
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RESOLUTION
NO.

RESOLUTION
OF
THE

COUNCIL
OF
THE
CITY
OF

GLENDALE
MAKING
AN

APPROPRIATION
BE
IT

RESOLVED
BY
THE

COUNCIL
OF
THE
CITY
OF
GLENDALE:

SECTION
1:

That
the
sum
of
$200,000
is
hereby
appropriated
and/or
transferred
from
the
following
accounts
to
the
following
accounts:

ACCOUNTS

DESCRIPTION
FROM
TO
24212-2220-PWD-0000
Transportation,
Measure
M
Local
Return
$200,000
Fund,
Public
Works
43110-2220-PWD-0020-P0000
Contractual
Services,
Measure
M
Local
$200,000
52184
Return
Fund,
Public
Works,
Projects,
Pasadena-NoHo
Bus
Rapid
Transit
To
appropriate
funding
for
contractual
plan
check
services
for
the
Public
Works
Pasadena-NoHo
Bus
Rapid
Transit
Project.

SECTION
2:

The
Director
of
Finance
is
authorized
to
make
such
other
revisions,
individual
appropriation
line-items,
changes
in
summaries,
fund
totals,
grand
totals,
and
other
portions
of
the
budget
document
as
necessary
to
reflect
and
implement
the
changes
specified
in
this
resolution.

SECTION
3:

The
City
Clerk
shall
certify
to
the
adoption
of
this
Resolution.

Adopted
this
day
of
________________,
2025.

Mayor
ATTEST:

CiTY
OF

GLENDALE
DATE
6/11/2025
____________________________

APPROVED
AS
TO

FINANCIAL
City
Clerk

PROVISION
FOR
$
200,000
Director
of
Finance
STATE
OF

CALIFORNIA)

COUNTYOFLOSANGELES)
SS
CITY
OF

GLENDALE)
I,Suzie
Abajian,
City
Clerk
of
the
City
of
Glendale,
do
hereby
certify
that
the
foregoing
Resolution
No.
was
adopted
by
the
Council
of
the
City
of
Glendale,
California,
at
a
regular
meeting
held
on
the__________
day
of
________________
2025,
and
that
the
same
was
adopted
by
the
following
vote:

Ayes:Noes:Absent:Abstain:

City
Clerk
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DISCLOSURE - CAMPAIGN FINANCE ORDINANCE – CONTRACTORS AND

SUBCONTRACTORS
The City Council adopted Ordinance No. 5744, “Campaign Finance Ordinance,” which became effective on September 9, 2011, and amended it with Ordinance No. 5768, which became effective on March 15, 2012 (“the Ordinance”). The Ordinance prohibits: (1) A contractor * (including a subcontractor**)― who has a contract with the City of Glendale (“City”), Glendale Successor Agency or Glendale Redevelopment Agency (“GSA”), or the Housing Authority of the City of Glendale (“HA”) and that contract is subject to approval by the City Council, GSA, or HA― from making a contribution to a City Council member, GSA member, HA member, City Clerk, or City Treasurer; and (2) Council members, GSA members, and HA members from voting on matters concerning a contract affecting a contractor or subcontractor who has provided a campaign contribution.

The pr
ovisions of the Ordinance restricting Council members from voting on matters affecting campaign contributors applies to a contractor whose contract requires the City Council’s, GSA’s, or HA’s approval, and specified subcontractors. A contract with the City, GSA, or HA is known as a “City Contract.” The Ordinance excludes a competitively bid contract awarded to the lowest responsible bidder.

To ass
ist members of the City Council, GSA, and HA before they vote on a matter regarding a City Contract, the Ordinance requires City staff to prepare this report which discloses certain information about: the contractor receiving the City Contract, and specified subcontractor(s) working under the City Contract.

Infor
mation that must be disclosed: ● Name of the person, entity, or organization (i.e., the Contractor or Subcontractor) ● Name of the Chief Executive Officer/President
● Chief Operating Officer
● Chief Financial Officer
● Chairperson
● All members of the Board of Directors
● All persons who own more than 10% of the person, entity, or organization ● Name of any campaign committee owned or controlled by the person, entity, or organization Plea
se complete the following disclosure form:

Contractor(s)*:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
* “Contractor” is the person, entity, or organization that is the party, or prospective party, to the contract with the City, GSA, or HA. In addition to the name of the person, or entity, the Contractor must also disclose the name(s) of that person’s, entity’s, or organization’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, Steven E. Lefton, Executive Chair
Ashley R. Keil, Secretary
Brent H. Mutti, President, CEO
Aaron W. Nathan, COO, Executive VP
Tammy L. Flanagan, CFO, Executive VP
11400 Commerce Park Dr, Ste 400 Reston VA 20191 1001 West Southern Avenue, Suite 131 Mesa AZ 85210 801 Cherry Street, Unit 1, Suite 301 Fort Worth TX 76102 421 Fayetteville Street, Suite 600 Raleigh NC 27601 421 Fayetteville Street, Suite 600 Raleigh NC 27601 Kimley-Horn and Associates, Inc.
660 S. Figueroa St., Suite 2050, Los Angeles CA 90017
N/A
Exhibit 2: Campaign Disclosure Forms

Page 1 of 15 ends

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or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Please disclose these persons’ name and business address.

Subcontractor(s)**:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” is the person, entity, or organization that has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. You must also disclose the names of the Subcontractor’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization.

Above please disclose these persons’ name and business address.

Campaign Committee owned or controlled by:

Title Business Address City State Zip

CERTIFICATION
On behalf of the above-named Contractor Subcontractor:
• I ack
nowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and • I hereby
certify that:
 I have identified all persons for which the Ordinance requires disclosure;  The information in this disclosure form (and any attachment to this form) is true, accurate, correct, and complete; and  I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at: , California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

May 19
25 Los Angeles
Jean B. Fares, PE
660 S. Figueroa St., Suite 2050, Los Angeles CA 90017
[email protected]
213.354.9402
N/A
Exhibit 2: Campaign Disclosure Forms

Page 2 of 15 ends

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DISCLOSURE - CAMPAIGN FINANCE ORDINANCE – CONTRACTORS AND

Contractor(s)*:

Page 3 of 15 ends

KOA Corporation
KOA Corporation
Terry Ruhl, PE, F. ASCE, DrBA
225 West Washington Street, 12th Floor
Chicago
IL
60606
Terry Ruhl, PE, F. ASCE, DrBA
225 West Washington Street, 12th Floor
Chicago
IL
60606
Dan Manojlovski
225 West Washington Street, 12th Floor
Chicago
IL
60606
Ryan L. Beckman
225 West Washington Street, 12th Floor
Chicago
IL
60606
Terry A. Ruhl, Board Chairman; Michael Shen, Director; Gregory Ruben, Director; Karen Friese, Director; Jonnie Thomas, Director
225 West Washington Street, 12th Floor
Chicago
IL
60606
Elysium Infrastructure Group, LLC
225 West Washington Street, 12th Floor
Chicago
IL
60606
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or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Please disclose these persons’ name and business address.

Subcontractor(s)**:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” is the person, entity, or organization that has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. You must also disclose the names of the Subcontractor’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization.

Above please disclose these persons’ name and business address.

Campaign Committee owned or controlled by:

Title Business Address City State Zip

CERTIFICATION
On behalf of the above-named Contractor Subcontractor:
• I ac
knowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and • I her
eby certify that:
 I have identified all persons for which the Ordinance requires disclosure;  The information in this disclosure form (and any attachment to this form) is true, accurate, correct, and complete; and  I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at: , California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

Exhibit 2: Campaign Disclosure Forms

Page 4 of 15 ends

2 May 20
25 Monterey Park
Giuseppe Canzonieri
1100 Corporate Center Drive, Suite 201, Monterey Park, CA 91754 (323) 260-4703
[email protected]
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DISCLOSURE - CAMPAIGN FINANCE ORDINANCE – CONTRACTORS AND

The provi
sions of the Ordinance restricting Council members from voting on matters affecting campaign contributors applies to a contractor whose contract requires the City Council’s, GSA’s, or HA’s approval, and specified subcontractors. A contract with the City, GSA, or HA is known as a “City Contract.” The Ordinance excludes a competitively bid contract awarded to the lowest responsible bidder.

To assis
t members of the City Council, GSA, and HA before they vote on a matter regarding a City Contract, the Ordinance requires City staff to prepare this report which discloses certain information about: the contractor receiving the City Contract, and specified subcontractor(s) working under the City Contract.

Informa
tion that must be disclosed: ● Name of the person, entity, or organization (i.e., the Contractor or Subcontractor) ● Name of the Chief Executive Officer/President
● Chief Operating Officer
● Chief Financial Officer
● Chairperson
● All members of the Board of Directors
● All persons who own more than 10% of the person, entity, or organization ● Name of any campaign committee owned or controlled by the person, entity, or organization Please
complete the following disclosure form:

Contractor(s)*:

Zachary Siviglia
Zachary Siviglia
515 S. Flower Street, 18th Floor, Los Angeles, CA 90071 Kimberly Post
2833 Junction Avenue, Suite 110
701 University Ave, Suite 200
701 University Avenue, Suite 200
Sacramento
CA
95825
Sacramento
CA
95825
San Jose
CA
95134
See next page
N/A
N/A
Exhibit 2: Campaign Disclosure Forms

Page 5 of 15 ends

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Mark Thomas Board of Directors
Full Name Title Business Address City State Zip
Sasha Dansky Principal + Vice President 2121 N Califo rnia Boulevard, Suite 260 Walnut Creek CA 94596 Shawn O’Keefe Principal + Vice President 2121 N Califo rnia Boulevard, Suite 260 Walnut Creek CA 94596 R. Matthew Brogan Principal + Vice President 701 University Avenue, Suite 200 Sacramento CA 95825 Alyson Watson Outside Director 2833 Junction Avenue, Suite 110 San Jose CA 95134 Cindy Milrany Outside Director 2833 Junction Avenue, Suite 110 San Jose CA 95134 Exhibit 2: Campaign Disclosure Forms

Page 6 of 15 ends

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or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Please disclose these persons’ name and business address.

Subcontractor(s)**:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” is the person, entity, or organization that has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. You must also disclose the names of the Subcontractor’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization.

Above please disclose these persons’ name and business address.

Campaign Committee owned or controlled by:

Title Business Address City State Zip

CERTIFICATION
On behalf of the above-named Contractor Subcontractor:
• I acknowledge
that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and • I hereby cer
tify that:
 I have identified all persons for which the Ordinance requires disclosure;  The information in this disclosure form (and any attachment to this form) is true, accurate, correct, and complete; and  I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at: , California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

Patrick Somerville
3 N/A
May 22
25 Irvine
714-815-5222
[email protected]
515 S. Flower Street, 18th Floor, Los Angeles, CA 90071 Exhibit 2: Campaign Disclosure Forms

Page 7 of 15 ends

38 of 662

DISCLOSURE - CAMPAIGN FINANCE ORDINANCE – CONTRACTORS AND

Contractor(s)*:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
* “Contractor” is the person, entity, or organization that is the party, or prospective party, to the contract with the City, GSA, or HA. In addition to the name of the person, or entity, the Contractor must also disclose the name(s) of that person’s, entity’s, or organization’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, NV5, Inc.
133 Technology Drive, Suite 200, Irvine, CA 92618
Dickerson Wright
Alex Hockman
Jeffrey M. Cooper
Edward Codispoti
Dickerson Wright, Richard Tong, Alex Hockman
NV5 Global, Inc.
200 South Park Road, Suite 350
200 South Park Road, Suite 350
200 South Park Road, Suite 350
200 South Park Road, Suite 350
200 South Park Road, Suite 350
Hollywood
Hollywood
Hollywood
Hollywood
Hollywood
CA
CA
CA
CA
CA
CA
33021
33021
33021
33021
33021
133 Technology Drive, Suite 200
Irvine
92618
Exhibit 2: Campaign Disclosure Forms

Page 8 of 15 ends

39 of 662

or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Please disclose these persons’ name and business address.

Subcontractor(s)**:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” is the person, entity, or organization that has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. You must also disclose the names of the Subcontractor’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization.

Above please disclose these persons’ name and business address.

Campaign Committee owned or controlled by:

Title Business Address City State Zip

CERTIFICATION
On behalf of the above-named Contractor Subcontractor:
• I ac
knowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and • I her
eby certify that:
 I have identified all persons for which the Ordinance requires disclosure;  The information in this disclosure form (and any attachment to this form) is true, accurate, correct, and complete; and  I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at: , California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

None
2 May 19
25 Irvine
133 Technology Drive, Suite 200, Irvine, CA 92618
949-585-0477
[email protected]
Jeffrey M. Cooper
Exhibit 2: Campaign Disclosure Forms

Page 9 of 15 ends

40 of 662

DISCLOSURE - CAMPAIGN FINANCE ORDINANCE – CONTRACTORS AND

Th
e provisions of the Ordinance restricting Council members from voting on matters affecting campaign contributors applies to a contractor whose contract requires the City Council’s, GSA’s, or HA’s approval, and specified subcontractors. A contract with the City, GSA, or HA is known as a “City Contract.” The Ordinance excludes a competitively bid contract awarded to the lowest responsible bidder.

To a
ssist members of the City Council, GSA, and HA before they vote on a matter regarding a City Contract, the Ordinance requires City staff to prepare this report which discloses certain information about: the contractor receiving the City Contract, and specified subcontractor(s) working under the City Contract.

In
formation that must be disclosed: ● Name of the person, entity, or organization (i.e., the Contractor or Subcontractor) ● Name of the Chief Executive Officer/President
● Chief Operating Officer
● Chief Financial Officer
● Chairperson
● All members of the Board of Directors
● All persons who own more than 10% of the person, entity, or organization ● Name of any campaign committee owned or controlled by the person, entity, or organization Pl
ease complete the following disclosure form:

Contractor(s)*:

Page 10 of 15 ends

41 of 662

or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Please disclose these persons’ name and business address.

Subcontractor(s)**:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” is the person, entity, or organization that has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. You must also disclose the names of the Subcontractor’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization.

Above please disclose these persons’ name and business address.

Campaign Committee owned or controlled by:

Title Business Address City State Zip

CERTIFICATION
On behalf of the above-named Contractor Subcontractor:
• I
acknowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and • I he
reby certify that:
 I have identified all persons for which the Ordinance requires disclosure;  The information in this disclosure form (and any attachment to this form) is true, accurate, correct, and complete; and  I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at: , California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

Proactice Engineering Consultants, Inc. 200 S. Main Street, Suite 300, Corona, CA 92882 Tom Braun 200 S. Main Street, Suite 300 Corona CA 92882 Mark Anderson 27051 Towne Centre Drive, Suite 270 Foothill Ranch CA 92610 John McCarthy 27051 Towne Centre Drive, Suite 270 Foothill Ranch CA 92610 President 200 S. Main Street, Suite 300 Corona CA 92882 Tom Braun
X
2 May 21 25 Foothill Ranch John McCarthy
27051 Towne Centre Drive, Suite 270, Foothill Ranch, CA 92610 949-259-6730
[email protected]
Exhibit 2: Campaign Disclosure Forms

Page 11 of 15 ends

42 of 662

DISCLOSURE - CAMPAIGN FINANCE ORDINANCE – CONTRACTORS AND

³+$´
DQGWKDWFRQWUDFWLVVXEMHFWWRDSSURYDOE\WKH&LW\&RXQFLO*6$RU+$ʊfrom making a contribution to a City Council member, GSA member, HA member, City Clerk, or City Treasurer; and (2) Council members, GSA members, and HA members from voting on matters concerning a contract affecting a contractor or subcontractor who has provided a campaign contribution.

The provisions of the Ordinance restricting Council members from voting on matters affecting campaign contributors applies to a contractor whose contract requires the City Council’s, GSA’s, or HA’s approval, and specified subcontractors. A contract with the City, GSA, or HA is known as a “City Contract.” The Ordinance excludes a competitively bid contract awarded to the lowest responsible bidder.

To assist members of the City Council, GSA, and HA before they vote on a matter regarding a City Contract, the Ordinance requires City staff to prepare this report which discloses certain information about: the contractor receiving the City Contract, and specified subcontractor(s) working under the City Contract.

Information that must be disclosed: Ɣ Name of the person, entity, or organization (i.e., the Contractor or Subcontractor) Ɣ Name of the Chief Executive Officer/President
Ɣ Chief Operating Officer
Ɣ Chief Financial Officer
Ɣ Chairperson
Ɣ All members of the Board of Directors
Ɣ All persons who own more than 10% of the person, entity, or organization Ɣ Name of any campaign committee owned or controlled by the person, entity, or organization Please complete the following disclosure form:

Contractor(s)*:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
* “Contractor” is the person, entity, or organization that is the party, or prospective party, to the contract with the City, GSA, or HA. In addition to the name of the person, or entity, the Contractor must also disclose the name(s) of that person’s, entity’s, or organization’s Board of Dir ectors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, Twining Inc. 4811 Airport Drive Suite 220, Long Beach CA 90815 Robert Ryan
4811 Airport Drive, Suite 220 Long Beach
4811 Airport Drive , Suite 220 Long Beach
CA
CA
90815
90815
4811 Airport Drive, Suite 220 Long Beach CA 90815
Linas Vitkus
Tommy Y. Lee
Exhibit 2: Campaign Disclosure Forms

Page 12 of 15 ends

43 of 662

or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Please disclo se these persons’ name and business address.

Subcontractor(s)**:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” is the person, entity, or organization that has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. You must also disclose the names of the Subcontractor’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization.

Above please disclose these persons’ name and business address.

Campaign Committee owned or controlled by:

Title Business Address City State Zip

CERTIFICATION
On behalf of the above-named Contractor Subcontractor:
x I acknowledge that I have a continuing obligation to update this disclosure form if I substituteʊ or if I select additionalʊ architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and x I hereby certify that:
I have identified all persons for which the Ordinance requires disclosure; The information in this disclosure form (and any attachment to this form) is true, accurate, correct, and complete; and I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at: , California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:
2 May 27th 25 Long Beach
4811 Airport Driv, Suite 220 Long Beach CA 90815
562-426-3355 [email protected]
Stev e Schiffer

May 27th
11 Airport Driv SSSSSSSSSSSuite 220
Exhibit 2: Campaign Disclosure Forms

Page 13 of 15 ends

44 of 662

DISCLOSURE - CAMPAIGN FINANCE ORDINANCE – CONTRACTORS AND

The
provisions of the Ordinance restricting Council members from voting on matters affecting campaign contributors applies to a contractor whose contract requires the City Council’s, GSA’s, or HA’s approval, and specified subcontractors. A contract with the City, GSA, or HA is known as a “City Contract.” The Ordinance excludes a competitively bid contract awarded to the lowest responsible bidder.

To as
sist members of the City Council, GSA, and HA before they vote on a matter regarding a City Contract, the Ordinance requires City staff to prepare this report which discloses certain information about: the contractor receiving the City Contract, and specified subcontractor(s) working under the City Contract.

Info
rmation that must be disclosed: ● Name of the person, entity, or organization (i.e., the Contractor or Subcontractor) ● Name of the Chief Executive Officer/President
● Chief Operating Officer
● Chief Financial Officer
● Chairperson
● All members of the Board of Directors
● All persons who own more than 10% of the person, entity, or organization ● Name of any campaign committee owned or controlled by the person, entity, or organization Ple
ase complete the following disclosure form:

Contractor(s)*:

Page 14 of 15 ends

45 of 662

or organization, and any campaign committee that is owned or controlled by that person, entity, or organization. Please disclose these persons’ name and business address.

Subcontractor(s)**:

Name Address
Full Name Title Business Address City State Zip
Chairperson
Chief Executive Officer / President
Chief Operating Officer
Chief Financial Officer
Board of Directors
More than 10% interest owner
** “Subcontractor” is the person, entity, or organization that has entered into a contract for the performance of all or a portion of the work undertaken under an agreement with an architect, design professional, engineer, or general or prime contract, usually by a general or prime contractor. You must also disclose the names of the Subcontractor’s Board of Directors, its Chairperson, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any person with an ownership interest of more than ten percent (10%) in that person, entity, or organization, and any campaign committee that is owned or controlled by that person, entity, or organization.

Above please disclose these persons’ name and business address.

Campaign Committee owned or controlled by:

Title Business Address City State Zip

CERTIFICATION
On behalf of the above-named Contractor Subcontractor:
• I ac
knowledge that I have a continuing obligation to update this disclosure form if I substitute― or if I select additional― architects, design professionals, contractors, or subcontractors within ten (10) days of the selection or change; and • I her
eby certify that:
 I have identified all persons for which the Ordinance requires disclosure;  The information in this disclosure form (and any attachment to this form) is true, accurate, correct, and complete; and  I have been legally authorized to submit this disclosure form.

In total, this disclosure form (including attachments) is pages.

Executed on: , 20 , at: , California.

Signature: Print Full Name:

Address:

Phone Number: E-mail Address:

Diaz Consultants, Inc. dba Diaz•Yourman & Associates
1616 E. 17th Street, Santa Ana, CA 92705
Not Applicable
Christopher M. Diaz
1616 E. 17th Street
Santa Ana
CA
92705
Not Applicable
Christopher M. Diaz
1616 E. 17th Street
Santa Ana
CA
92705
Cherie D. Smith
1616 E. 17th Street
Santa Ana
CA
92705
1616 E. 17th Street
Santa Ana
CA
92705
Christopher M. Diaz, Cherie D. Smith
Christopher M. Diaz
President
1616 E. 17th Street
Santa Ana
CA
92705
2 May 22
25 Santa Ana
Christopher M. Diaz
1616 E. 17th Street, Santa Ana, CA 92705
714-245-2920
[email protected]
Exhibit 2: Campaign Disclosure Forms

Page 15 of 15 ends

46 of 662

4e
25-88206

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Verdugo Workforce Development Board’s Submission Request for Approval of Local Workforce Development Plan 2025-2028

COUNCIL ACTION
Item Type: Consent Calendar
Approved for June 24, 2025 calendar

EXECUTIVE SUMMARY
The Workforce Innovation and Opportunity Act (WIOA) requires that local plans be developed for the implementation of workforce development systems in alignment with state plans. The primary purpose of local plans is to facilitate access to workforce services in local communities. Individuals will access and experience this workforce architecture through the local service delivery system of the America’s Job Center of California (AJCC). The local AJCC for Verdugo is the Verdugo Jobs Center.

The Verdugo Workforce Development Board’s (VWDB) Local Plan is a profile of the Verdugo tri-city community, economic landscape and an analysis of the challenges and barriers that residents face when trying to find gainful employment. The Plan also describes the workforce development services available through the Verdugo Jobs Center, and its coordination with partners. The Plan was written to address specific questions from the State as opposed to a traditional strategic plan.

The Local Plan requires approval by the Chief Local Elected Official as mandated by WIOA. Under the Joint Powers Agreement in place for the Cities of Burbank, Glendale, and La Cañada Flintridge to form the Verdugo Consortium, the City of Glendale is the administrative entity. The City of Glendale Mayor is the designated Chief Local Elected Official on behalf of the Consortium, requiring the City Council to approve the Local 47 of 662

4e2
25-88206
6 1
4 0
Workforce Development Plan prior to the Mayor’s signature, verifying the approval of the Local Plan.

RECOMMENDATION
That City Council adopt a motion to approve the Verdugo Workforce Development Board’s Local Workforce Development Plan 2025-2028; approve submission of the Verdugo Workforce Development Board’s Local Workforce Development Plan 2025-2028 to the California Workforce Development Board and the State of California Employment Development Department; and authorize the Mayor and City Manager or designee to execute all relevant documents with the State of California, and the United States Department of Labor for the plan’s approval, implementation, and use.

ANALYSIS
The Verdugo Consortium is a Joint Powers Authority (JPA) comprised of the Cities of Glendale, Burbank, and La Cañada Flintridge. The Verdugo Workforce Development Board (VWDB) is the planning and policy body for the Consortium. Its purpose is to provide employment and training programs within the three cities and to allocate and award Workforce Innovation and Opportunity Act (WIOA) funds toward its goals. Through the JPA, the City of Glendale (City) has responsibility for the administration of all Consortium activities, including approval of federal WIOA requirements, such as submission of the Verdugo Workforce Development Board’s Local Workforce Development Plan 2025-2028.

The Workforce Innovation and Opportunity Act (WIOA) requires that regional and local plans be developed for the implementation of workforce development systems in alignment with state plans [WIOA Public Law 113-128, §106 and 107; Title 20 Code of Federal Regulations (CFR) §679.200 through 679.580]. The primary purpose of local plans is to facilitate access to workforce services at the local level. Individuals will access and experience this regional workforce architecture through the local service delivery system of the America’s Job Center of California (AJCC). The local AJCC for Verdugo is the Verdugo Jobs Center (VJC).

The VWDB’s Local Workforce Development Plan 2025-2028 (Local Plan) is a profile of the Verdugo tri-city community, economic landscape and an analysis of the challenges and barriers that residents face when trying to find gainful employment. The Local Plan also describes the VWDB and VJC’s services, and its coordination with partners. The Local Plan was written to address specific questions from the State as opposed to a traditional strategic plan.

On February 12, 2025, the VWDB approved the release of the Local Plan for 2025-2028 for public comment in accordance with the federal regulations (WIOA §107 and §108).

The required 30-day public comment period ended on March 15, 2025; no comments were submitted for the VWDB’s Local Plan. On May 21, 2025 the VWDB approved the Local Plan and its submission to the CWDB and the State of California Employment 48 of 662

4e3
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6 1
4 0
Development Department (EDD). The Local Plan must also be approved by the Consortium’s CLEO as required by WIOA. Under the JPA in place The City of Glendale Mayor is the designated CLEO on behalf of the Consortium, requiring the City Council to approve the Local Plan prior to the Mayor’s signature, and verify the approval of the Local Plan.

STAKEHOLDERS/OUTREACH
On February 12, 2025, the VWDB approved the release of the Local Plan for public comment in accordance with the federal regulations and the required 30-day public comment period ended on March 15, 2025; no comments were submitted for the VWDB’s Local Plan. The VWDB reviewed and approved the Local Plan on May 21, 2025. As such it was discussed at a public workforce board meeting, held at the VJC which allowed stakeholders to participate and comment on this item.

FISCAL IMPACT
There is no fiscal impact associated with this report. Approval of the plan which is a federal requirement enables the VWDB and the City to continue to receive WIOA funds and continue providing the needed services to residents.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The action being considered does not constitute a “project” within the meaning of CEQA pursuant to CEQA Guidelines section 15378(b)(5), as it constitutes an organizational or administrative activity of government that will not result in direct or indirect physical changes in the environment; thus, it is not subject to CEQA pursuant to CEQA Guidelines section 15060(c)(3).

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: The City Council may consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Submitted by:

Onnig Bulanikian, Director of Community Services & Parks Prepared by:

Judith Velasco, Workforce Development Administrator
Approved by:

Roubik R. Golanian, P.E., City Manager
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EXHIBITS/ATTACHMENTS
Exhibit 1: Minutes of the meeting of the Verdugo Workforce Development Board, May 21, 2025
Exhibit 2: VWDB Local Workforce Development Plan 2025-2028 50 of 662

1 4
5 9
6 MOTION
Moved by Council Member , seconded by
Council Member , that the Council of the
City of Glendale hereby:

1. Approves the Verdugo Workforce Development Board’s (“VWDB”) Local Workforce Development Plan 2025-2028 (“Plan”), as recommended by the VWDB, and as more particularly described in the report of the Director of Community Services & Parks dated June 24, 2025; and

2. Approves submission of the Plan to the State of California’s Employment Development Department and the California Workforce Development Board; and

3. Authorizes the Mayor, and the City Manager or designee, to execute all relevant agreements, amendments, certifications, and documents with contractors, vendors, the State of California, and the United States Department of Labor for the Plan’s approval, implementation, and use.

Vote as Follows:

Ayes:

Noes:

Absent:

Abstain:
51 of 662

VERDUGO WORKFORCE DEVELOPMENT BOARD

EXECUTIVE COMMITTEE MEETING MINUTES
5/21/2025
8:30 a.m. to 9:00 a.m.

VWDB Executive Committee Minutes 5/21/2025 Page 1 of 2

COMMITTEE MEMBERS PRESENT: Alexis Carter, Marisol Espinoza, Nick Hacopian
COMMITTEE MEMBERS ABSENT: Ara Aslanian
STAFF PRESENT: Diana Montecino, MaryAnn Pranke, Judith Velasco, Melissa Younesian
CALL TO ORDER: 8:28 am by Vice Chair Marisol Espinoza

I. Introductions

1. Vice Chair Marisol Espinoza welcomed the Executive Committee.

II. Minutes of February 12, 2025
A. Quorum confirmed.

B. Minutes presented and reviewed. MOTION : Nick Hacopian 2nd: Alexis Carter ACTION: APPROVED

III. Action Items
A. Approval of the recommendation for Jamie Keyser Thomas to be appointed to the Verdugo Workforce Development Board, in compliance with State and Federal requirements under the Workforce Innovation and Opportunity Act of 2014

B. Approval of the recommendation for Caroline Lett to be appointed to the Verdugo Workforce Development Board, in compliance with State and Federal requirements under the Workforce Innovation and Opportunity Act of 2014

C. Approval of the recommendation for Kathleen McIntyre to be appointed to the Verdugo Workforce Development Board, in compliance with State and Federal requirements under the Workforce Innovation and Opportunity Act of 2014

D. Approval of the recommendation for Nicole Miller to be appointed to the Verdugo Workforce Development Board, in compliance with State and Federal requirements under the Workforce Innovation and Opportunity Act of 2014

E. Approval of the VWDB’s Local Workforce Development Plan 2025 -2028 and the Los Angeles Basin Regional Planning Unit’s Regional Workforce Development Plan 2025-2028 and their submission to the California Workforce Development Board and the State of California Employment Development Department

F. Approval of the allocation of $145,500 to City of Burbank’s Job Connect to provide services in Burbank as the Verdugo Jobs Center Affiliate Site for Fiscal Year 2025-2026

IV. Director’s Report – deferred to Full Board meeting

MOTION FOR CONSENT ITEM A-F: Motion: Alexis Carter 2nd: Nick Hacopian

APPROVED
Exhibit 1
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VERDUGO WORKFORCE DEVELOPMENT BOARD

EXECUTIVE COMMITTEE MEETING MINUTES
5/21/2025
8:30 a.m. to 9:00 a.m.

VWDB Executive Committee Minutes 5/21/2025 Page 2 of 2

V. Other Businesses and Announcements:

A. The next Executive Committee Meeting will be held on Wednesday, June 25, 2025.

B. The Executive Committee discussed moving the time of the VWDB meetings.

1. Ms. Velasco suggested moving the Executive Committee meeting time to 9:00 am and the Full Board to 9:30 am. These time changes will accommodate board members who are dropping their children off at school or traveling in from a distance. The Executive Committee agreed with the new meeting times.
a. The days when there are standalone Executive Meetings, the meeting time will be 9:00 am.

2. Ms. Velasco suggested deferring the Executive Committee when quorum is confirmed for Full Board meetings. Therefore, Executive Committee meetings will not be held when quorum is confirmed for the Full Board meetings. All discussions and actions will be taken in the Full Board meetings.

C. Three additional board members will be added to the Executive Committee: Sonya Kay Blake, Michael Ritterbrown, and Terry Walker.

D. Ms. Velasco shared that for FY 2025 – 2026 Nick Hacopian will serve as Board Chair and Marisol Espinoza will serve as Vice Chair as discussed at last year’s VWDB Retreat.

VI. Public Comments: None

VII. Adjournment: 8:39 am

53 of 662

YOUTH PYUTH

Verdugo Local Workforce Development Plan
2025 - 2028

CONTACT
Judith Velasco
Executive Director
Verdugo Workforce Development Board
Email: [email protected]
Phone: (818) 937-8031

Exhibit 2
54 of 662

Verdugo Workforce Development Board Local Plan 2025 - 2028

Page 2 of 55 ends

TABLE OF CONTENTS

GLOSSARY OF ACRONYMS ................................................................................................. 4 I. THE VERDUGO WORKFORCE DEVELOPMENT BOARD ...................................................... 8 A. The Verdugo Community .................................................................................. 8 B. The Verdugo Workforce ................................................................................. 12 C. The Verdugo Business Community ................................................................ 15 II. ALIGNMENT TO REGIONAL PLAN ................................................................................. 16 A. Local & Regional Plan Alignment ................................................................... 16 B. Regional Plan Engagement ............................................................................ 17 III. WIOA CORE AND REQUIRED PARTNER COORDINATION ................................................ 17 A. Coordination with WIOA Core and Mandated Partners .................................. 17 B. Coordination of Services and Resources Identified in MOU ........................... 19 C. Co-Enrollment and Common Case Management ........................................... 20 D. Facilitate Access to Services through Technological Means .......................... 21 E. Coordination of Workforce & Education Activities with Supportive Services .. 22 F. Compliance with WIOA Section 188 and Americans with Disabilities Act ...... 23 IV. STATE STRATEGIC PARTNER COORDINATION ............................................................... 23 A. Coordination with County Health, Human Services Agencies & CalFresh ..... 23 B. Coordination with Local Child Support Agencies and Others for Non-Custodial Parents ........................................................................................................... 25 C. Coordination with Local Partnership Agreement Partners for Competitive Integrated Employment .................................................................................. 27 D. Coordination with Partners to Serve English Language Learners .................. 29 E. Coordination with Local Veteran Affairs ............................................................. 30 F. Coordinate with Partners to Address Environmental Sustainability .................... 31 V. WIOA TITLE I COORDINATION ..................................................................................... 32 A. Professional Development in Digital Fluency ................................................. 32 B. Professional Development in Cultural Competencies ..................................... 33 C. Coordinate Workforce Activities with Rapid Response Activities .................... 34 D. Adult and Dislocated Worker Activities and Targeted Populations ................. 35 E. Youth Workforce Investment Activities ........................................................... 40 F. Entity Responsible for the Disbursal of Funds ................................................ 44 G. Selection of AJCC One-Stop Operator and Career Services Provider ........... 45 VI. STAKEHOLDER AND COMMUNITY ENGAGEMENT ........................................................... 47 55 of 662

Verdugo Workforce Development Board Local Plan 2025 - 2028

Page 3 of 55 ends

A. Public Meeting and Comment ........................................................................ 47 Attachment 1: Public Comment .............................................................................. 48 Attachment 2: Stakeholder & Community Engagement .......................................... 49 Attachment 3: Signature Page ............................................................................... 55

56 of 662

Verdugo Workforce Development Board Local Plan 2025 - 2028

Page 4 of 55 ends

GLOSSARY OF ACRONYMS

ABE Adult Basic Education
AD Adults
ADA Americans with Disability Act
AEFLA Adult Education Family and Literacy Act
AJCC America's Job Center of California
AMA American Medical Assistant
ARS Armenian Relief Society
ASD Autism Spectrum Disorder
ASE Adult Secondary Education
ASL American Sign Language
BioTC Biocom Technician Certification
BLS Bureau of Labor Statistics
BST Business Services Team
BTAC Burbank Temporary Aid Center
BUSD Burbank Unified School District
CA California
CAEP California Adult Education Program
CalWORKS California Work Opportunity and Responsibility to Kids CBO Community Based Organization
CCCMS Correctional Clinical Case Management System
CCD Customer-Centered Design
CDC Center for Disease Control
CDCR California Department of Corrections and Rehabilitation CDE California Department of Education
CEO Chief Elected Official/Officer
CES Community Enhancement Services
CESH California Emergency Solutions and Housing Program CFR Code of Federal Regulations
CIE Competitive Integrated Employment
CLEO Chief Local Elected Official
CNA Certified Nursing Assistant
CNC Computer Numerical Control
CoC Continuum of Care
COE Centers of Excellence
CQI Continuous Quality Improvement
CQIA Certified Quality Inspector Associate
CRM Customer Relationship Management
CSULA California State University, Los Angeles
CSUN California State University, Northridge
CTE Continuing Technical Education
CUIC California Unemployment Insurance Code
CWA California Workforce Association
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CWDB California Workforce Development Board
DCSS Department of Child Support Services
DEA Disability Employment Accelerator
DEO Los Angeles County Department of Economic Opportunity DOL Department of Labor
DOR Department of Rehabilitation
DPSS Department of Public Social Services
DSPS Disabled Students Program and Services
DW Dislocated Workers
ECE Early Childhood Education
ECEPTS Early Care Education Pathways to Success
E&T Employment and Training
Ed Education
EDD State of California Employment Development Department EFL Educational Function Levels
EIP Employment Incentive Program
ELL English Language Learners
EMR Electronic Medical Records
EO Equal Opportunity
ESL English as a Second Language
ETP Employment Training Panel
ETPL Eligible Training Provider List
FG Focus Groups
GCC Glendale Community College
GEF Glendale Educational Foundation
GREAT Glendale’s Resource for Employment and Training
GUSD Glendale Unified School District
GYA Glendale Youth Alliance
GYEP Glendale Youth Employment Partnership
HEAP Homeless Emergency Aid Program
HCCP Health Care Case Manager Career Pathway
HPB High Performance Board
HR Human Resources
HSEE High School Equivalency Exam
HUD Housing and Urban Development
HWOL Help Wanted Online
ICS Individualized Career Services
ICT Information and Communication Technology
ID/DD Intellectual Disabilities and Developmental Disabilities IEP Individual Employment Plan
IRC International Rescue Committee
ISD Integrated Service Delivery
ISS Individual Service Strategy
ISY In-School Youth
IT Information Technology
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ITA Individual Training Account
IWD Individuals with Disabilities
JJCP Juvenile Justice Crime Prevention
JPA Joint Powers Agreement
JPL Jet Propulsion Lab
JVS Jewish Vocational Services
KPI Key Performance Indicator
LA Los Angeles
LABRPU Los Angeles Basin Regional Planning Unit
LACOE Los Angeles County Office of Education
LAMC Los Angeles Mission College
LAUSD Los Angeles Unified School District
LCF La Cañada Flintridge
LIFERAP Low Income Employment and Rental Assistance Program LLSIL Lower Living Standard Income Level
LMI Labor Market Information
LMID Labor Market Information Division
LPA Local Partnership Agreement
LQ Location Quotient
LWDA Local Workforce Development Area
MCSE Microsoft Certified Solutions Expert
MEP Manufacturing Extension Partnership
MFT Marriage and Family Therapists
MOU Memorandum of Understanding
MSA Metropolitan Statistical Area
NAICS North American Industry Classified System
NICE National Initiative for Cybersecurity Education
NIST National Institute of Standards and Technology
OES Occupational Employment Statistics
OFE Opportunity for Excellence
OJT On-the-Job Training
OSO One-Stop Operator
OSY Out-of-School Youth
OMB Office of Management and Budget
OUY Other Underserved Youth
P2E Prison to Employment
PJSA Personalized Job Search Assistance
PSA Professional Services Agreement
PTSD Post Traumatic Stress Disorder
QCEW Quarterly Census of Employment and Wages
Q Quarter
REA Re-Employment Assistance Workshops
RERP Regional Equity and Recovery Partnership
RFP Request for Proposal
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RN Registered Nurse
ROP Regional Occupation Program
SBDC Small Business Development Center
SCIC Southern California Indian Center
SELPA Special Education Local Planning Area
SFV San Fernando Valley
SGV San Gabriel Valley
SIY System Involved Youth
SSA Social Security Administration
SSI Supplemental Security Income
STEP Student Training and Employment Program
STV Short Term Vocational Training
SWOT Strength, Weaknesses, Opportunities and Threats
SWP Strong Workforce Program
TAA Trade Adjustment Act
TANF Temporary Assistance to Needy Families
TAP Talent Acquisition Portal
TEAM Training Employment & Mentorship Program
TSE Transitional Subsidized Employment
UI Unemployment Insurance
US United States
USA United States of America
VCTP Verdugo Creative Technologies Program
VESL Vocational English as a Second Language
VIVID Verdugo Innovation and Vision Implementation Design Team VJC Verdugo Jobs Center
VMA Verdugo CNC Machinist Academy
VSTCC Verdugo School to Career Coalition
VWDA Verdugo Workforce Development Area
VWDB Verdugo Workforce Development Board
WARN Worker Adjustment & Retraining Notification
WDACS Workforce Development and Community Services
WDB Workforce Development Board
WSD Workforce Services Directive
WEX Work Experience
WIOA Workforce Innovation & Opportunity Act
WIP Work Incentive Plan
WIPA Work Incentive Planning Assistance
WSD Workforce Services Directive
WSIN Workforce Services Information Notice

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I. THE VERDUGO WORKFORCE DEVELOPMENT BOARD

A. The Verdugo Community

The Verdugo Workforce Development Board (VWDB) has been providing workforce development services to the Cities of Burbank, Glendale and La Cañada Flintridge (LCF) for more than 40 years. It is one of the seven Workforce Development Boards that comprise the Los Angeles Basin Regional Planning Unit (LABRPU) funded primarily by the Workforce Innovation and Opportunity Act Title I (WIOA). With a combined population of 3 19,794 residents,1 (Figure 1) it is considered one of the smaller Local Workforce Development Areas (LWDA) in the LABRPU; however, the City of Glendale is the fourth largest city in the LABRPU. The VWDB serves its residents through its America’s Job Center of California (AJCC), known in the community as the Verdugo Jobs Center (VJC) and its affiliate AJCC, Job Connect located in Burbank.

The three Cities that comprise the LWDA,
are governed by a n executed Joint
Powers Agreement, creating the
Verdugo Consortium (Verdugo). The JPA
appoints the City of Glendale as the
administrative entity for the Consortium.

The physical boundaries of the three
cities, Glendale, Burbank, and LCF make
up the Verdugo Workforce Development
Area (VWDA).

While the VWDA is small, its economy is like no other region in the state with a mix of highly specialized industry niches, such as entertainment. Over the years, the VWDB has emerged as a leader in developing innovative programs to serve businesses and special populations. Most noteworthy is ou r success in serving English language learners, low income , and people with disabilities in growth occupations that offer economic
security and upward mobility opportunities.

The VWDB oversees the workforce development system,
including the VJC, located in the City of Glendale as well as the affiliate site in Burbank. The Job Connect serves as an annex for enrollment into funded programs and other
AJCC services. The VWDB’s Vision and Mission (Figure
2) are in alignment with California Workforce Development Board ( CWDB) and the Unified Strategic Workforce
Development Plan 2024 -2027 (State Plan) . The State
Plan’s vision is centered on the establishment and growth of a workforce system that promotes equity, job quality,

1 People and Population: Burbank, Glendale, La Cañada Flintridge, 2023 American Community Survey 1 Year Estimates. US Census Bureau.

Figure 2: VWDB Vision & Mission
Figure 1: Verdugo Cities’ Populations
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and environmental sustainability for all Californians. It further states, “ California is committed to developing a workforce system that enables economic growth and shared prosperity for employers and employees, especially those with barriers to employment, by investing in industry partnerships, job quality, and meaningful skills attainment.”2

The vision and mission establish the foundation to lead the tri -city workforce development system in responding to community needs.

The vision and mission were introduced to the VJC partners and other stakeholders for review and comment and the statements were revised again based on feedback to support regional growth and self- sufficiency. The VWDB’s Values (Figure 3) were also developed using the same process as the Vision and Missio n Consistent with WIOA.

The VWDB’s Vision and Mission set
forth the foundation for the Verdugo
workforce development system. The
system and service delivery are
designed based on the needs identified
for the tri -city community using
demographic and economic data and
information. Although Verdugo is home
to 122,910 households with a median
income of $ 91,926 (Figure 4), 3 there
are significant pockets of poverty
throughout the Verdugo communities.

The Verdugo area median income is
higher than the median income for the
Los Angeles Basin ($ 86,587) and is
below the median income for the entire
state of California ($95,521). Therefore,
the VWDB consistently ensures that the
workforce development system is not
misled by the affluent communities
when determining needs. Instead, the
VWDB focuses on the demographics
that profile the barriers and challenges
that Verdugo residents face. The
Verdugo poverty rate (Figure 5) provides insight to some of the challenges that residents experience. Poverty rates record in double digits for both, Burbank and Glendale, with Glendale at almost 13%, similar to the overall poverty rate for California . The poverty

2 California’s Unified Strategic Workforce Development Plan, for Program Years 2024-2027. California Workforce Development Board.
3 Income and Poverty: Burbank, Glendale, La Cañada Flintridge, 20 23 American Community Survey 1 Year Estimates. US Census Bureau.

Figure 3: VWDB Values
Figure 4: Median Household Income
Figure 5: Poverty Rate
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rates translate to 38,662 Verdugo residents living in poverty , representing the impact of the declining economy on the local community.

In addition to the poverty rates,
educational attainment and other
demographics provide insights to the
community served as well as the
challenges and barriers . T he median
age for Verdugo residents is 43 years4.

Verdugo’s population of opportunity
youth ages 18 -24 totals 20,508 and
1,503 of these, representing 7%, do not
have a high school diploma. Verdugo’s
residents that are aged 25 years or
older that do not have a high school
diploma total 11,802, representing 5%
of the population in this age group
(Figure 6). Moreover, 16,857 Verdugo residents in this age group have less than a 9 th grade education. Therefore, more than 30,000 Verdugo residents do not have the educational attainment needed to obtain the level of employment opportunities needed for job quality and economic self -sufficiency.5 These demographics provide insight into the potential need for adult basic education (ABE) and Adult Secondary Education (ASE) to assist with addressing the literacy gap and absence of diploma or equivalent.

Another target population in addition to low
income and low educational levels, are
veterans. V eterans comprise 2.2% of the
Verdugo community that are at least 18
years of age, representing 5,567 residents6
(Figure 7). These data represent a decline
of more than 2,000 veterans since 2019
who have moved out of the region because
of the high cost of living, indicating the
impact that the declining economy has on
this vulnerable population.

Individuals with disabilities, comprise 12.32% of the Verdugo community, representing 39,401 residents. This is an increase in residents with disabilities which recorded at 34,020 (10.5%) in 2019, as reported in the previous Verdugo Local Plan. Of the 39,401 Verdugo residents with disabilities, 19,600 (49.7%) have cognitive disabilities. Cognitive

4 Selected Social Characteristics: Burbank, Glendale, La Cañada Flintridge, 2023 American Community Survey 1 Year Estimates.

US Census Bureau
5 Educational Attainment: Burbank, Glendale, La Cañada Flintridge, 2022 American Community Survey 5 Year Estimates. US Census Bureau.
6 Veteran Status: Burbank, Glendale, La Cañada Flintridge, 2022 American Community Survey 5 Year Estimates. US Census Bureau.

Figure 6: Verdugo Residents 25 Years & Over with
No Diploma
Figure 7: Verdugo Veterans
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disabilities include individuals with intellectual disabilities and developmental disabilities (Figure 8), both which are target s for the design and development of VWDB’s career pathways for the most vulnerable populations. Individuals with disabilities have the highest unemployment rate of any underserved population with individuals with Autism Spectrum Disorders (ASD) recording at 39% according to National Institute of Health. The VWDB continues to focus on developing innovative programs and services for people with disabilities and prioritizing individuals with cognitive disabilities including autism, to address the profound unemployment rate.

The English Language Learner (ELL) population is another underserved population that is a priority for services for all AJCC partners. In determining the number of ELL that reside in the Verdugo tri-city community, the VWDB begins with examining the number of residents that speak a language other than English at home (Figure 9). An average of 47% of Verdugo residents (above the age of five years) speak a language other than English at home . Glendale records a rate of almost 67%, significantly higher than Los Angeles (LA) County which records that 57% of residents speak a language other than English at home, demonstrating the diversity of the VWDA.7

The Race/Ethnicity data for the Verdugo cities shows that 61% of residents identify themselves as White/Caucasian (Figure 10), this percentage includes the large immigrant, asylee, and refugee population from middle eastern countries that reside in the community who also identify as White/Caucasian . The community also includes

18.5% of residents who identify as Asian and 1 9.6% of residents who identify as Hispanic/Latino and 2.3% who identify as Black/African American . While the Race/Ethnicity data show the diversity of the tri-city community, the languages spoken at home and the number of residents who speak English “less than very well” reflect the barriers more accurately.

7 Selected Social Characteristics: Burbank, Glendale, La Cañada Flintridge 2022 American Community Survey 5 Year Estimates.

US Census Bureau.

Figure 8: Verdugo Residents with Disabilities
Figure 9: Speak a Language Other than English
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B. The Verdugo Workforce

The Worker Adjustment and
Retraining Notification Act (WARN)
requires employers who are
planning a plant closing or a mass
layoff to give affected employees at
least 60 days' notice of such an
employment action . Companies
submit the WARN letter to the
State of California Employment
Development Department (EDD)
and may do so even if the layoff
does not meet the threshold. Once
received, EDD sends a copy of the
letter to the local workforce board and notices are also accessible through the CalJOBS system. For the VWDA (Figure 11), a total of 12 WARN notices were received since the beginning of the program year, July 1, 2024 . Three of these WARN notices were for CalTech, Jet Propulsion Lab, representing multiple rounds of layoffs.

The WARN notices from EDD provide the VWDB and the VJC with insight to the layoffs occurring in the Verdugo community; however, the VWDB relies on the VJC Rapid Response Team for more current and accurate information on layoffs and plant closures.

Layoffs and closures may occur where a WARN letter may not have been submitted regardless if they met the threshold; therefore, the VJC must monitor the community to identify any potential downsizing or closure activity. The Rapid Response Team uses various information sources to monitor potential layoff activity. In addition to monitoring the news and periodicals, the Team also uses Econovue, a statewide system that tracks business activity and identify potential risk factors that may lead to layoffs or closures.

Figure 10: Verdugo Race/Ethnicity
Figure 11: Verdugo WARNs
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The Rapid Response Team then proactively outreaches businesses that may be affected and provides intervention services once the layoff is confirmed.

The VJC reports results of its Rapid Response services to the VWDB on a quarterly basis, including the number of workers affected by the WARNs (Figure 12), which totals 1,703 through December 31, 2024.

While WARN letters were received for
12 layoffs, the Rapid Response Team
is monitoring an additional six layoffs
that have been announced from July 1,
through December 31 , 2024, affecting
at minimum, 2,230 workers . Two of the
companies identified have not provided
the number of affected workers;
therefore, these numbers are not
included in the 2,230 count.

The Verdugo labor force is comprised of 170,000 residents (Figure 13), a loss of 1,500 workers since the beginning of the program year, July 1, 2024 through November 30, 2024. According to the State of California Employment Development Department (EDD), the labor force is determined by the number of residents who earned any income during the reporting period. The City of Glendale has the largest labor force recording 102,300 residents; however, lost 900 workers since July 2024.

Figure 13: Verdugo Labor Force Data (November 2024)
City Jul-24 Aug-24 Sep-24 Oct-24 Nov-24
Labor Force
Loss
Burbank 59,400

59,400

59,700 59,400 58,900 500
Glendale

103,200

104,000 102,900 102,300 900
LCF

8,900

8,900 8,900 8,800 100
Total

171,500

172,600 171,200 170,000 1,500

Reasons for labor force losses vary from retirements, layoffs, resignations, and other reasons for leaving the workforce including, staying home to care for children and/or parents. Prior to the pandemic, Verdugo’s labor force was 175,000 (December 2019).

During the peak of the pandemic, Verdugo lost 8.1% of its labor force, recording 163,900 workers in December 2020. Since the pandemic, Verdugo has not fully recovered with its labor force population and current numbers (Figure 13), record a 5.6% loss since the pre- pandemic level.8

8 Monthly Labor Force Data for Local Workforce Development Areas, Report 400 December 20 19-November 2024. Employment Development Department Labor Market Information Division.

Figure 12: Verdugo Workers Affected from WARNs
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Prior to the pandemic, the Verdugo tri-city community was experiencing historical levels of prosperity. In December 20 19, Verdugo cities recorded some of the lowest unemployment rates with 3.6% for Burbank and Glendale, and 1.7% for LCF (Figure 14).

During the peak of the pandemic , Verdugo experienced historically high unemployment rates, recording 20.9% for Glendale, 2 2.6% for Burbank and 9.8% for LCF. The unemployment rates have gradually declined as cities recovered from the impact of the pandemic; however, the unemployment rates have not fully recovered to pre -pandemic levels.9 As of November 2024, Verdugo records an average 6% unemployment rate with the highest rate recorded by Burbank at 7. 2%, significantly higher than the rates for the nation (4.2%), California (5.3%) and Los Angeles County (5.8%). While Glendale (5.7%) is lower than the Burbank unemployment rate, it remains higher than the nation and state rates.

Figure 14: Verdugo Unemployment Rates (Quarterly Rates Recorded)

Understanding the Verdugo community, its demographics, economic landscape and the impact of the pandemic, provides a profile of current strengths and challenges. This environmental scan sets the foundation for the continuation and reimagining of the workforce development system, including the partnership relationships to meet the needs of the community.

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C. The Verdugo Business Community

Following the pandemic, several
industries and sectors led the
recovery of the economic
environment. The community
began its recovery as Verdugo
businesses reopened and the
residents began returning to
work. As of 2019, a total of
49,621 businesses reside in the
Verdugo community, with a total
of 15,699 of those being women
owned businesses, and 14,598
being minority owned. A total of
3,387 of businesses are owned
by veterans (Figure 15).10

The VWDB also examines the
job ads to identify the Top
Occupations that are hiring.

Monitoring the job ads allows
VJC to ensure there is
alignment between the training
programs that develop the
occupational skills and the jobs
currently available . The VWDB
also ensures alignment with the
demand industry sectors, the
Top Job Ads, as well as the
VWDB’s target sectors. The Top
10 Verdugo Job Ads (Figure 16)
shows the greatest hiring in the
following industries: Healthcare
(Registered Nurses), Retail
(Salesperson) and Professional
and Business Services ( mostly
Software Developers)11 which are in alignment and support these sectors as targets for the VWDB. Retail salesperson has the most job ads even though healthcare has the most employees. Retail typically hires students in part-time positions which typically have high turnover; therefore, the higher number of job ads reflects the challenges that these employers face in maintaining a consistent workforce.

10 Business and Owner Characteristics: Burbank, Glendale, La Cañada Flintridge 2019 American Community Survey 5 Year Estimates. US Census Bureau.
11 Online Job Advertisement – September 2024 Help Wanted Online. Conference Board, Help Wanted Online; Employment Development Department, Labor Marked Information Division.

Figure 15: Verdugo Businesses
Figure 16: Verdugo Top 10 Job Ads
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Based on the occupations data (Figure 16), as well as
the labor intelligence provided in our Regional Plan, the VWDB reaffirms its target sectors as: healthcare,
manufacturing, professional and business services,
information, and retail trade (Figure 17). Manufacturing includes: LifeScience, BioScience, and BioTechnology,
which are also growth subsectors that are a focus for
the VWDB. As a region, the LABRPU is also targeting
healthcare, information , and manufacturing. Further,
occupations in these target industries provide
opportunities for VJC participants to attain employment in middle -skill and mid -level wages allowing them an
opportunity for job quality that leads to economic
security.

Understanding the economic and demographic landscape of the Verdugo Consortium, has allowed the VWDB to establish the strategic direction for the workforce development system, including business services and the development of new career pathways to prepare the workforce for these industries and sectors. The VWDB will capitalize on the resiliency and strength of the Verdugo business community and continued to develop its career pathways to prepare its labor force for returning to work in these industry sectors.

Leaning on its partners to develop innovative programs, career pathways will continue to integrate education, English as a Second Language (ESL), paid work-based learning and job placement, to successfully transition the labor force back to full-time employment.

II. ALIGNMENT TO REGIONAL PLAN

A. Local & Regional Plan Alignment

Several virtual and in-person public meetings using webinar platforms were held for local and regional planning throughout the LABRPU. Local workforce boards held meetings in their own communities and multiple meetings were held regionwide to discuss key issues that affect the entire Los Angeles Basin. Each local board hosted a community meeting to gather information specifically for the Regional Plan, and additional meetings to gather information for their respective local plans . The VWDB sent invitations for regional meetings to all partners and stakeholders and encouraged their participation to provide input on issues that impact the region. Participants in local and regional meetings included our VJC partners representing education; community-based organizations (CBO); WIOA Title II, III, and IV representatives; and business customers including those representing our target industries. Input was gathered from the stakeholders and used to inform the Regional and Local Plans.

The Regional Plan delineates several approaches for implementing regional sector strategies and career pathways that will assist in implementing core programs at the local Figure 17: VWDB Target Industries
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level. Local boards join to access funding for the region that support career pathways for priority populations.

B. Regional Plan Engagement

The VWDB participates in multiple activities throughout the year in order to ensure that the Local Plan is aligned and continues to align with the Regional Plan strategies and direction. Engaged in regional planning is defined as participating in and contributing to regional planning, regional plan implementation, and regional performance negotiations.

The VWDB participates in and contributed to regional planning and negotiating regional performance measures in the following ways:

1) The VWDB’s, Executive Director participates on all scheduled LABRPU meetings.

If the Executive Director cannot participate, a VWDB staff participates on behalf of the organization.

2) The VWDB is currently supporting the Regional Plan by inviting our local stakeholders to participate in meaningful discussions as well as providing needed information to incorporate in to the plan. Narratives describing high -road training programs were uploaded to a centralized folder for review and access by other boards and the Regional Plan writer.

3) The VWDB has participated in regional strategies to be able to service special populations including Transitional Subsidized Employment (TSE) which is administered by South Bay WIB and provides work -based learning opportunities for recipients of public assistance. Youth@Work is another program that the VWDB participates in which provides work experience for youth and is funded by the Los Angeles County Department of Economic Opportunity (DEO). The Regional Equity and Recovery Partnership (RERP) grant brough t local boards together to implement programs that target underserved populations including low- income, first-generation college students, and justice involved. VWDB partnered with Foothill Workforce Development Board and South Bay WIB to implement its program.

III. WIOA CORE AND REQUIRED PARTNER COORDINATION

A. Coordination with WIOA Core and Mandated Partners

The VWDB and VJC are proud of the partnerships they have developed over many years with their Core and Mandated Partners (Figure 18). Partnerships are solidified in the Partner Memorandum of Understanding (MOU). The MOU documents the services provided by each partner, including a matrix for “at -a-glance” reference by partners. In addition, a contact list is used for each partner so that staff can connect with the specific staff t hey can coordinate with for co -enrollment of participants as well as co -case 70 of 662

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management. The MOU also delineates how the partners contribute to the VJC infrastructure including the sharing of the costs by co-located partners.

Figure 18: Core and Mandated Partners
Mandatory Program Partner (s)
Adults (WIOA I) Verdugo Jobs Center/City of Glendale (one-stop/AJCC operator); Job Connect/City of Burbank
Dislocated Workers (WIOA I) Verdugo Jobs Center/City of Glendale (one-stop/AJCC operator); Job Connect/City of Burbank
Youth (WIOA I) Verdugo Jobs Center/City of Glendale (one-stop/AJCC operator); Glendale Unified School District; Burbank Unified School District; Glendale Youth Alliance
Job Corps Los Angeles Job Corps Center
Native American Programs United American Indian Involvement, Inc.

Veterans State of California Employment Development Department Wagner-Peyser State of California Employment Development Department Adult Education & Literacy Glendale Community College
Rehabilitation Act State of California Department of Rehabilitation Senior/Older Americans Act Los Angeles County Department of Aging and Disabilities Postsecondary Vocational Ed./Perkins Voc. Glendale Community College; GlendaleLEARNS/California Adult Education Program
Trade Adjustment Assistance/NAFTA/NTAAA State of California Employment Development Department Veterans/disabled veterans State of California Employment Development Department Housing and Urban Development Programs City of Glendale Unemployment Compensation State of California Employment Development Department Temporary Assistance for Needy Families Los Angeles County Department Public Social Services Reentry, Justice Involved Friends Outside in Los Angeles County

Prior to the pandemic, several partners were co -located at the VJC, including State of California Department of Rehabilitation (DOR), Glendale Community College (GCC), Glendale Youth Alliance (GYA) and State of California Employment Development Department (EDD). During the pandemic, all facilities were ordered to shutdown; however, this was lifted for essential services. Most partners continued their shutdown and when they reopened, primarily worked remotely. EDD and WIOA Title I staff remained at the VJC on a reduced basis. Most employees worked remotely, and only skeletal staff remained to answer phones and continue operations. The VJC was completely redesigned to offer virtual services and reopened immediately to serve the community.

The facility was also redesigned to ensure all health and safety standards issued by the Center for Disease Control (CDC) were met.

Partnerships with GCC, EDD, DOR, GlendaleLEARNS (Adult Education), GYA, school districts, labor, as well as all other core partners, are all essential to customer service.

Our partnership with GCC is a recognized role model in integrating workforce and education services. The partnership has been featured in multiple conferences, in both the workforce and education systems. With many local workforce boards having difficulty partnering with their local community colleges, VWDB’s integrated partnership with GCC is showcased as a best practice for others to emulate.

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The integration of workforce and education is demonstrated through the co-enrollment of students in VJC programs with adult education programs and/or Career Technical Education (CTE) through Strong Workforce Program (SWP). Further, a VWDB staff member serves as the Coordinator for the California Adult Education Program (CAEP) which has been branded as GlendaleLEARNS, and supports the CAEP Director in this capacity. In addition, the VWDB Executive Director serves as a member of the CAEP Consortium Board of Directors, further enhancing the integration of the two systems. ELL students are strategically co-enrolled in ESL, short-term vocational (STV) training, CAEP for work readiness, and WIOA I for work-based learning and case management.

Another key partnership is the one the VJC staff have established with VWDB members and other local businesses, accessing their expertise to expand partnerships and to gain insights on business and industry changes. These relationships have been established over many years of working together at the staff and leadership levels alike, and are crucial in developing ca reer pathways that build the qualified workforce that employer need.

B. Coordination of Services and Resources Identified in MOU

The MOU outlines all partner services, with an accompanying matrix that staff can use to easily identify services their participants need and the partner that provides them. The partner point of contacts meet on a quarterly basis to coordinate services, establish or refine processes, and ensure that services are provided in an integrated manner. Partner staff that provide services to participants also meet regularly with co-case managing staff.

Partners also meet to ensure processes are implemented, updates on services are provided and changing participant needs are identified and addressed through the workforce system.

The partners work together to address issues that may arise. For example, the partners worked on branding and developing a coordinated communication strategy to introduce potential participants and business customers to VJC services. Brochures and other instruments were developed to outreach participants with systematic introduction to all services, regardless of the partner that provides the service. The VWDB and VJC website has been redesigned to support the communication strategy. The redesigned website is set to be launched in 2025.

Another example of coordination is the partner team that was selected to train and use Customer-Centered Design (CCD) to identify Opportunities for Excellence (OFE) and use the tools to develop innovative solutions. The Verdugo Innovation and Vision Implementation Design (VIVID) Team redesigned the entire welcoming process and Universal Access services to better meet the needs of customers who visit the center.

CCD tools were also used to develop the VJC Strategic Co-Enrollment System.

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years, the VJC and its affiliate site, Job Connect, participate in a rigorous evaluation process using a performance excellence assessment. Results of the evaluation are documented and submitted to the VWDB to review, confirm standards are met, and certify the AJCC’s for an additional three years. The VJC and Job Conn ect must meet the certification standards in order to be eligible for funding.

C. Co-Enrollment and Common Case Management

The Verdugo Strategic Co-Enrollment System and Common Case Management is based on the successful system designed and used in the Verdugo CNC Machinist Academy at GCC (VMA). The VMA was founded at GCC in 2015, in partnership with the VWDB, the VJC, DOR, Lanterman Regional Center, GlendaleLEARNS and other workforce and community organizations, as well as manufacturing businesses. The VMA was designed with the assistance of local manufacturing employers to train adults with intellectual and development disabilities, targeting individuals with ASD, as CNC Machinists. The partners developed a strategic co-enrollment system to ensure participants receive all the services they need to successfully complete the career pathway program and attain full -time permanent employment with livable wages. After four cohorts trained through the VMA, the partnership achieved an 88% entered employment rate for this underserved population.

The system has been used as a model for other programs designed for ELL and CalWORKs recipients to coordinate and provide continuous Common Case Management and support throughout the participants’ enrollment. Key features of the integrated co - enrollment system include:

1) All partners were involved in the CCD research and design of the universal integrated co-enrollment system, facilitating buy-in from all partners.

2) A Student/Participant/Apprentice Success Team is established to meet weekly, or as needed, and monitor student progress, identify emerging barriers and identify resources to address those barriers.

3) A common intake packet is used that includes streamlined application forms, release of information waiver forms, work experience payroll forms, and grievance forms. Partners use the same packet to co -enroll a participant into each of their programs.

4) The completed packet is shared with all co -enrolling partners, including back up documentation needed by the partners to determine eligibility for their respective programs. Back up documentation may include copies of: government issued identification card , Social Security card, income verification and verification of disability. Results of any assessments completed by any of the partners is also shared as well as completed service plans such as Individual Employment Plans.

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5) A single point of contact for each participant that conducts intake, enrollment, and assessment is also the primary case manager for the participant throughout the enrollment process.

6) A designated Job Developer that is the single point of contact for the employers is also assigned. The Job Developer coordinates work-based learning opportunities including work experience and/or On-the-Job (OJT) that may be funded by either WIOA Title I, CAEP, or other grant . Job Developer also works with employers to coordinate on-site supervision and mentoring.

This innovative strategic co-enrollment system is recognized as a best practice that was used as a model for the Policy Guidance for Co -enrollment that led to the development of the Workforce Services Directive ( WSD) 19-09. VWDB staff participated in the statewide committee to develop the WSD and led the Technical Assistance Workgroup to develop tools to assist local workforce boards in implementing strategic co-enrollment in alignment with WSD 19-09.

The system is used for all career pathways to provide comprehensive services . Career pathways are used in Verdugo to develop technical skills; address education gaps by integrating ESL, Adult Basic Education (ABE) and/or Adult Secondary Education (ASE); integrate work-based learning such as work experience (WEX) , apprenticeship, or OJT; and connect to employers. Comprehensive career pathways are designed to serve underserved populations including low income, low levels of education, veterans, homeless, ELL, non-custodial parents, justice involved, and individuals with disabilities.

D. Facilitate Access to Services through Technological Means

The VWDB and VJC continuously seek to identify OFEs and develop innovative programs and services to meet the needs of participants and business customers. VWDB and VJC staff have never been more challenged than the most recent emergency event as a result of the COVID-19 pandemic. The VJC converted all services to a virtual platform in a week to continue providing services during the Shelter in Place Executive Order by Governor Newsom. Not only did the VJC staff convert services and required forms to a virtu al format, but also became digital literacy instructors to their participants to walk them through accessing services from their technology devices. Providing technology support became a daily task for staff as they assisted participants in troubleshooting any problems they were experiencing with their devices. The VJC staff not only rose to the challenge but without hesitation, provided immediate intervention and developed innovative approaches to providing services under the most difficult challenging times.

Innovative approaches developed by VJC staff include the complete reimagining of the intake process to expedite the determination of eligibility, enrollment into career services, and issuance of supportive services. VJC immediately converted to an online application process, adopting a pre -application strategy to expedite eligibility determination, implementing Adobe-Sign for electronic signatures, and adopting the system capability 74 of 662

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for participants to upload identification and other backup documentation in a secure manner to process enrollments. EDD also developed an online application process with the ability for customers to upload confidential documents to the CalJOBS system .

CalJOBS is used by AJCC’s throughout the system to enroll participants, and track participant services and outcomes.

The VJC migrated its application process to the EDD system once it became available and continues to use virtual services for all participants as needed and requested. To date, the demand for virtual services continues; however, those needing in -person services such as individuals with disabilities, continue to receive in-person services at the AJCCs. Customers exploring the VJC website can complete and submit an Information request and a case manager will contact them within 24 hours to provide information and begin the eligibility and enrollment process.

To increase the access to virtual services, the GlendaleLEARNS Coordinator, which is a VWDB staff member, negotiated with the City of Glendale Library Arts & Culture (Library) to purchase Chromebooks, laptops and hotspots using CAEP funds, and have them available for students /participants to check out and access services including distance learning. These VJC innovations are driven by customer -focused staff anticipating the needs of participants and implementing immediate changes to processes, policies, and procedures to address those needs.

E. Coordination of Workforce & Education Activities with Supportive Services

The workforce and education system are fully integrated in Glendale and is recognized as role model in both, the workforce and education systems. The GlendaleLEARNS Coordinator is a VWDB staff member who reports to the CAEP Director . The CAEP Director is also the Dean of Continuing Education for GCC. The GlendaleLEARNS Coordinator works to coordinate adult education partners, coordinates and facilitates monthly GlendaleLEARNS Consortium meetings, coordinates CAEP career pathways, ensures co-enrollment of students with WIOA I and WIOA participants with education.

The VJC and GCC partner to provide participants with education and skills training while VJC focuses on work-based learning, job placement assistance, and supportive services.

The VJC staff are onsite weekly at GCC to meet with students and introduce and co-enroll them to WIOA I services. In addition, VJC staff work with ESL and STV instructors at GCC and Los Angeles Mission College (LAMC) to visit their classrooms either in -person or virtually to introduce them to WIOA services including supportive services that may assist students’ persistence and retention. Students are co -enrolled with WIOA and provided with supportive services, paid work -based learning to assist them in tra nsitioning to permanent employment, and job placement assistance.

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F. Compliance with WIOA Section 188 and Americans with Disabilities Act

The VWDB and VJC ensure compliance with WIOA Section 188 and Americans with Disabilities Act (ADA), including WSD 17-01. Requirements are included in MOUs, on all published materials, and all contracts executed on behalf of the VWDB. The One -Stop Operator (OSO) ensures that all partners are kept updated on Equal Opportunity (EO) Issues and ADA. Annual trainings are held that focus on EO and ADA provided by the City of Glendale or through VWDB.

To ensure that VWDB and VJC are fully in compliance, internal monitoring is conducted on an annual basis by administrative staff and externally by EDD . The last external monitoring was conducted in 2024 which found that the VJC and Job Connect were fully in compliance. Compliance is also reviewed every three years through AJCC Baseline Certification. The Certification documents are submitted to the VWDB for review and certify the AJCCs once they confirm that they are each in compliance with WIOA Section 188.

IV. STATE STRATEGIC PARTNER COORDINATION

A. Coordination with County Health, Human Services Agencies & CalFresh

The VWDB has historically focused on providing services to low -income participants including those receiving public assistance such as California Work Opportunity and Responsibility to Kids (CalWORKs) and CalFresh, along with its partners and programs available at the VJC. The Los Angeles County Department of Public Social Services (DPSS), representative for CalFresh and Temporary Assistance for Needy Families (TANF), attends all partner and leadership meetings to ensure services are coordinated with all VJC partners. DPSS provides annual training for all partner staff to help them identify potential eligible participants for public assistance including CalFRESH.

The VWDB and the VJC rely on the co-enrollment process and the MOUs to jointly serve participants in a seamless and integrated manner and share information across partners.

Challenges remain in access to information systems for real -time information to better serve participants. Each partner uses their own information system to track and report participant services and there is no system currently available that allows partner agencies to access information from each other. Therefore, the partners continue to share hard copies or electronic encrypted transfer of information i ncluding completed intake packets and back up documentation to facilitate co-enrollments. All release authorizations and confidentiality agreements are on file for participants and partners before information is shared. To develop and customize services a s well as coordinate co-enrollment for CalFRESH recipients, the needs of these participants are identified from the providers and supported by demographic data.

The overall population for the Verdugo Consortium is 3 19,794 (Figure 1) residents, and the median income for the tri-city consortium records at $91,926 (Figure 4). However, the 76 of 662

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high median income from the affluent city of LCF increases the overall median, leaving a misrepresentation of the residents with multiple barriers that need services, including public assistance. For example, the overall average poverty rate for the Verdugo Consortium is 9.67% with Glendale recording the highest poverty rate at 1 2.9% (Figure 19).12 These data demonstrate that the median income is skewed by the data of one city, while significant poverty remains in the remaining two cities.

Figure 19: Verdugo Consortium: Population, Income & Poverty Rates

Demographic Burbank Glendale LCF
Poverty Levels 12.3% 12.9% 3.8%
Population Below Poverty Level 12,603 23,960 720

The total number of Verdugo residents living below the poverty level is 37,283 (Figure 19), and the total number of households living at or below the poverty level is 109,038 (Figure 20). However, only 23,073 households are receiving CalFresh, representing

21.2% of the poverty population 13 (Figure 20). These data indicate that 85,965 households living at or below poverty level are not receiving CalFresh assistance, even though they may be eligible.

Figure 20: Verdugo Consortium: Households Receiving CalFresh

Demographic Burbank Glendale LCF
Number of Households at or Below Poverty Level 37,236 65,716 6,086 Number of Households Receiving SNAP/CalFresh 5,042 17,714 317 Percent of Poverty Households Receiving CalFresh 13.5% 27% 5.2%

All career services and career pathway programs are customized or designed to address the barriers of CalFresh recipients. Currently, CalFresh Employment & Training (E&T) services are only available through DPSS and not service providers. Recipients volunteer for E&T, unless they receive General Relief. General Relief recipients are required to participate in E&T. DPSS expects to procure this service in the future so that other organizations throughout the region will be able to provide E&T and receive the 50% reimbursement for costs incurred. Working with partners and WDBs across the region, VWDB participates in programs and projects that focus on CalFresh recipients.

Adult education partner, GCC, is recognized as serving the highest number of CalWORKs participants in California (CA), providing ABE/ASE as well as parent education; ESL; and non-credit career courses such as Account Clerk, Microsoft Office, Medical Front Office or Dental Front Office. Most of these students are also receiving CalFresh services.

12 Selected Economic Characteristics: Burbank, Glendale, La Cañada Flintridge. 2023 American Community Survey 1 - Year Estimates (La Cañada Flintridge data are 5-year estimates). US Census Bureau. 13 Ibid, Selected Economics Characteristics.
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Dedicated GCC career counselors provide support services to the CalWORKs participants and assist them in enrolling in non -credit courses and transitioning them to higher education at the credit courses available at the GCC Verdugo Campus.

Participants are also referred to VJC case managers who are co -located at the Garfield Campus for co -enrollment into WIOA Title I, and CAEP for earn and learn work -based learning opportunities such as WEX and OJT. VJC Case Managers also provide job placement and retention services.

The VJC also partnered with the fee -based short -term vocational training which were developed in partnership with DPSS and CalFresh. Vocational programs such as phlebotomist training were established specifically for CalFresh recipients to gain in - demand skills and subsequently attain permanent gainful employment. The VJC co - enrolled students to provide supportive services and assist in transitioning them to paid work-based learning and full-time employment.

The VWDB partners with DEO to serve participants that are homeless through the VJC’s Regional Immediate Intervention Services for Employment (RIISE) and often, these participants are also recipients of CalFresh . Using County Measure H funds, the VJC provides work readiness and WEX to individuals who are homeless. As one of three Continuum of Care (CoC) Cities in LA County, Glendale provides comprehensive housing and support services to individuals and families who are homeless. The CoC and CBOs, such as Asencia, provide referrals to RIISE to prepare and transition participants to full - time permanent employment earning self -sustaining wages. CoC and CBO referrals ensure that participants are food secure, housing secure, and are ready for employment.

Many part icipants are receiving CalFresh and other public assistance during this transitional period until they attain/retain employment. In keeping with other successful VWDB programs, a dedicated RIISE Case Manager is assigned as the single point of contact for referring agencies as well as participants.

The VJC worked with Pacific Health Clinics and LAMC to design a pre -apprenticeship program to train Early Childhood Education (ECE) Teacher Assistants. Students are recruited from the local Head Start programs which are verified low -income as a requirement for children to participate in these programs. Further, almost all are parents that receive CalWORKs and CalFresh. The parents are excellent candidates for this pre- apprenticeship not only because of their need for work but their interest in being close and involved in their children’s education who are attending the head start program.

B. Coordination with Local Child Support Agencies and Others for Non-Custodial Parents

The VJC has met multiple times with the Department of Child Support Services (DCSS); however, coordination with the agency is a considerable challenge. The county agency must coordinate with all seven workforce boards located in the LABRPU and that is a challenge for county agencies. DEO has committed to taking the lead in coordinating with their own county agency, and that effort is underway, according to DEO staff. DEO will 78 of 662

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coordinate with DCSS on behalf of all seven boards and act as the primary point of contact and facilitate the mutual referral process.

The VJC partners meet with DCSS as often as possible throughout the year and they are invited to all meetings; however, due to limited staffing, they are not always able to participate. Nonetheless, all partners have been trained by DCSS on their services and tools available to assist non-custodial participants. Participants that are identified as non- custodial, are referred to DCSS if they are not on their caseload already. DCSS provides updated information and resources as needed by VJC partners. Without DCSS as a fully participating partner, the VJC has used other partnerships and strategies to outreach non- custodial parents.

Current VJC partners, which include WIOA and non -WIOA funded agencies, work together to outreach and provide services to non -custodial parents. GlendaleLEARNS includes the adult education services available at GCC Garfield Campus which offers the Parent Education training that non-custodial parents are required to attend by court order.

The VJC conducts presentations to the group to outreach and offer workforce and other community services. Partners identified the barriers to employment (Figure 21) that non- custodial parents experience and this information is used to plan services including supportive services. Co-located partners at the VJC include : EDD providing Title III services; GCC/GlendaleLEARNS Coordinator; and GYA, serving youth and young adults, including teen parents. The regional project, Prison to Employment 2.0 (P2E), that is administered by South Bay WIB, and that all seven boards participate in, also provides referrals of those justice involved parents that are non -custodial parents. Referrals are made by California Department of Corrections to the local boards who follow up to provide services. Local boards also outreach and recruit justice involved individuals to provide services and in these processes, non-custodial parents are identified to address their needs as services are provided. All Basic and Individualized Career Services are provided as well as training, WEX, OJT; job placement; and retention services.

Figure 21: Non-Custodial Parents: Barriers to Employment

• Mental health
• Debt repayment/wage garnished
• Suspended license / License removal
• Feelings of helplessness, no way out
• Other barriers: homeless, reentry
• Lack of education; drop-out
• ELL
• Friction with the other parent
• Lack of parenting skills
• Financial counseling: not aware of the benefit of
working and earning salary even when wages
are garnished

Other barriers these parents face include the court ordered mandates they must meet to regain custody including multiple weekly drug testing, parent education, counseling and other activities that impact their availability for career training and employmen t. Other issues identified include the impact of feeling overwhelmed with child support in arrears, or a negative relationship with the custodial parent. Partners identified the intensive counseling that may be needed to support these participants and care er pathway programs that accommodate their scheduling needs. For example, partners will explore incorporating required parent education courses within the career pathway curriculum to 79 of 662

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accommodate this need. Additionally, parents who are overwhelmed with child support debt can be referred to DCSS which can help establish a payment plan that meets their needs. Some non-custodial parents may have their driver’s licenses captured if they are not paying court ordered child support and this may impact their ability to participate in programs or employment. DCSS can also assist these parents in regaining their licenses if they enroll in workforce development programs or attain employment.

Most of the services that were identified benefit all segments of the Non-Custodial Parent population, as well as all special populations. Specific services such as ESL/ABE/ASE meet the needs of ELL and those lacking education including a high school diplo ma or equivalent. Career pathways in labor demand occupations with competitive wages and direct links to employment was identified as a primary need for all segments, using Verdugo’s CNC Machinist Academy as a model which infuses all necessary services and support services in the curriculum. Because non -custodial parents often must demonstrate they have employment in order to begin to regain custody of their children, career pathways with integrated work-based learning is a critical service.

C. Coordination with Local Partnership Agreement Partners for Competitive Integrated Employment

The VWDB has focused on serving individuals with Intellectual Disabilities and Developmental Disabilities (ID/DD) for the past 10 years. While the VWDB and the VJC have served people with disabilities for many more years, the strategic focus on ID/DD began 10 years ago with the examination of the demographic data, the increasing rates of Autism Spectrum Disorders ( ASD), and the partners’ commitment to develop career pathways for this underserved population. The partners, including VWDB, VJC, GCC and its DSPS Counselors, GYA, DOR, Lanterman Regional Center, GlendaleLEARNS and Foothill Special Education Local Planning Area (SELPA), among others, worked together to develop and implement the Verdugo CNC Machinist Academy. Since its inception, the partners launched a Customer -Centered Design project that resulted in the universal strategic co-enrollment system to co -enroll all individuals with disabilities using a single process and common intake application packet. The co -enrollment system is the foundation for the integrated approach to delivering services as a partner team. All VMA students were co-enrolled in multiple pr ograms with multiple funding sources to ensure all services and supports are provided as needed, allowing for the braiding of resources while avoiding duplication.

To address Competitive Integrated Employment (CIE), the VWDB was awarded a grant from DOR to implement an innovative WEX program: Student Training and Employment Program (STEP). Operated by GYA, as the VWDB’s youth provider , the STEP project provides job preparation training, including job exploration, workplace readiness skills training, and work -based learning experiences through summer work experience, to students with disabilities. The overall goal of STEP is to increase services provided to students with disabilities and connect them to the workforce.

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The VWDB continues to work towards expanding career pathways to individuals with ID/DD using the VMA as the model for co -enrollment. The VWDB has partnered with Friendship Foundation to expand services and ensure participant success while creating additional CIE opportunities. CIE is not a new concept to the VWDB and its partners. The partners made a conscious and unanimous decision that no participant would ever be placed at subminimum wages. The VWDB has never placed any pa rticipant, including those with disabilities, earning below the minimum wage at the time of placement.

The Friendship Foundation serves more than 1,800 residents annually from across the Los Angeles Basin, focusing on individuals with ID/DD. The Friendship Campus is under construction and is scheduled to open in 2025 to provide vocational training and job placement, giving individuals with special needs the tools to transform the workforce and find a lifelong passion and purpose. The VWDB recently began designing career programs with Friendship Foundation to address the increasing number of employers seeking to hire neuro -diverse indiv iduals including Skechers, TJX Companies, Inc., Kinecta Federal Credit Union and Moose Toys. Due to current demand, the VWDB and Friendship Foundation are implementing a pilot career program prior to the launch of the Friendship Campus, including transitional jobs services, to address the immediate needs of the participants with ID/DD and the employers.

To further expand CIE, the VWDB and DOR celebrate a highly integrated and successful partnership as demonstrated through its projects. To further demonstrate the integrated partnership with DOR, Local Partnership Agreements ( LPA) have been developed with the three school districts within the three cities of the Verdugo Consortium: Burbank, Glendale and La Cañada Flintridge Unified School Districts. The VWDB is including in all three LPAs as a key community partner.

The purpose of the LPAs is to foster preparation for and achievement of CIE for youth and young adults (ages 14 through 22) with disabilities including individuals with ID/DD.

Through person -centered planning and streamlining the provisions of services, t he collaboration will increase communication between partners, remove barriers, avoid duplication of services and increase overall employment outcomes for this population, in alignment with the VWDBs current programs including its strategic co-enrollment system for participants with ID/DD.

The VWDB’s commitment to serving individuals with ID/DD is not only based on its Vison, Mission, and Values and dedication to serving individuals with disabilities, but also due to the number of ID/DD in Verdugo that need assistance. Based on VJC experience in working with this underserved population, many do not enter the workforce because of the lack of services and opportunities available for this customer segment. With 39,401 Verdugo residents with disabilities , of which 19,600 (49.8%) have cognitive di sabilities (Figure 8), the VWDB will continue to prioritize individuals with ID/DD for services and continue its partnerships to ensure participants enter competitive integrated employment.

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D. Coordination with Partners to Serve English Language Learners

The Verdugo Consortium is a diverse region with a bout half (46%) of its population speaking a language other than English (Figure 9). A total of 135,808 residents are born outside of the US, representing 42% of the population, with 74,367 of these reporting that they speak English “less than very well” (Figure 22). These individuals represent potential candidates for our ESL courses, regardless of their employment status.14

GlendaleLEARNS has several partners
including community-based organizations
that provide services to new immigrants,
asylees and refugees. These partners
include JVS SoCal, International Rescue
Committee (IRC), and Armenian Relief
Society (ARS). According to the partners,
Glendale was receiving 2,000 refugee
referrals per month from DPSS. Over the
past four years, GCC ESL classes have
held a steady waitlist each semester of
more than 1,000 students. One of the
requirements for refugees to receive their
cash assistance is to enroll in training, including ESL, or find employment. With most refugees waiting months to receive their right to work documents, enrolling in education and training is a viable option.

The VWDB and VJC, rely on partners to jointly serve ELL and meet their needs to achieve their career and educational goals. The GlendaleLEARNS Coordinator, a VWDB staff member, coordinates workshops and classes for ELL with the community-based organizations such as IRC and ARS as well as the Glendale Library Arts & Culture .

Partner classes, including ESL, have assisted GCC in managing its waitlist of students until seats open on campus. GCC has added numerous classes and ESL instructors; however, the long waitlists remain as new immigrants continue to enter the community.

In addition to ESL, they offer citizenship and acculturation workshops as well as counseling, and legal, and financial services.

Partners identified several barriers to employment faced by ELL. Many were common across the priority customer groups including career skills that can assist them in gaining employment with sustainable wages and career progression leading to upward mobilit y.

Barriers that are unique to this population were identified as follows:

1) Academic issues in writing and speaking;

2) Need childcare services during class; in particular those that are not working and cannot afford to pay for childcare;

14 Selected Social Characteristics, 2023 American Community Survey 5-Year Estimates. U.S. Census Bureau.

Figure 22: Speak English Less Than Very Well
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3) Some are not literate in their own language which makes ESL more challenging;

4) Many have gaps in basic education, lack of diploma or credentials that were earned in their native country and not recognized in the US.

To address these barriers and needs, the partners have designed customized career pathways to transition these participants to employment that offer competitive wages. The American Medical Assistant (AMA) career pathway was designed as a nine -month program that offers dual credentials for front office and back office medical assistant. The curricula integrates contextual ESL, including medical terminology to fully prepare students for their new occupations. The VJC has added WEX to complete the career pathway and graduates from the program will enter paid WEX for up to 216 hours, to meet the state certification for medical assistants . Co-enrollment into WIOA I also provided students with supportive services that assisted in continuing their training during the most difficult time. This strategy has expanded to Dental Assistants and other STVs including Accounting. We also expect to add WEX to graduates of the Certified Nursing Assistant (CNA) which is expected to launch in the Fall 2025.

To further prepare participants that are ELL, new courses were added at our GCC Garfield Campus that focus on ESL in the workplace and include common slang and idioms to assist individuals in transitioning effectively into the workplace. The partners will continue to design and implement career pathways that are customized to the needs of ELL participants.

E. Coordination with Local Veteran Affairs

The VWDB has maintained a partnership with our local Veteran Affairs office even before the award of the Veterans’ Employment-Related Assistance Program in 2018, as well as other organizations that serve veterans including our EDD co-located partner. The current liaison with Veteran Affairs is a former GlendaleLEARNS partner, representing DOR, who worked closely with the GlendaleLEARNS Coordinator who is also a VWDB staff member.

In addition, the VJC maintains partnership with multiple organizations in order to outreach and provide services to veterans.

Mutual referrals and co-enrollments occur with EDD staff who work directly with veterans in order to ensure that full array of services is made available to these participants. An additional partner is the Salvation Army’s Veterans Employment Services which is committed to promoting VJC services and programs and mutual referrals. This partner expands services offerings to support veterans in their journey toward employment:

• assessment to identify interests, strengths, and talents; • assistance in overcoming barriers to employment;
• resume development and interview skills training;
• individualized job search coaching and strategies;
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• connections to training and housing resources;
• pre-employment counseling and supportive services; and • post-employment coaching and supportive services.

The VWDB and VJC will continue to expand its partnerships to outreach and provide services to veterans as a priority population.

F. Coordinate with Partners to Address Environmental Sustainability

The VWDB has focused on the Life Science industry sector for more than nine years and this industry is at the forefront of environmental sustainability. The demand for product development from the Life Science sector has been significantly increasing over the past 10 years. The continued growth in population requires more sustainable methods to grow food, keep people healthy, produce energy and manufacture biological drugs and therapeutics. Labs across the country are working to meet these demands and contributing to the burgeoning Life Science industry sector, including BioScience. The Los Angeles Basin employs approximately 20 percent of the state’s Life Science workforce and is expected to continue to increase. In 2023, Los Angeles had more than 82,000 jobs in the Life Science industry sector and supports 223,971 jobs with average annual earnings of approximately $109,071. Life Science includes the following sectors:

Biotechnology and Biofuels, Biopharmaceuticals, Devices and Diagnostics Equipment, Life Sc ience Trade, and Research and Lab Services. Together, the sector generates $66.9 billion in county economic output and total labor income of $19.1 billion per year.

To create the qualified workforce to meet the hiring demands of the region’s industry sector leading the technology development for environmental sustainability , the VWDB partners with local colleges for the Biotechnology career pathways including Los Angeles Mission (LAMC), Glendale Community (GCC), and Citrus Colleges among others. The Career Technical Education (CTE) cover the following Body of Knowledge: Biol ogy and Microbiology, Chemistry and Math, Environmental Health and Safety, Quality Assurance and Regulatory, Process and Equipment, and Validation. Programs typically run for one semester and students earn a certificate of completion. To earn an industry -valued credential, the students register for the Biocom Technician Certification (BioTC).

In order to facilitate the identification of qualified candidates, the VWDB developed the BioTC Collaborative which is led by three BioScience businesses: Grifols Biologicals, Prolacta and Gilead. It also includes three community Colleges: LAMC, GCC, and Citrus, as well as the VJC. Coordinated and administered by the VWDB, the BioTC partnered with four additional Bioscienc es companies to develop the assessment instrument and digital credential: Amgen, Takeda, Kite and Neutrogena. Students graduating from a Bioscience CTE program are eligible to take the assessment and those earning a 70% score or higher earn the BioTC, an industry -valued credential/certification. LAMC was designated by the Collaborative as the “hub” to administer the assessment to students using the CANVAS Learning Management System used throughout the California community college system. Faculty, staff and students are familiar with the CANVAS 84 of 662

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system used throughout the community college system for testing, therefore, facilitating its use for administering the assessment in person or virtually to address student needs.

Digital badges are generated from the CANVAS system which can then be include d on resumes to facilitate identification of these qualified job candidates by employers.

Credentialed students work with the VJC staff who connect them to the BioScience companies for interviews and employment.

The BioTC Collaborative will be working over the next year to increase the number of employers engaged in BioTC. The Collaborative is looking to expand from BioPharma , which was needed during the pandemic, to include manufacturing in other sectors and sub-sectors focusing on sustainability including: food, water, distillery, environmental and agriculture, as well as nutraceuticals, cosmetics, and medical devices.

V. WIOA TITLE I COORDINATION

A. Professional Development in Digital Fluency

Professional development in digital fluency occurs throughout the year with trainings provided by the City of Glendale and support from the City’s Information Technology (IT) Department. The Help Desk is available during work hours for staff to access individual technical assistance as needed to support digital fluency. The City requires all staff to acquire and maintain digital fluency and includes cybersecurity training to maintain integrity and confidentially as well as security of our systems and commun ity and participant data and information. Trainings on CalJOBS are offered by EDD throughout the year as well as trainings on Econovue, which are also offered throughout the year.

The VWDB and VJC staff converted all programs, services, and functions to a virtual format in one week during the pandemic as staff were required to Shelter in Place and work remotely from home, in compliance with the Governor’s Executive Order. A skeletal staff remained at VJC to answer calls and provide in -person services for special needs customers such as those with disabilities. This required staff to learn how to use virtual platforms such as Zoom, WebEx, Adobe Connect, and Microsoft Teams. While the City provides training on WebEx and Microsoft Teams, staff used YouTube videos and instructional videos provided by the platforms to quickly be able to use the technology that partners are using. All staff received virtual training and instructions on accessing their work desktop remotely as well as “shared files” on the intranet. Trainings were also provided for Docu-Sign and CalJOBS Pre-Application.

The VWDB MIS lead staff will often receive training from EDD and in turn, train staff on the use of the software applications and platforms. While training typically occurred in - person, they are now provided through virtual platforms. In addition, to being trained, VJC staff also trained participants on using virtual platforms, Docu -Sign, Adobe files and completing electronic forms. This required extensive staff time to walk individuals through the applications in order to ensure they were able to access services as the training was conducted by phone. As recipients of the ELL Navigator Grant, training was also provided 85 of 662

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by the Grant Coaches on providing virtual services. The VJC partners identify staff trainings on an annual basis and coordinate them throughout the year using funds allocated to the LABRPU for professional development. Trainings are usually added throughout the year in order to meet identified needs. As new software applications and platforms are introduced to improve virtual services, staff will continue to be trained to address these changes.

B. Professional Development in Cultural Competencies

The VWDB and VJC staff participate in multiple trainings throughout the year to continuously develop cultural competencies. Due to the diversity of its community, as well as its focus on targeting underserved populations, maintaining and refining its cultural competencies is key to providing legendary services to all participants regardless of challenges they may face. This dedication is exemplified with its programs and services designed for participants with ID/DD, being the first local workforce board in California to implement career pathways for these participants that lead to competitive wages that support independence while capitalizing on their talents. The VJC’s expertise in serving ID/DD has been recognized and has provided training and technical assistance to other partners and local workforce boards, including the VWDB training, “Who Put the Stars in the Sky” which focused on serving participants with autism and attended by more than 30 staff representing all seven workforce boards that comprise the LABRPU. The One-Stop Operator coordinates training for all partner staff in Equal Opportunity including WIOA Section 188.

As a community that has a high population of immigrants, asylees and refugees, cultural competence is critical to serving these participants. The VJC hires employees from the community to ensure they reflect the participants they serve, including bilingual capabilities in languages such as Armenian, Farsi, Russian, and Spanish. Staff participate in trainings offered by California Workforce Association (CWA) and EDD on serving ELL, as well as trainings from our partners such as IRC that provide annual trainings on serving immigrants, asylees and refugees. With many of the immigrants in the Verdugo community coming from war-torn countries, expertise is needed to serve trauma-exposed populations. Multiple trainings have been provided to all partner staff in trauma-informed care to provide them with support as they serve the diverse communities. Given the diversity of the VJC staff and their cultural backgrounds, many have experienced trauma from their birth countries, they are most prepared to provide the suppor t the participants need to assist them in their transition to their new country and enter the work environment.

As trainings are implemented for staff to strengthen their skills in serving trauma exposed individuals, leadership honors the staff’s background in this professional development area.

In addition to Verdugo immigrants, c ultural competency to serve trauma exposed individuals is also needed in serving victims of domestic violence; veterans, in particular, women with Post Traumatic Stress Disorders (PTSD); LGBTQ; and even ID/DD who have endured years of bullying and physical and mental abuse. This trauma was discovered in 86 of 662

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the Emotional Intelligence course offered to participants where our participants with ASD described in detail the horrific bullying and abuse they endured growing up. The competence to provide counseling and support while supporting their recovery and perseverance as survivors , is a skill and talent that is gained through experience and practice in addition to classroom training.

In alignment with cultural competence, staff have participated in trainings to design programs to increase equity across diverse populations including underserved populations and people of color. This allows the VWDB and VJC to capitalize on its expertise of building career pathways for ELL and ID/DD customized to provide the support needed to ensure equity so they can achieve success in a rigorous program and curriculum needed to prepare them to be competitive on the job. Infusing ABE, ASE and VESL into cu rricula for career pathways, as well as common case management and support provided in the classroom and the provision of supportive services, are examples of how gaps are addressed to increase equity so participants can successfully complete their career pathway and attain employment in the same manner that a student without barriers can achieve the same.

C. Coordinate Workforce Activities with Rapid Response Activities

The VJC offers a comprehensive set of services for businesses. Business services include Rapid Response services for those organizations that are faced with the difficult decision to lay off employees due to downsizing or closures. As members of the VJC Business Services Team ( BST), Rapid Response staff track indicators of potential reductions, at-risk business, and notifications submitted to VJC and/or EDD, including those submitted to meet the Worker Retraining and Notification (WARN) Act. Staff also use resources such as Econovue and connections with Economic Development Departments for the Cities of Burbank and Glendale to identify potentially “at -risk” companies. These at-risk companies are then targeted for business outreach that occurs daily, for support and resource referrals.

The goal of Rapid Response services is to outreach business and provide intervention services to avert any potential layoff or closure. The VJC BST partners with the City of Glendale’s Economic Development and Burbank’s Economic Development to outreach businesses identified as potential at-risk and provide assistance and resources to assist with business turn -around. For those organizations that must proceed with layoff, a full array of services is available including orientations to affected workers, counseling and guidance to affected workers and management, and transition services to VJC services or alternative employment. The current economic uncertainty, inflation, and rising costs of doing business, layoff s have continued to occur, regardless if they were required to submit a WARN (Figures 11 and 12). As a result of the continued layoffs, Rapid Response services continue to be in demand.

Rapid Response staff coordinate services with statewide rapid response activities by participating in quarterly meetings held. Staff have hosted the in -person meetings in the 87 of 662

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past and will continue to support the meetings in the future. The meetings now occur virtually, and staff continue to participate to network with other service providers and to understand the statewide activities including layoffs that occur in an industry that impacts business throughout the state. The VWDB also partners with other local boards to serve businesses throughout the region. For example, VWDB partnered with Foothill WDB to serve the mass layoff from the Jet Propulsion Lab (JPL) located in the VWDB Consortium city of La Cañada Flintridge. With residents in both areas affected, the two workforce boards joined to submit applications for funding and coordinated services to ensure the workers were effectively outreached, recruited and served.

D. Adult and Dislocated Worker Activities and Targeted Populations

The VWDB oversees the full -service VJC located in the City of Glendale as well as the Job Connect, the affiliate center located in the City of Burbank. The Job Connect expands access to residents of Burbank as well as residents in the surrounding area who may find the Job Connect a more convenient location. Although it is an affiliate site, it is a highly active center offering Universal Access Services, Rapid Response and Business Services. The Job Connect also serves as an on ramp to the VJC for comprehensive services, training and career pathways and they connect participants with VJC as the comprehensive center in the community . VJC staff are outstationed at the Job Connect for training enrollments at least once per month for the convenience of customers. They are also available to be outstationed as needed. VJC services are also available virtually for participants who prefer to access services from the convenience of their own homes.

In addition to the Job Connect, the VJC staff are outstationed at GCC and Burbank Adult School to outreach students who need assistance. Through its comprehensive VJC, the VWDB provides the education and training necessary to create the competitive human capital required for business sustained growth and industry leadership.

Based on its experience and business acumen, services are strategically developed to support the local business’ visionary leadership, as well as the intelligent risk -taking needed to compete in the global marketplace today. To achieve this goal, the VWDB has reinvented its services to increase business engagement and capitalize on their leadership role. Traditional services focused on the participants, training them, and then working with them for job placement. This process has been inverted and now, the VWDB and VJC focus on the businesses and their need for human capital. The VWDB convenes the partners which include the business employer, community colleges and other partners to design the program that will develop the skills that the employer needs. The key success factor is that the business leads the team, leads the design of the curricula and overall process, and has first choice of students to interview and hire. The employer also convenes other employers to be involved with the design and delivery of the program as well as interviewing and hiring the participants. A prime example of this strategy is the BioTC Collaborative and project.

The BioTC Collaborative is currently led by Prolacta and includes Grifols Biologicals and Gilead along with three community colleges, Citrus, Glendale and LAMC. The VWDB 88 of 662

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coordinates and administers the BioTC Collaborative which also includes the VJC as partner as well as Biocom California Institute (Biocom) as the industry association. Also contributing to the project are four additional BioScience companies including: Amgen, Takeda, Kite, Prolacta and Neutrogena . All business representatives assisted the Collaborative in developing the assessment instrument that is used to measure the competencies achieved by students graduating from any BioScience CTE program in the Los Angeles Basin. Graduates who pass the assessment with a 70% score or higher, will earn a digital credential to confirm their competencies. All graduate s who earn a credential, are prime candidates for interviewing by any of the seven companies as well as other BioScience companies in the region.

The VJC is also partnering with Biocom, to connect recipients of the credential to the hundreds of members who are seeking BioTechnology Technicians. Using a web-based portal, CareerHub, the VJC, in partnership with Biocom, will match students with member companies, creating a centralized pool of qualified, credentialed candidates for hiring employers. With businesses leading the creation and implementation of an industry - valued credential, adds to the industry -wide validation and recognition of the credential which adds value to the students who earn the digital badge.

The Verdugo BioScience Fellowship program was designed in partnership with Biocom, with the goal to facilitate access by employers to qualified job candidates. Biocom has been an integral partner in the implementation of the BioTC project. As an industry association, Biocom leads the business engagement activities for the project to ensure that employers are introduced to BioTC and are able to connect with the cr edentialed students that are ready for entry level employment, including facilitating the development of worksites with their members for our participant’s work experience hours. The VWDB is now offering Fellowship opportunities to participants to further connect these job seekers to employers. The Fellowship provides meaningful career readiness experiences to credentialed students ready to obtain gainful employment in BioScience. Fellowships also assist veterans and dislocated workers in transitioning their specialized skills to the BioScience industry sector.

Participants are matched with an industry professional over a six -month period for 1:1 career development and guidance, resume review and customization for the industry, and preparation for interviews in BioScience companies. Networking events include care er fairs, panel presentations and industry symposiums, and company tours that allow participants to directly connect with employers. Mentorship continues during the job search and job placement process to ensure success. The VJC launched its first Fellowship cohort in January 2025 to ensure the career exploration service meets the needs of participants as well as ensure overall program success. Evaluation and any adjustments needed will be implemented prior to any further cohorts being scheduled.

Another example of an industry-valued and employer led career pathway is the VWDB’s ECE Pre -Apprenticeship program. Led by Pacific Health Clinic Services’ Head Start program, the program was designed in partnership with LAMC. The VWDB facilitated the process and the VJC partnered to co-enroll the participants for case management, issue 89 of 662

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supportive services, coordinate the WEX and assist with job placement assistance. The VJC partnered with additional employers convened by Pacific Clinics: Families Forward and Bright Minds to address the shortage of Early Childhood Education (ECE) teacher aides. This program is targeted to English Language Learners and low income or recipients of public assis tance and was launched in February 2023. The business led partnership designed a Pre -Apprenticeship model that combines classroom training provided by LAMC and 150 hours of WEX at the employer worksites. Upon completion of the Pre-Apprenticeship, participants are hired by one of the three employers. To date, the partnership has increased with the addition of two employers: Foothill Families and Volunteers of America.

The short-term vocational training consists of the required six units to qualify as a teacher aide. Students complete two courses: Infant and Toddler Development and Child, Family and Community. The students are provided with program on -boarding, tutoring, counseling and support throughout the pre -apprenticeship which spans over 16 weeks, to ensure that the students have all services needed to be successfully complete the program. Prior to completion, the students begin their paid work -based learning for 15 0 hours required prior to being hired and beginning apprenticeship with their new employer.

The 150 hours of work -based learning is completed with one of the partner employers dedicated to interviewing and hiring the students. The first cohort was launched in 2024 and consisted of 30 students, of which 27 successfully completed the pre-apprenticeship and 27 were hired by the participating employers for the full apprenticeship.

Expanding the VWDB’s dedication to addressing the Teacher Assistant shortage as well as the shortage of ECE, the VWDB partnered with Early Care and Education Pathway to Success (ECEPTS) to offer apprenticeships throughout the state. The VWDB received a grant from the Department of Industrial Relations, Division of Apprenticeship Standards to implement apprenticeship throughout the state. ECEPTS convened partners across the state which included community colleges as the training providers, local workforce boards, ECE employers, as well as other partners to establish the apprenticeships in their respective communities. To date, 206 participants have completed the first 90 days o f their apprenticeships and will be eligible for salary increases and promotional opportunities once they complete their apprenticeships.

Figure 23: Target Populations
VWDB Target Populations
▪ Low income incuding: Temporary Assistance to
Needy Families (TANF) or CalWORKs
Recipients
▪ CalFresh recipients
▪ Non-custodial parent
▪ People with disabilities
▪ English Language Learners
▪ Individuals needing basic skills education
▪ Veterans
▪ Indivieduals who are justice involved
▪ Other marginalized or underserved populations
identified by the VWDB

Job seeker focused services continue to be provided at the VJC and Job Connect. To design or re-design services, the VJC and partners examine the challenges and barriers that participants are experiencing, in particular those experienced by the VWDB’s target population (Figure 23):
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Figure 24: Target Populations Identified Barriers and Needs Identified Barriers Identified Needs
▪ Lack of technology: access to WiFi
▪ Financial challenges due to inflation
▪ Fear of safety using public transportation
▪ Unstable lives/changing schedules
▪ Loss of shelter/homes
▪ Mental health & well-being issues
▪ Lack work experience or experience in the USA
▪ Not able to establish partnership with students and
participants for encouragement in-person
▪ Language barriers
▪ Adults without diplomas/HSE
▪ Uncertain economic environment
▪ Uncertain educational levels resulting from lockdowns ▪ Mismatch between skills of unemployed and skills in
demand
▪ Credentials earned in a different country that are not recognized in USA
▪ Supportive services
▪ Paid work-based learning
▪ Comprehensive career pathways
▪ Bridge programs
▪ Hybrid opportunities for education and
training: in-person and distance learning
▪ Continue co -enrollment to meet student
needs
▪ Continue building partnerships with
emphasis on K-12 counselors to assist with
transitioning students to higher education
and careers
▪ Continue professional development
opportunities

The GlendaleLEARNS partners review challenges, barriers and needs on an annual basis as they prepare their Annual Plan for CAEP, and this information was shared with other partners and stakeholders during the public forums to gather additional information to fully understand the lived experiences of the target populations (Figure 2 4). Input gathered, was used to refine the lists of identified barriers and needs.

Figure 25: Verdugo Jobs Center Product Box for Basic and Individual Career Services Basic Career Services Individual Career Services
Outreach, intake, orientation
Determination of eligibility for all AJCC programs
Initial assessment of skills, aptitudes, abilities
Labor Exchange Services
Referrals to other programs & Services in the
community
Assistance in establishing eligibility for non -WIOA
programs
Labor Market Information
Information on program cost
Information on Supportive Services
Unemployment insurance benefit information
Virtual job seeker services: resume builder,
interviewing, cover letter (CalJOBS)
Comprehensive, specialized, diagnostic assessments & in- depth interviewing
Service/career plan development
Group counseling
Individual counseling
Career planning
Career exploration
Short-term prevocational services
Internships/ Work experience (WEX)
Financial literacy
Out-of-area job search
Contextualized English language acquisition
Citizenship (CAEP)
Immigration/cultural workshops (CAEP)
Work readiness workshops
Guest speakers: employers

The partner and stakeholder input regarding barriers and needs are used to inform the services as they are designed or redesigned to ensure that they are effectively addressed and support participant persistence and success. The VJC Basic and Individualized Career Services (Figure 2 5) are extensive; however, the unique feature is the partnerships which are well integrated, and co-enrollment across partners, including non- 91 of 662

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WIOA funded partners, is a daily occurrence as opposed to an afterthought. We are one of two Workforce Boards in the state that enroll students who are funded with CAEP Grant funds into TopsPro and CalJOBS for co-enrollment into WIOA.

The VJC was the first career services provider in California to be awarded funds by the Social Security Administration (SSA) and operate the Employment Network. Under this grant, the VJC provides and coordinates services to Social Security disability beneficiaries. This allows the VJC to provide these non -WIOA supplemental services to participants with disabilities. The VJC relies on WIOA and non-WIOA funds to service its targeted populations.

Our VJC BST was developed with our EDD partner to increase job opportunities for our participants as well as to serve the business community. The BST coordinates and implements more than 60 hiring events annually, participates in or hosts job fairs on a quarterly basi s, staffs open positions for employers, and provides labor market information in addition to other business services. In 2016, the BST was recognized by the US Census for providing them with more qualified candidates than any other workforce development ag ency in California and this recognition continues each year.

The BST was established under the Integrated Service Delivery framework; however, the success of the team is due to the partnership developed over years of working together.

With almost half of the VWDB staff having nine years’ seniority or more, this consistency in staffing allows for successful partnerships to be developed and maintained. The BST is in the process of expanding by adding additional MOU partners to the team and enhancing its busin ess services strategy to address current challenges including the impact of the pandemic.

Integrated Comprehensive Career Pathways is a success model for the VWDB and VJC that has been featured in several conferences. Integrated Career Pathways begin with the employer partnership to identify human capital needs. Skills and competencies are defined in partnership with o ur community college partner and the technical training is designed with the employers. Because of the populations we target, Vocational English as a Second Language (VESL), ABE and ASE are infused in the technical training curriculum. Technical training includes certificated programs for immediate employment preparation as well as stackable credentialed programs for advanced training or higher education. The industry-valued credential is developed and incorporated for graduates to ensure skills and competencies have been achieved.

Work-based learning is also incorporated for students to apply their newly acquired skills in the workforce environment, while continuing to develop those skills with training and guidance from the employer. Work-based learning is paid time to allow students to begin earning as soon as possible, contributing to program retention and success. Transition assistance and support is provided to enter permanent full -time employment and continues to ensure job retention and higher education goals are achieved. Cas e management and supportive services are provided throughout the enrollment to assist with retention and transitions. This strategy is based on the model implemented for the CNC Machinist Academy which combines adult education with technical training, work - 92 of 662

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based learning and job placement to complete the career pathway. The design of the pathway and the target population assists the VJC in identifying the partners that need to be brought in for co-enrollment of participants enrolled in the career pathway.

These innovative programs and services are the result of the VJC staff’s expertise and long-term partnerships that have been developed and maintained over many years. The longevity of VJC staff is a primary reason for the successful partnerships. Partners hips often decline due to staff turnover; however, with the consistency of VJC staff, partnerships can be maintained even if partners experience turnover. The VWDB is a recognized force in the sector initiatives and career pathways of the VWDA; however, this recognition is due to the delivery of services from the VJC staff who have the expertise to carry out the vision and leadership of the VWDB.

The VJC offers the full array of supportive services to assist students in successfully completing their workforce development program. Participants receive reimbursements for fees, supplies, uniforms and other items needed to complete their training program as well as interview clothes, transportation assistance, and other needs to interview and attain a job.

One of the greatest challenges in creating the qualified workforce that are needed by employers in the BioScience industry, is that there are not enough individuals entering the training programs available to acquire the technical skills needed. To outreac h and recruit new students to enter the programs, the VWDB allocated its funds from the RERP grant to offer stipends for students participating in Biotechnology CTE programs. These stipends were used as supportive services to assist the students in investi ng the time to participate in a semester long training. To date, 27 new students entered the trainings offered at four different community colleges. A total of 18 of the students have completed their programs and 13 of those have attained full -time permanent employment, thus far with others currently going through interviews.

E. Youth Workforce Investment Activities

The VWDB continues its focus on the youth of our community as a significant customer of the workforce development system and prioritizes responding to the needs of the youth.

The VWDB focus on youth is demonstrated by continuing its In -School Youth (ISY) outreach and services as well as its Out -of-School Youth (OSY) services. While some local workforce boards have discontinued their ISY services due to lack of resources, the VWDB reinforced its commitment to these younger youth by continuing to allocate resources to the ISY programs and services. The increasing number of disconnected youth, ages 16 to 24, supports the priority determination of the VWDB.

As of 2021, there were more than 570,000 (12.5% disconnection rate) youth in California between the ages of 16 to 24 who were neither in school nor at work. Between 2019 and 2021, there was a 19% increase in youth disconnection in the state. The most populous counties experienced the highest increases in youth disconnection between 2019 and 93 of 662

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2021. The Los Angeles Basin experienced one of the largest increases in the state with a 21.3% change from 118,299 in 2019 to 143,463 in 2021. Moreover, around 8,000 youth identify as current or former foster youth, while 2,200 young adults experience homelessness each night.15

In Los Angeles, variations exist
in disconnection between the
youngest and the oldest youth
(Figure 2 6), with the oldest
youth (ages 23 and 24) are
almost six times as many
disconnected than the youngest
youth (ages 16 and 17).

Notably, youth ages 23 and 24
comprise 37.5% of youth who
are disconnected. In addition, a
significant increase in the
number of disconnections
occurs between the age of 17 (3,363) to the age of 18 (11,589). These results suggest that many teens either drop out of high school or complete high school but do not move on to education completion, further education or enter the workforce.16

Educational attainment data (Figure
27) show that 14.3% (20,536) of Los
Angeles Basin disconnected youth
ages 19 to 24, did not finish high
school, with almost 5% of these only
completing 9th grade or less. Results
also show that the highest number of
youth (41.5% representing 59,606
youth) earned their high school
diploma or equivalent but only 10.2%
(14,667) earned a college degree or
higher. 17

The employment by educational
attainment (Figure 28) indicates that 44% of 16 to19 year old’s and 66% of 20-to-24-year old’s were employed at some point in 2021 while only 33% of 16 to 19 year old’s and 57% of 20 to 24 year old’s with less than a high school diploma were employed in the same timeframe.

15 Malka, Ari and Sainz, Robert. California Opportunity Youth: An Updated Analysis. New Ways to Work, August 2023.
16 Malka, Ari and Sainz, Robert. Los Angeles County Disconnected Youth. New Ways to Work, April 2023. 17 Malka, Ari and Sainz, Robert. Los Angeles County Disconnected Youth. New Ways to Work, April 2023.

Figure 26: Disconnection Counts and Rates by Age

Figure 27: Disconnection Counts and Rates by Education
for 19-24 Year Olds

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These results show the
positive relationship between
the educational attainment
and employment, reinforcing
the importance in assisting
youth continue their education
beyond a high school diploma.

The overall average youth
disconnection rate (Figure 29)
for the City of Glendale is

11.5% for youth ages 16 to 24
and representing 5,066 disconnected Youth. The overall average youth disconnection rate for the City of Burbank is 4% for the same
age group, representing 1,572 disconnected
youth, for a total of 6,638 disconnected youth
in the Verdugo communities. Disconnected
youth rates were not available for the City of La
Cañada Flintridge due to it s small population
number.18 The disconnected youth population
profile supports the VWDB’s commitment and
resource allocation to continue its ISY and OSY
programs and services.

The VWDB assumes the role of a catalyst to increase partnerships between our youth workforce development activities with the business community and ensure we create the competitive workforce of the future. Youth service offerings (Figure 30) parallel those for adults in that they also focus on education and training to build a competitive workforce and are funded through WIOA as well as non -WIOA sources. The immediate goals for youth (ages 14 to 24) customers are to provide services that will assist them in completing their education and earn their diploma, whether it is remaining in school or returning to school. Services to transition youth to higher education is also a goal. For the older youth, the goal may be employment. Work experience is a primary se rvice for our youth customers who have little to no work history. WEX provides 200 hours of paid work experience with a local employer to build a work history and introduce them to the world of work.

The VWDB’s youth provider, GYA, implements the region’s ISY and OSY programs and services. Community leaders established GYA non-profit in 1993 with a mission to provide jobs and employment preparedness training for low -income youth ages 14 -24.

GYA programs make special efforts in assisting youth with barriers to employment such as foster youth, youth with disabilities, parenting youth and youth who are justice involved.

18 Ibid.

Figure 28: Disconnection Counts and Rates by Education & Age Figure 29: Verdugo Disconnection Rates

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GYA not only provides employment opportunities for these youth, but comprehensive services to meet their human needs.

Figure 30: VJC Service Offerings: Youth Customers
Work Preparation Training Earn & Learn &
Employment Assistance
▪ Career Assessment
▪ Career Exploration
▪ Job Readiness Workshops
▪ Mentoring
▪ Counseling
▪ Supportive Services
▪ Life Skills
▪ Financial Literacy
▪ Customer Service Training
▪ Vocational Education
▪ WASC Accredited Degree
▪ Vocational Training
▪ Diploma and Equivalency
preparation
▪ Digital Literacy and Fluency
▪ Paid Work Experience
▪ On-the-Job Training
▪ Job Placement Assistance

Youth workforce development activities (Figure 30) continue to be expanded to bring innovative services to our young customers. Youth services are designed to meet the needs of our youth with multiple barriers including: foster, adjudicated, pregnant or parenting, homeless, disconnected, low -income and yo uth with disabilities. During the pandemic, services were converted to a virtual format; however, all services have resumed in-person as needed and preferred by youth. Virtual services remain as needed including some meetings and trainings.

The VWDB and its youth service provider, GYA have developed strong partnerships with local school districts to ensure at -risk youth are identified and services are provided before they become disconnected. For example, youth staff provide transition assistance for students referred to GCC for cr edit recovery to ensure they enroll. Glendale Unified School District ( GUSD) refers the students to GCC and GCC receives the referral information. Youth staff are outstationed at GCC once per week to introduce youth to WEX which is a motivator for completing their studies towards a diploma or equivalent.

Key to reaching Disconnected Youth is our partnerships with GUSD; Burbank Unified School District ( BUSD); GCC including the Community and Continuing Education at Garfield campus; Burbank Adult School; Los Angeles City College; the Cities of Burbank, Glendale and La Cañada Flintridge, and local homeless & foster care agencies.

While assessments conducted of overall workforce development activities identified the needs for youth services during partner and Stakeholder Forums, including the need for additional career pathways, youth customers also provided input. Focus groups wer e held with more than 40 alternative education students facing multiple challenges in their young lives. They provided input in several key areas that we are using to guide the development of programs and services including career pathways.

The VWDB’s Youth Program has been designed to meet the needs and expectations of youth and young adults. Once participants are assessed and Individual Service Strategies (ISS) are developed, participants enter preparation which may include leadership, entrepreneurship, hospitality, and work readiness. Participants may enter career pathway, CTE, or diploma or High School Equivalence (HiSET) preparation, as identified in their ISS. Young adults are co -enrolled into WIOA AD program as appropriate. WEX 96 of 662

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is provided either concurrently or following training. All youth receive intense case management and supportive services based on need. Specific initiatives have been designed that incorporate the youth services and add innovative strategies as follows:

1) The Employment Incentive Program (EIP): The EIP serves Disconnected Youth ages 18-24. Youth are placed primarily in private businesses to gain the skills and experience needed to climb the career ladder within a company. The program pays for the initial 200 hours of work as an incentive for the employer to hire the youth. The EIP program is funded by Workforce Innovation and Opportunity Act Out-of-school Youth grant.

2) Training Employment & Mentorship Program (TEAM): The TEAM program is designed to prepare students, ages 14-21, for post-secondary education and the world of work. Participants learn to meet workplace expectations such as being on time, dressing appropriately, and following through on assignments. The TEAM program is funded by Workforce Innovation and Opportunity Act In-school Youth grant.

3) LA County Youth@Work: The LA County Youth@Work program, otherwise known as the Summer Youth Employment Program, employs approximately 150 youth each year between the ages of 14 and 24. The Youth@Work program brings together five funding sources to serve special populations consisting of: Cal WORKS youth, youth in foster care; youth involved in Juvenile Justice Crime Prevention ( JJCP), which includes probation youth at the juvenile halls; system involved youth (SIY); and other underserved youth (OUY).

4) Low Income Employment and Rental Assistance Program (LIFERAP) : LIFERAP provides housing and employment assistance to low -income families in the City of Glendale, for a 12 -month period. GYA has been operating the program for the past four years and has served over 100 families. Each family receives 12 months of rent subsidy, case management and wrap around services, while they work towards their individualized set goals to improve their quality of life.

F. Entity Responsible for the Disbursal of Funds

The JPA, signed by the three cities that comprise the Verdugo Consortium, appoints the City of Glendale as the administrative entity for the Consortium. As the administrative entity, the City of Glendale, on behalf of the Consortium and VWDB, is responsible for the dispersal of grant funds.

The VWDB and all staff follow their Procurement Policy as well as the City of Glendale’s Purchasing Policy 3 -11: Procedures, PCards, Contracts and Professional Services Agreements (PSA) set forth by the City of Glendale, as the administrative entity. The Procurement and Purchasing Policy and its procedures follow all Office of Management and Budget (OMB) regulations as well as Uniform Guidance and Code of Federal Regulations related to micro -purchases, small purchases, and competitive procurement requirements.
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While OMB allows for small purchases, the City requires that all contracts up to $49,999 be signed by the Director of the Community Services & Parks Department, all contracts $50,000 to $149,000 are signed by the City Manager, and contracts over the $150,000 threshold require City Council approval. A stringent Request for Proposal (RFP) process is used to ensure open and competitive bids. To ensure objectivity, a panel of reviewers is used when selecting our youth vendor that typically includes VWDB members and may include external reviewers as well.

All RFP’s are approved by the VWDB for release in a public meeting and are published widely to ensure an open and competitive process. The RFP documents are reviewed and approved by the City Attorney prior to their release to ensure compliance with all applicable federal, state and local regulations. The evaluation process and rating or scoring rubric for the bids, as well as the grievance procedure, is delineated in the RFP for transparency. Each RFP process is fully documented to ensure compliance and reviewed during internal and external monitorings.

G. Selection of AJCC One-Stop Operator and Career Services Provider

1) Selection of AJCC One-Stop Operator: The VWDB releases the RFP for the One- Stop Operator ( OSO) services every three years. The OSO contract delineates the role and responsibilities as outlined in the EDD Workforce Services Directive (WSD - 22-13). In accordance with WSD 16-14, the contract describes the OSO’s role and responsibility for coordinating service delivery among all AJCC partners and service providers within the VWDA. By having the OSO act as the local service delivery coordinator, the VWDB can focus on strategic planning, oversight, policy development and creating partnerships at the local and regional level. The contract describes the role of the OSO as follows:

a) Coordinating the service delivery of required AJCC partners and service providers.

b) Ensuring the implementation of partner responsibilities and contributions agreed upon in Memorandums of Understanding - Phase I and Phase II.

c) Reporting to the VWDB on operations, performance, and continuous improvement recommendations.

d) Implementing policies established by the VWDB.

e) Adhering to all applicable federal and state guidance.

The OSO selection process is conducted through an open and competitive RFP process. All procurement regulations and requirements are maintained during this process including the City of Glendale’s Procurement Policy, EDD Directive (WSD 17- 08) and the Office of Management and Budget’s Uniform Guidance (§200.318 - 200.326) and Code of Federal Regulations (2 CFR 200). The current OSO provider is GYA and procurement is scheduled to be released in 2025. 98 of 662

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2) Selection of Career Services Provider:

The VWDB conducts a thorough analysis every three years to determine if it should procure its Adult and Dislocated Worker career services provider or submit an application to the Governor for approval to continue as the career services provider. As with all decision-making for the Verdugo workforce development system, the VWDB uses data and analysis as the basis for determining w hether to continue as the career services provider or procure the service in an open and competitive bid process.

The VWDB examines two areas:

a) Efficiency: The possibility that there may be cost savings if a competitive bidder can provide services at a lower cost.

b) Firewall: Using a service provider increases the firewall between VWDB and Operations. This increases transparency and integrity.

Based on these two areas, the VWDB examines data and information to determine the cost effectiveness of providing its own career services or procuring the service. In its research, the VWDB determined that the support from the City of Glendale for indirect costs including Human Resources, IT Support, staff training, and many other functions, makes it difficult for another provider to compete with a lower bid.

As the administrative entity, the City of Glendale has proven procedures that maintain the firewall between the VWDB and operations. The City of Glendale has direct access to financials system and follows stringent separation of duties responsibilities to ensure integrity. The City conducts annual internal and external audits in addition to the VWDB monitorings to ensure firewalls are maintained. The VWDB also has a comprehensive Conflict of Interest Policy in place that has been reviewed by legal counsel t o ensure compliance with all applicable regulations and requirements.

In addition to the two areas, the VWDB also considers the VJC’s history of performance excellence and recognition of innovative programs prior to making its decision. The final documents reviewed are the letters of support from participants, businesses, partners and elected officials that support the application.

The VWDB dedicates an entire public meeting or schedules a special public meeting to review and analyze data and information. All areas are fully examined with multiple factors considered, supported by data, prior to making the decision. Following this process ensures that the VWDB will be confident in its decision and application that is submitted to the Governor for approval.

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VI. STAKEHOLDER AND COMMUNITY ENGAGEMENT

A. Public Meeting and Comment

The VWDB gathered input from customers, partners and stakeholders through public meetings and incorporated input into the Local Plan. The summary of community engagement is included in Attachment 1. To maximize participation, the VWDB held forums in -person and virtually. Further, the VWDB capitalized on already scheduled public meetings in addition to creating new ones. The VWDB presented and gathered input at the following public meetings: VWDB Strategic Planning Retreat, Quarterly VWDB meetings, AJCC MOU Partner meeting, the BioTC Collaborative monthly meeting, BioTC Business Forum, and the GlendaleLEARNS monthly meetings. The VWDB was able to gather input from a wide range of stakeholders during these meetings.

The draft Local Plan was also released for public review and comment for 30 days. The electronic document was emailed to all partners, VWDB member s, and other key stakeholders. The document was posted on the VWDB website, City websites, GlendaleLEARNS website, as well as partner websites. Presentations were also conducted in scheduled public meetings to gather additional feedback, any expressed concerns or disagreements. For example, a presentation was conducted at the VWDB’s Executive Committee Monthly Meeting to walk through the Local and Regional Plan elements and gather feedback. A walk -through presentation was also conducted at the monthly GlendaleLEARNS public meeti ng which includes education, workforce and community services partners. This also allows the opportunity to ensure that the Local Workforce Development Plan is aligned with the GlendaleLEARNS Adult Education Three Year Plan. A summary of the feedback received from stakeholders during the public comment period is provided in Attachment 2: Public Comments.

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Attachment 1: Public Comment

Local Board Record of Comments
30 Day Public Comment Period: February 12, 2025 through March 15, 2025

Local Plan Section Comment/Response
No public comments received. No public comments received.

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Attachment 2: Stakeholder & Community Engagement

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Attachment 3: Signature Page

SIGNATURE PAGE

Instructions

The Local Board chairperson and local Chief Elected Officer (CEO) must sign and date this form and include the signatures with the Local Workforce Development Plan.

By signing below, the local CEO and Local Board chair concur with the Local Workforce Development Plan and Attachments included in this document.

Local Workforce Development Board Chair Local Chief Elected Official

Signature Signature
Ara Aslanian Ara Najarian
Name Name
Chair Mayor, City of Glendale
Title Title

Date Date

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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Elderly Nutrition Program Subaward of Grant Funds from County of Los Angeles Aging and Disabilities Department for FY 2025-2026 baseline funding and Modernizing Older Californians Act (MOCA) funding allocation of $490,900.

COUNCIL ACTION
Item Type: Consent Calendar
Approved for June 24, 2025 calendar

EXECUTIVE SUMMARY
The Community Services & Parks (CSP) Department is requesting to accept a new four-year subaward from Los Angeles County (AD) for ENP baseline and MOCA grant funding. Year One funding for FY 2025-2026 totals $490,900 and will provide ENP Congregate Meals (C1), ENP Home Delivered Meals (C2), and Telephone Reassurance (TR) programs to older adults 60 years of age and older. $443,300 Baseline
$47,600 MOCA
Los Angeles County AD funding from Subaward ENP252604 in FY 2025-2026 will allow the ENP program to receive 48,972 congregate meals, 10,480 home delivered meals, provide 80 homebound seniors with a 3 day’s supply of emergency meals, and make 1,300 telephone reassurance calls to homebound seniors.

Los Angeles County AD funds were included as part of the FY 2025-2026 budget process.
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RECOMMENDATION
That the City Council accept and authorize the City Manager or a designee to execute Subaward ENP252604 period July 2025 – June 2026 to implement $443,300 in baseline funding from Los Angeles County AD for FY 2025-2026 and $47,600 from MOCA.

ANALYSIS
CSP has been providing meal service to older adults 60 years and older in the Greater Glendale Area since 1979 with grant funding administered from Los Angeles County AD through the federal Older Americans Act. The ENP provides an important opportunity for social contact and is the only meal many seniors receive in a day.

The ENP program is operated through the Senior Services Section which provides comprehensive, long-term services that include Congregate Meal (C1), Home Delivered Meals (C2), Emergency Meals, Telephone Reassurance and Supportive Services. The goal of these services is to assist the seniors in our community to maintain their independence and live in their own home.

The City’s ENP C1 program operates two (2) congregate meal sites serving lunch 7 days per week at the Adult Recreation Center and five (5) days per week at Sparr Heights Community Center. An average of 4,400 meals per month are served in the program to over 500 unduplicated seniors annually.

The ENP C2 program is for homebound older adults requiring food delivery assistance for physical and/or medical reasons and is substantiated by a doctor’s order before beginning program services. Program services include a weekly delivery of seven frozen meals that include bread, fruit, milk, and dessert. The Emergency Meals Program is part of the Home Delivered Meals and provides three days’ worth of shelf stable meals to client enrolled in the program per fiscal year. Telephone Reassurance Program is also a part of the Home Delivered Meals program which ensures seniors who are shut-in receive a weekly well-being call.

The City contracts with TRIO Community Meals, LLC to provide congregate and home delivered meals catering services for the ENP program. The contract period is from December 1, 2022 through November 30, 2026. The cost per meal rate is as follows; Congregate Meals $4.56 per meal
Home Delivered Meals $4.75 per meal
The City has a purchase order with Revolution Foods to provide Emergency Meals to Home Delivered Meals program clients for 3 (three) days’ worth of shelf stable meals at a unit rate of $6.85 per meal.

CSP has been awarded an ENP grant award from Los Angeles County AD for baseline funding in FY 2025-2026 through a noncompetitive process where the City will enter into a subaward agreement for a one (1) year term, commencing July 1, 2025, through June 110 of 662

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30, 2026, with three (3) additional options to renew annually for an anticipated total subaward term of four (4) years. Baseline funding for the program requires a 12% cash match. This Subaward is Year One of a four-year subaward term. In addition to baseline funding in FY 2025-2026, state funding from MOCA will also be made available from July 1, 2025 to June 30, 2026.

On June 12, 2025, Los Angeles County AD informed the City of baseline and MOCA grant funding totaling $490,900 to be used for C1, C2, and Telephone Reassurance Programs in FY 2025-2026 from July 1, 2025 through June 30, 2026.

Baseline funding is a reimbursable grant with a 12% cash match and MOCA funding does not require a cash match.

The LA County AD reimbursement rate for ENP funding for meal service delivery for FY 2025-2026 is as follows:

Service Type Funding Source Reimbursement Rate
Congregate Meals OAA Baseline/MOCA $8.08 per meal
Home Delivered Meals OAA Baseline/MOCA $8.96 per meal
Telephone Reassurance Calls OAA Baseline $1.00 (per call) Baseline and MOCA funding will enable the City to provide 48,972 congregate meals, 10,480 home delivered meals, 3 days’ supply of emergency meals to C2 clients, and make 1,300 telephone reassurance calls to homebound seniors through June 30, 2026.

STAKEHOLDERS/OUTREACH
The Elderly Nutrition Program is administered by the Senior Services Section at the Adult Recreation Center, with an additional meal site located at the Sparr Heights Community Center. Program services are promoted quarterly through the Community Services & Parks (CSP) Leisure Guide, the CSP newsletter, CSP social media channels, and the City’s website. Outreach is also conducted in collaboration with local community agencies to increase public awareness of available services. The Senior Services Committee convenes quarterly at the Adult Recreation Center, with meeting notices and agendas posted and distributed to encourage public participation.

FISCAL IMPACT
The subaward from Los Angeles County (AD) for ENP baseline and MOCA grant funding totals $490,900, which was included as part of the FY 2025-2026 budget process.

The appropriation is outlined below:

FY 2025-26 Proposed Appropriation
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Amount Account String Funding Source
$363,900 Various-2700-CSP-0020-P0000
CSP01170AG
Nutritional Meals Grant Fund
$78,100 Various-2700-CSP-0020-P0000
CSP01172AG
Nutritional Meals Grant Fund
$1,300 Various-2700-CSP-0020-P0000
CSP01173AG
Nutritional Meals Grant Fund
$31,800 Various-2700-CSP-0020-P0000
CSP01350AG
Nutritional Meals Grant Fund
$15,800 Various-2700-CSP-0020-P0000
CSP01377AG
Nutritional Meals Grant Fund

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The action being considered does not constitute a “project” within the meaning of CEQA pursuant to CEQA Guidelines section 15378(b)(4) as it creates a government funding mechanism or constitutes other government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment; thus, it is not subject to CEQA pursuant to CEQA Guidelines section 15060(c)(3).

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Do not approve acceptance of $443,300 in baseline and $47,600 in MOCA funding from Los Angeles County AD for FY 2025-2026 ENP; which will result in meal service stoppage.

Alternative 2: The City Council may consider any alternative not proposed by staff.

ADMINISTRATIVE ACTION
Submitted by:

Onnig Bulanikian, Director of Community Services & Parks Prepared by:

Aylin Isayan, Community Services Supervisor
Maggie Kavarian, Community Services Manager
Tereza Aleksanian, Assistant Director of Community Services & Parks 112 of 662

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Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
None
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1 MOTION
Moved by Council Member ____________________________, seconded by Council Member ___________________________, that the Council authorizes the acceptance of FY 2025-2026 Older Americans Act baseline funding of $443,300 and FY 2025- 2026 Modernizing Older Californians Act funding of $47,600 for the provision of Elderly Nutrition Program (ENP) from County of Los Angeles Aging and Disabilities Department (AD) as set forth in the Report to Council dated June 24, 2025; and authorizes the City Manager or a designee to execute Subaward to the County of Los Angeles Aging and Disabilities Department Contract Subaward Number ENP252604 period July 2025 – June 2026 to accept and implement Los Angeles County AD funding.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Solar Energy Power Sales Agreement: 30-Year Power Sales Agreement (PSA) with Southern California Public Power Authority (SCPPA) for Purchase of 25 MW from Milford Solar II Project.

COUNCIL ACTION
Item Type: Action
Approved for June 24, 2025 calendar

EXECUTIVE SUMMARY
GWP continuously seeks opportunities to expand its clean energy portfolio, and through its participation with SCPPA, ensures access to utility scale renewable energy projects that are competitively priced, and cost effective. On January 30, 2025, SCPPA approved a Power Purchase Agreement (PPA) with Milford Solar Phase II LLC (MS2), a special purpose entity, for the Milford Solar Phase II Project (Milford Solar II or Project) for 30 years. The Project developer, Long Road Energy Holdings, LLC was selected through SCPPA’s competitive procurement process through a Request for Proposal (RFP) for Renewables and Energy Storage for utility-scale projects. Milford Solar II is a 300 MW powerplant of solar photovoltaic generation, located in Beaver County, Utah, with a commercial operation date (COD) expected by December 31, 2026.

This long-term agreement offers significant price stability with a competitive fixed rate of $37.75 per megawatt-hour (MWh), with no annual escalation. The participants of this project includes the Cities of Glendale and Burbank through their Utility Departments and Los Angeles Department of Water and Power (LADWP). Energy will be delivered at the Intermountain Power Project (IPP) switchyard, facilitating integration with existing transmission infrastructure for participating members. GWP’s entitlement share in this Project is 25 MW (8.3% share of the 300 MW capacity).

The Milford Solar II project aligns with City of Glendale’s 2024 Integrated Resource Plan and GWP’s strategic goals to engage in opportunities that secure long term, low-cost, reliable, and sustainable energy supplied to our customers. 115 of 662

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RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute a 30-year PSA with SCPPA for the purchase of solar energy and environmental attributes from the Milford Solar II Project and finding that the project is exempt from the requirements of CEQA.

ANALYSIS
On December 12, 2023, the City of Glendale adopted Scenario 4 of the 2024 Integrated Resource Plan (IRP), which was accepted by California Energy Commission (CEC) on April 29, 2024. This plan commits Glendale to achieving 100% clean energy by 2035, ten years ahead of the statewide target set by the CEC. The decision to join Milford Solar II underscores City of Glendale's commitment to sustainability and environmental leadership, establishing a clear trajectory toward a cleaner, greener future.

Glendale's most recent Power Content Label (PCL) for 2023 reporting year contains

35.3% of energy sourced from renewables, with 16.8% of its energy supplied through solar power. The proposed agreement with SCPPA for the Milford Solar II is expected to boost solar energy to an estimated 30%, increasing the total renewable energy to an estimated 49%, and overall clean energy to 68%. By integrating this utility-scale solar project into Glendale’s energy mix, the City not only increases its commitment to clean energy but also continues to diversify its energy portfolio.

SCPPA’s Renewable Energy Procurement Process
To assist Members in complying with the state of California’s renewable energy mandates, and to address the renewable energy needs of its members, SCPPA fosters an open, competitive procurement process that continuously accepts and evaluates renewable energy project proposals, including solar, wind, biomass, landfill gas, and geothermal technologies. Developers are invited to submit and refresh proposals with updated prices and terms.

In 2023, SCPPA launched a RFP for Renewable Energy Resources and Energy Storage Solutions, soliciting competitive proposals for renewable energy projects or products consistent to the California Renewable Energy Resources Program (Public Resources Code sec. 25740 et seq.) and the California Renewable Portfolio Standard Program (Public Utilities Code sec. 399.11 et seq.), including amendments enacted by passage of SB 100 (DeLeon 2018). Long Road Energy Holdings, LLC’s proposal for Milford Solar Phase II was selected through SCPPA’s competitive procurement process.

After rigorous negotiations between SCPPA, Long Road Energy Holdings, LLC and the participating members, including LADWP, City of Burbank and City of Glendale, on January 30, 2025, SCPPA authorized execution, and delivery of a PPA and option Agreement with MS2. It further authorizes SCPPA to enter into PSAs with each of the participating members.

Power Purchase Agreement (PPA) between SCPPA and Milford Solar II, LLC The PPA establishes the commercial, operational, and legal terms of the energy procurement from MS2, the seller, to SCPPA, the buyer, for a 30-year term, 116 of 662

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commencing on the facility's COD, on December 31, 2026. The 300 MW solar facility is located in Beaver County, Utah, and the energy will be delivered at the Intermountain Power Project (IPP) switchyard. Beginning on COD, the price for delivered energy including all associated environmental attributes and capacity rights is fixed at $37.75 per megawatt-hour (MWh), with no escalation over the 30-year term. However, the PPA includes a Change in Law that allows for price adjustment in limited circumstances. For example, as defined in the PPA, if a federal tax credit event (Tax Credit Event) occurs prior to January 3, 2026, the seller may submit a proposed price increase and an independent evaluation for SCPPA and its members consideration, if the impact on seller from the Tax Credit Event is more than $2 Million. SCPPA will have 60 days to notify seller whether the “Tax Credit Event Proposal” will be submitted to the Participating Members for approval by the governing boards of each participant, including Glendale City Council, or rejected. If SCPPA does not provide written notice within 60-day period, then MS2 may terminate the PPA. If the price proposal is approved by the participants, then the Tax Credit Proposal will be submitted to the SCPPA Board for approval. This action may potentially increase the cost per MWh.

The PPA specifically defines Annual Expected Generation and Guaranteed Energy Delivered in MWhs to ensure performance and proscribes penalties if the energy delivery targets are missed.

MS2 will deliver Portfolio Content Category 1 (PCC1) eligible renewable energy, along with associated Renewable Energy Credits (RECs), capacity attributes, and environmental benefits, ensuring compliance with California’s Renewable Portfolio Standard (RPS). The RECs are transferred to SCPPA and allocated to participating members based on their project entitlement share.

Under the PPA, SCPPA will distribute ownership shares of the purchased energy among its participating members via a PSA. The participating Members’ shares are as follows, adding up to 300 MW capacity:

Member MW (AC) of PV Capacity Project Entitlement Share LADWP 235 78.4%
City of Burbank 40 13.3%
City of Glendale 25 8.3%
Total 300 100%
SCPPA members have a purchase option for the facility at designated intervals, allowing for long-term control and ownership opportunities.

Facility Purchase Option
The Milford Solar II project includes a structured purchase option that provides SCPPA with the opportunity to acquire the facility during specific intervals throughout the 30-year term of the PPA. These intervals include the 10th and 15th anniversaries of the project’s COD and every five years thereafter. Additionally, SCPPA may exercise its purchase option in the event of a default by the developer. 117 of 662

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To initiate the purchase process, SCPPA must provide notice to the developer at least one year before the intended acquisition date. The fair market value of the facility will be determined by an independent appraisal process, and the terms of the transaction will be governed by an Option Agreement executed alongside the PPA. This agreement ensures transparency in pricing and establishes clear parameters for the transfer of ownership. Exercise of the purchase option requires the consent of all participants (LADWP, Burbank and Glendale). The developer also has the right to decline to sell the Project at the developer’s discretion.

Power Sales Agreement Between SCPPA and City of Glendale While the PPA and PSA run in close parallel, each serve distinct but interrelated purpose. The Power Sales Agreement defines the terms under which the participating members receive and bear the Project cost responsibility for their entitlement shares of renewable energy from Milford Solar II. Glendale’s entitlement share of the Project is 25 MW or 8.3% entitlement share of the 300 MW contract capacity.

In addition, the PSA addresses the following:
Identifies the roles, rights, and obligations of SCPPA and participants, such as Project deliverables, project management, annual budgeting, accounting, and reporting.
Establishes a Coordinating Committee to act on behalf of the Project participants, comprised of one representative per project participants, with voting based on project shares.
Establishes LADWP to act as Agent and administer the Project. Establishes payment mechanisms, including payment pledges, charges, billing procedures, and interest payments.
Establishes the rights and obligations of SCPPA and participants to deliver energy, capacity and any environmental attributes.
Encompasses other agreements and obligations, including but not limited to nonperformance and payment defaults, liability conditions to termination or amendments.
Addresses other services such as delivery procedures, transmission, and dynamic scheduling.
Requires the City of Glendale and other Project participants for approval before exercising the purchase option.

Under the terms of the PSA, City of Glendale agrees on the following key points:
Purchase Price:
oFixed pricing of $37.75 per MWh for the entire 30-year term:
oTest energy will be charged at a discounted rate of 50% of the contract price during the pre-commercial operation phase.
Start Dates:
oThe facility is expected to achieve COD by December 31, 2026, and guaranteed commercial operation date (GCOD) by December 31, 2027; 118 of 662

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oTest energy delivery will begin prior to the full COD. Energy Deliveries:
oTotal Annual Delivery: approximately 813,722 MWh, with Glendale’s

8.3% share equating to roughly 67,539 MWh annually.
Delivery Points:
oThe point of delivery is the Intermountain Power Plant Switchyard in Utah. Billing and Payments:
oPayments to SCPPA are based on monthly invoices reflecting energy charges, direct and indirect Administrative and General cost, and pass through Project Management cost, and any other ancillary charges.

Glendale’s entitlement share is 8.3%.
oThe monthly billing is based on SCPPA’s Project budget, prorated by participant’s entitlement share, and it is trued up to actual cost of energy delivered, which will result in annual over/underbilling adjustments. Liquidated Damages:
oIf the seller, MS2, fails to meet key milestones or guaranteed generation levels, liquidated damages will be applied as outlined in the PPA, and security by the developer of up to an aggregate of $30M pre-COD (development security) and rising to $45M after COD (performance security) is required.
oSCPPA participants, including Glendale, will be compensated for shortfalls through these penalties or replacement energy. Environmental Compliance:
oEnergy and Renewable Energy Credits (RECs) delivered under the PSA will qualify as PCC1 resources, adhering to CEC certification standards.

Milford Solar II is a critical project for the City of Glendale for several economic, strategic, and environmental reasons:
Long-Term Contract Price Stability: The Project offers a competitive price of $37.75 per megawatt-hour (MWh) for the 30-year contract term, providing long- term financial stability. The fixed energy price, including environmental attributes, and capacity rights for the term of the PPA contribute to rate stability. Ideal Location: Located in Beaver County, Utah, the Project benefits from excellent solar insolation, optimizing energy generation. Transmission Access via IPP: Delivery at the IPP switchyard takes advantage of existing transmission infrastructure.
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Compliance with Renewal Portfolio Standard: Milford Solar II is expected to increase GWP’s renewable energy portfolio content by approximately 7%, advancing Glendale’s clean energy goals. The Project is also strategically important in that it attributes to City of Glendale’s intent to achieve 100% clean, renewable, or non-carbon-emitting energy excluding renewable biofuels not already permitted or approved, by no later than 2035, as set forth in Resolution No. 22-125 adopted by City Council on August 16, 2022.
Timely Implementation: Milford Solar II is expected to achieve COD on December 31, 2026, with test energy being delivered prior to achieving COD.

Having this resource online and fully operational by 2027, aligns with Glendale’s goals for renewable energy expansion.

STAKEHOLDERS/OUTREACH
Not applicable.

FISCAL IMPACT
The total estimated cost for the Milford Solar II project over the 30-year term of the PSA is projected to range between $56,153,000 and $70,192,000. This range is based on the difference between Guaranteed Delivered Energy and the Expected Annual energy, both measured in MWh(s).

Several factors can affect the generation at a solar facility, like Milford Solar II, including weather patterns, maintenance schedules, equipment outages, grid congestion, and curtailments. To account for these issues, the Project has built in a 20% range between the Expected Generation and Guaranteed Delivered Energy (minimum target).

As a prudent budgeting and forecasting approach, staff estimates cost based on Expected Annual Generation while tracking actual expenses based on the annual Guaranteed Delivered Energy.

The Project is set to achieve COD on December 31, 2026, with a GCOD date of December 31, 2027. Based on these milestones, staff will incorporate the first year cost of the project in either Fiscal Year 2026-27 or 2027-28 in GWP’s Power Management Cost Center. Glendale’s first year annual cost is estimated to range between $2,040,000 and $2,550,000.

The amount below is based on the contract price; however, if seller declares a qualifying Tax Credit Event showing an impact of over $2 million, and SCPPA and its members accept the price proposal, the annual amounts will be adjusted accordingly.

Any increase in the price proposal must be approved by participants governing board and SCPPA Board. The first year’s annual funding source and estimated budget are as follows:

Amount Account String Funding Source
$2,550,000 GL: 45510-5820-GWP-4680-P0000 Electric Works Revenue Fund 120 of 662

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The funding for future contractual years will be requested through annual budgetary process.

ENVIRONMENTAL REVIEW
The Council’s action to approve a power sales agreement to purchase renewable power from SCCPA is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3)(common sense exemption) and Public Resources Code Section 15277 (CEQA not applicable to projects located outside of California) because the Council’s approval is not a “project” as defined by California Public Resources Code, Section 21065, and would not result in a direct or reasonably foreseeable indirect change in the physical environment. The City is a purchaser of power generated by a project located outside of California; the City is not the Project developer or issuer of Project entitlements for development.

Accordingly, the Council action does not have the potential to cause a significant effect on the environment and is thus exempt form CEQA requirements.

CAMPAIGN DISCLOSURE
Not applicable.

ALTERNATIVES TO STAFF RECOMMENDATION
1)Decline to adopt the Resolution approve the Power Sales Agreement, in which case, Glendale will not purchase the renewable solar energy and capacity from Milford Solar II Project. Therefore, GWP, would procure renewable energy from the open market, where prices fluctuate and are typically higher.
2)Consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Submitted by:

Scott K. Mellon, P.E., Acting General Manager - Glendale Water and Power Prepared by:

Ileana Cardenas, Power Planning Manager
Alina Morshidian, Power Contracts Manager
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Exhibit A: SCPPA Board Resolution 2025-005
Exhibit B: Power Purchase Agreement Between SCPPA & Milford Solar Phase II, LLC Exhibit C: Proposed Power Sales Agreement between SCPPA and the City of Glendale for Milford Solar Phase II Project
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1 RESOLUTION NO. ________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA, AUTHORIZING A 30-YEAR POWER SALES AGREEMENT WITH

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY FOR THE PURCHASE OF 25 MW (OR EQUIVALENTLY, AN 8.3% ENTITLEMENT SHARE OF THE 300

MW CONTRACT CAPACITY) OF RENEWABLE SOLAR ENERGY AND

ENVIRONMENTAL ATTRIBUTES FROM THE MILFORD SOLAR II PROJECT,

AND FINDING THAT THE PROJECT IS EXEMPT FROM THE REQUIREMENTS

OF THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, the City of Glendale (City) is a member of the Southern California Public Power Authority (SCPPA), a Joint Powers Authority formed in 1980 to facilitate joint power and transmission project for the benefit of Southern California Municipalities; and
WHEREAS, in 2023, SCPPA launched a Request for Proposals (RFP) process for Renewable Energy Resources and Energy Storage Solutions, soliciting competitive proposals for renewable energy projects or products consistent to the California Renewable Energy Resources Program; and
WHEREAS, Long Road Energy Holdings, LLC’s proposal for Milford Solar Phase II was selected through SCPPA’s competitive procurement process; and WHEREAS, after negotiations between SCPPA, Long Road Energy Holdings, LLC and the participating members LADWP, City of Burbank and City of Glendale, on January 30, 2025, SCPPA through a resolution, authorized execution and delivery of a Power Purchase Agreement (PPA), Power Sales Agreements (PSAs) between SCPPA and each of the participating members, and an Option Agreement with Milford Solar Phase II, LLC; and
WHEREAS, the 300 MW solar facility is located in Beaver County, Utah, and the energy will be delivered at the Intermountain Power Project (IPP) switchyard; and
WHEREAS, The Power Purchase Agreement establishes the commercial, operational and legal terms of the energy procurement from Milford Solar Phase II, LLC to SCPPA for a 30-year term, commencing on the facility's commercial operation date on December 31, 2026; and
WHEREAS, beginning on commercial operation date, the price for delivered energy under the Power Purchase Agreement, including all associated environmental attributes and capacity rights is fixed at $37.75 per megawatt-hour (MWh), with no escalation over the 30-year term, subject to a Change in Law provision in the Power Purchase Agreement which allows for price adjustment in limited circumstances as set forth in the Acting General Manager of GWP’s Report to Council dated June 3, 2025 (Report); and
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2 WHEREAS, The Milford Solar II project includes a structured purchase option that provides SCPPA with the opportunity to acquire the facility during specific intervals throughout the 30-year term of the Power Purchase Agreement, including the 10th and 15th anniversaries of the project’s COD and every five years thereafter; and
WHEREAS, the total annual delivery from the Milford Solar II project will be approximately 813,722 MWh, with Glendale’s 8.3% share equating to roughly 67,539 MWh annually; and
WHEREAS, payments to SCPPA will be based on monthly invoices reflecting energy charges, direct and indirect Administrative and General cost, and pass through Project Management cost, and any other ancillary charges applicable to Glendale’s 8.3% entitlement share as set forth in detail, along with the other conditions, in the Report; and
WHEREAS, as noted in the Report, Milford Solar II project is expected to increase GWP’s renewable energy portfolio content by approximately 7%, advancing Glendale’s clean energy goals, and attributes to City of Glendale’s intent to achieve 100% clean, renewable, or non-carbon-emitting energy excluding renewable biofuels not already permitted or approved, by no later than 2035, as set forth in Resolution No. 22-125 adopted by City Council on August 16, 2022; and
WHEREAS, in accordance with California Environmental Quality Act (CEQA) provisions, it has been determined that entering into the Power Sales Agreement with SCPPA to purchase power as described herein and the Report is exempt from CEQA pursuant to California Public Resources Code, Section 21065, and Section 15061(b)(3) of the CEQA Guidelines, as it would not result in a direct or reasonably foreseeable indirect change in the physical environment; moreover, the Milford Solar II project is exempt from CEQA pursuant to Section 15277 of the CEQA guidelines since it is located outside of the state of California and the project developer is required to obtain all permits, including all necessary environmental review and permitting for the construction and operation of the project.

NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA:

Section 1. The recitals above are true and correct and incorporated herein.

Section 2. The City Council does hereby authorize the City Manager, or designee, to execute and deliver the Power Sales Agreement with SCPPA, substantially in the form set forth in Exhibit 1 to the Report, for the purchase of 25 MW of renewable solar energy (or equivalently, an 8.3% entitlement share of the 300 MW contract capacity) together with environmental attributes. The form of the Power Sales Agreement shall be subject to the approval of the City Attorney.

Section 3. Each of the City Manager, the Acting General Manager of GWP, and any other officer of the City, is hereby authorized to execute and deliver and 123 of 662

4 any all other documents and instruments and to do and cause to be done any and all acts and things necessary or advisable for carrying out the transaction contemplated by this Resolution, including but not limited to the negotiation of an agreement or arrangement for the transmission and delivery of the energy associated with the Milford Solar II Project to Glendale; provided, however, that exercise of a Purchase Option shall require approval of the City Council; and provided further that the execution of a transmission agreement for the Milford Solar II Project shall be subject to the GWP Trading Authority Policy if necessary, or otherwise through the City’s existing transmission rights.

Section 4. The energy and environmental attributes acquired from the Power Sales Agreement shall be credited towards GWP’s Renewable Portfolio Standard.

Section 5. Payment for Glendale’s obligations under the Power Sales Agreement shall be payable solely from a special fund, to wit, the Electric Works Revenue Fund, and not from the general revenue of the City of Glendale, and the Interim Director of Finance, or his designee, upon proper certification, is authorized and directed to draw demands on the Electric Works Revenue Fund over the term of the Power Sales Agreement, in payment of the obligations incurred by such Power Sales Agreement.

Section 6. The City Council hereby finds that said action is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 21065 of the California Public Resources Code, and Sections 15061(b)(3) and 15277 of the CEQA Guideline because the City is purchasing power from a solar project and is not the project developer or issuer of project entitlements for development.

Adopted by the Council of the City of Glendale on this _____ day of __________________, 2025.
________________________________
Mayor
ATTEST:
_____________________________________
City Clerk
STATE OF CALIFORNIA ) SS.
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5 COUNTY OF LOS ANGELES )
I, Suzie Abajian PhD, City Clerk of the City of Glendale, hereby certify that the foregoing Resolution No. ___________ was adopted by a majority vote of the Council of the City of Glendale, California, at a regular meeting held on the ______ day of ______________________, 2025, and that the same was adopted by the following vote:

Ayes:

Noes:

Absent:

Abstain:
________________________
City Clerk
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RESOLUTION NO. 2025-005
RESOLUTION RELATING TO THE MILFORD SOLAR PHASE II PROJECT:

AUTHORIZING THE NEGOTIATION, EXECUTION, AND DELIVERY OF A POWER PURCHASE AGREEMENT AI\D RELATED DOCUMENTS,

AGREEMENTS, AND INSTRUMENTS, INCLUDING AN OPTION AGREEMENT

BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND
MILFORD SOLAR PHASE II, LLC; THREE SEPARATE POWER SALES

AGREEMENTS BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER

AUTHORITY AND EACH OF THE CITIES OF BURBANK GLEIIDALE, AND LOS

ANGELES, ACTING BY AND THROUGH THE DEPRTMENT OF WATER AND POWER; AND SUCH OTHER DOCUMENTS, INSTRUMENTS, AND AGREEMENTS

AS MAY BE NECESSARY OR APPROPRIATE TO ACHIEVE THE FT'LL

UTILIZATION OF THE RESOURCES OF THE PROJECT AND AS SHALL BEST CARRY FORWARD TIIE INTERESTS AND OBJECTIVES OF THE AUTHORITY;

AND FINDING THAT SUCH ACTION IS EXEMPT FROM THE CALIFORNIA

EIIVIRONMENTAL QUALITY ACT
WHEREAS, the Southern California Public Power Authority ("SCPPA" or "the Authority") has issued Requests for Proposals for potential renewable electric resources to address SCPPA member renewable energy needs as part of that process the Authority, and as part of that process, the Authority, together with the cities of Burbank, Glendale, and Los Angeles acting by and through the Department of Water & Power ("LADWP") (collectively the "Project Participants") have expressed an interest in receiving energy generated from a resource denominated as the Milford Solar Phase II Project and located in Beaver County, Utah (the "Project"); and WHEREAS, SCPPA and the Project Participants have negotiated with Milford Solar Phase II, LLC (the "Power Purchase Provider") and developed in substantial final form a power purchase agreement (the "Power Purchase Agreement") whereby the Power Purchase Provider will sell and SCPPA will purchase solar energy and associated environmental rights and benefits of the Project; and
WHEREAS, the Authority and the Project Participants have negotiated with the Power Purchase Provider and developed in substantial final form an Option Agreement whereby the Authority would be provided the ability to exercise an option to purchase or acquire the Project or otherwise success to the ownership of the Project (the "Option Agreement); and WHEREAS, the Authority and the Project Participants desire to enter into three separate power sales agreements (each, a 'oPower Sales Agreement"), one with each of the Project

EXHIBIT A
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Participants, whereby the Authority will provide to the Project Participants the full output of the Project, and the Project Participants will pay all costs, liabilities, and obligations of the Authority in connection with the Project; and
WHEREAS, the Authority and LADWP desire to enter into an agency agreement (the "Agency Agreement") to designate LADWP to act as the agent and project manager for SCppA in connection with the management and administration of the Project and to carry out the necessary project management tasks associated with the project; and WHEREAS, the under the terms of the Power Purchase Agreement, SCPPA may terminate the Power Purchase Agreement if SCPPA and Project Participants are unable to negotiate, approve and execute the Power Sales Agreements and Agency Agreement by an approval deadline specified in the Power Purchase Agreement (the "Approval Deadline,,); and WHEREAS, SCPPA and the Project Participants desire to provide for, and authorize, the further development, negotiation, entering into, execution, and delivery of such other documents, instruments, agreements, and arrangements with respect to the resources of the project so as to facilitate the generation, transmission, and delivery of energy associated with the project and to provide for the negotiation and approval of those terms and conditions with respect to such agreements and arrangements as shall best carry forward the interests of the Authority and the project Participants and as shall best achieve the Authority's and the Project Participants' objectives; and WHEREAS, the Authority's approval of the aforementioned agreements and actions taken in furtherance thereof is not a "project" under the California Environmental euality Act (..CEeA") as it would not result in a direct or reasonably foreseeable indirect change in the physical environment and further, is exempt from CEQA as (a) the action does not have the potential to cause a significant effect on the environment; and (b) the Milford Solar Phase II facility will be located out of state and the Power Purchase Provider is required to obtain all permits, including all necessary environmental review, for the construction and operation of the project.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southem California Public Power Authority as follows:

1. This action is exempt from the requirements of CEQA pursuant to Section 21065 of the California Public Resources Code and sections 15061(bx3) and Sections 15061(bx3) and 15277 of Title 14 of the California Code of Regulations (the State CEeA Guidelines).

2. The Executive Director is hereby delegated all right, power, and authority to negotiate andftnalize, and each of the President, Vice President, and Executive Director of the Authority is hereby authorized and directed upon the successful negotiation thereof, to execute and deliver the power purchase Agreement, in substantial form as presented to the Board of Directors, and each of such other agreements, documents, and 2 127 of 662

instruments, the substance or form of which are referenced in or otherwise attached to the Power Purchase Agreement (including but not limited to, the substance and form of the Option Agreement attached to the Power Purchase Agreement), or which may be contemplated by the terms of the Power Purchase Agreement and to which the Authority is to be aparty or is to sign, each with such changes, insertions, and omissions as shall be approved by said President, Vice President, or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each ofthe Secretary and any Assistant Secretary is hereby authorized to attest to such signature.

3. The Executive Director is hereby delegated all right, power, and authority to negotiate and finalize, and each of the President, Vice President, and Executive Director of the Authority is hereby authorized and directed upon the successful negotiation thereof, to execute and deliver the Power Sales Agreements, in substantial form as presented to the Board of Directors, and each of such other agreements, documents, and instruments, the substance or form of which are referenced or which may be contemplated by the terms of the Power Sales Agreements and to which the Authority is to be apafiy or is to sign, each with such changes, insertions, and omissions as shall be approved by said President, Vice President, or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each ofthe Secretary and any Assistant Secretary is hereby authorized to attest to such signature.

4. The Executive Director is hereby delegated all right, power, and authority to negotiate and finalize, and each of the President, Vice President, and Executive Director of the Authority is hereby authorized and directed upon the successful negotiation thereof, to execute and deliver the Agency Agreement, which provides for LADWP to act as agent and project manager for the Authority, in substantially the form as presented to the Board of Directors, and each of such other agreements, documents, and instruments, the substance or form of which are referenced or which may be contemplated by the terms of the Agency Agreement and to which the Authority is to be aparty or is to sign, each with such changes, insertions, and omissions as shall be approved by said President, Vice President, or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each ofthe Secretary and any Assistant Secretary is hereby authorized to attest to such signature.

5. In addition to the foregoing, in order to facilitate the negotiation and consummation of the contemplated arrangements for the generation and delivery of energy from the Project and to carry forward other necessary or appropriate agreements associated with the acquisition of energy and solar generation resources of the Project and the delivery of the energy and environmental attributes of the Project to Southern California, and to achieve the full utilization ofthe resources of the Project, the Board of Directors hereby delegates to the Executive Director of the Authority all right, power, and authority to negotiate, approve, and execute agreements, documents, and arrangements with respect to the resources of the Project to facilitate the generation, transmission, and delivery of energy associated with the Project and to negotiate and approve those terms and conditions with respect to such agreements and arrangements as shall best carry forward the interests of the Authority and the Project Participants and as shall best achieve the Authority's and the Project Participants' objectives, including the negotiation, development, and execution ofany consent agreement or other agreement pursuant to a change in control, project-related financing, or as otherwise necessary or appropriate to cany forward the interests of the Authority and the Project Participants, which does not require a material modification to or material change to the Power Purchase Agreement.

J
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5. Each of the President, Vice President, Secretary, any Assistant Secretary, and the Executive Director is hereby authorized to execute and deliver any and all agreements, documents, and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution (including, but not limited to, making such changes to the agreements, documents, and instruments referred to in this Resolution if such changes are determined by the President, Vice President, or Executive Director to be necessary or advisable, and including, but not limited to, executing and delivering notice of termination of the power purchase Agreement if SCPPA and the Project Participants are unable to negotiate, approve, and execute the power Sales Agreements on or before the Approval Deadline, as defined in the Power Purchase Agreement).

Each reference in this Resolution to the President, Vice President, Secretary, Assistant Secretary, or Executive Director shall refer to the person holding such office or position, as applicable, at the time a given action is taken and shall not be limited to the person holding such office or position at the time of the adoption of this Resolution. All actions heretofore taken by the officers, employees, and agents of the Authority in furtherance of the transactions contemplated by this Resolution are hereby approved, ratified, and confirmed.

THE FOREGOING RESOLUTION NO. 2025-005 is approved and adopted by the Authority this 30tr day of January,2025 and is effective immediately.

California
Public Power Authority
ATTEST
L
r

E GARCIA

ASSISTANT SECRETARY
Southem California Public
Power Authority
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AGENDA ITEM STAFF REPORT
AGENDA STAFF REPORT TEMPLATE Page 1 of 4 v.8/6/2019
MEETING DATE: January , 2025 RESOLUTION NUMBER: 2025-005 SUBJECT:

Approval of a Power Purchase Agreement and an Option Agreement with Milford Solar Phase II, LLC for the Milford Solar Phase II Project, a Power Sales Agreement with each of Los Angeles Department of Water and Power, Burbank, and Glendale, and an Agency Agreement with Los Angeles Department of Water and Power; finding such action exempt from the California Environmental Quality Act
DISCUSSION:܈܈OR CONSENT:܆
Select the appropriate box(es):

FROM: METHOD OF SELECTION:

Finance܆Competitive܈
Project Development܈Cooperative Purchase ☐
Program Development܆Sole Source ☐
Regulatory/Legislative܆Single Source ☐
Project Administration܆Other (Please describe):

Legal܆
Executive Director܆
MEMBER PARTICIPATION:

Sponsoring Member: Burbank, Glendale, and Los Angeles Department of Water and Power Other Members Potentially Participating: None
Approved by Executive Director: ___________________________________ RECOMMENDATION:

Authorize the negotiation, execution, and delivery of a Power Purchase Agreement (PPA) and Option Agreement with Milford Solar Phase II LLC, and Power Sales Agreements (PSA) with each of the participating Members (Participating Members), and an Agency Agreement with the Los Angeles

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AGENDA STAFF REPORT TEMPLATE Page 2 of 4 v.8/6/2019
Department of Water & Power (LADWP) for the Milford Solar Phase II Project (Milford Project or Milford Solar), and find that such action is exempt from the California Environmental Quality Act. The Milford Project will provide long term renewable energy through the Southern California Public Power Authority (SCPPA) for three Participating Members, the city of Burbank, the city of Glendale, and the Los Angeles Department of Water and Power (LADWP), the purpose of satisfying each utility’s renewable resource goals.

BACKGROUND:

In order to assist Members in complying with re newable mandates, and to address the renewable electrical energy needs of its Members, SCPPA issued a Request for Proposals for Renewable Energy Resources and Energy Storage Solutions. The RFP solicited competitive proposals for renewable energy projects or products consistent with the California Renewable Energy Resources Program (Public Resources Code sec. 25740 et seq.) and the California Renewables Portfolio Standard Program (Public Utilities Code sec. 399.11 et seq.), includ ing amendments enacted by passage of SB 100 (De Leon 2018). SCPPA targeted proposals for renewable resources with commercial operation or delivery starting in 2024 and beyond.

Longroad Energy Holdings, LLC, submitted a proposal for the Milford Solar Project. The Milford Project is a solar facility that will be located near Beaver County, Utah. Milford Solar will have a net capacity of 300 MW of Solar.

DISCUSSION:
x Key Terms of the Agreements:

The Milford Project will deliver 300 MW of renewable solar capacity to SCPPA for Burbank, Glendale, and LADWP. SCPPA will purchase the energy, capacity, and environmental attributes under a PPA with Milford Solar Phase II, LLC, a special purpose entity (Seller). SCPPA will sell such energy, capacity, and environmental attributes to Burbank, Glendale, and LADWP under a PSA with each of the Participating Members. LADWP will serve as the agent for the Milford Project under an Agency Agreement between SCPPA and LADWP. Of the project’stotal 300 MW capacity, the participating Members’shares are as follows:

Member MW (AC) of PV
Capacity
Project
Entitlement
Share
LADWP 235 78.4%
Burbank 40 13.3%
Glendale 25 8.3%
Total 300 100%
The Milford Project’s point of delivery is at Intermountain Power Plant (IPP). The Milford Project will have a commercial operation date (COD) of December 31, 2026, and the PPA will deliver renewable energy for a 30-year term. Beginning on COD, the price of the delivered energy under the PPA (along with all associated environmental attributes and capacity rights) is $37.75/MWh.

The PPA includes a “change in law” provision that provides for an adjustment in price in limited circumstances. For example, as further detailed in the PPA, the change in law provision allows for the Seller to propose a change in price in the event that a federal tax credit event (as

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AGENDA STAFF REPORT TEMPLATE Page 3 of 4 v.8/6/2019
defined in the PPA) occurs prior to January 3, 2026, which will have tax credit event impact on Seller of more than $2 Million. In such event, Seller may submit a proposed price increase, along with an independent evaluator evaluation, for SCPPA and the Participating Members’ consideration. SCPPA will then have 60 days to notify Seller whether the “Tax Credit Event Proposal” will be submitted to the Participating Members for approval, or whether the proposal is rejected. If SCPPA does not provide the written notice within such 60-day period, then Seller may terminate the PPA. If the Tax Credit Event Proposal is approved by the City Councils of the Participating Members, then the Tax Credit Event Proposal would be submitted to the SCPPA Board for approval.
x Option Agreement
The Option Agreement provides SCPPA with the right, but not the obligation, to negotiate with Seller for the potential purchase the Milford Project at various times over the term of the PPA:
o one (1) year prior to the tenth (10th) anniversary of the COD; o one (1) year prior to the fifteenth (15th) anniversary of the COD; o one (1) year prior to every subsequent five (5) years after the fifteenth (15th) anniversary of the COD until the end of the PPA term; and
o during the sixty (60) day period commencing on the date on which SCPPA provides Seller with a Termination Notice under the PPA.

The Fair Market Value for any such purchase would be determined at the time the option is exercised through a procedure set forth in the Option Agreement. x Effective Date of PPA and Option Agreement – Termination Right if PSAs not Executed:

The PPA and Option Agreement will become effective immediately upon execution by SCPPA and the Seller. However, the corresponding PSAs between SCPPA and each of the Participating Members will not be executed and effective unle ss and until each of Burbank, Glendale, and LADWP obtain their respective governing bodies’ approval of the PSAs for the Milford Project.

Similarly, the Agency Agreement between SCPPA and LADWP will not be executed unless and until LADWP obtains its governing bodies’ approval of the Agency Agreement.

In order to protect SCPPA from the risk of entering into a long-term PPA without having in place corresponding PSAs with Members to purchase the energy and capacity, the PPA and Option Agreement provide each of SCPPA and Seller with a termination right if all Member approvals are not obtained and all PSAs not executed by a specified deadline.

The PPA specifies an “Approval Deadline” of eight (8) months from the PPA’s effective date.

During this time, Burbank, Glendale, and LADWP will seek governing body approvals to execute the PSAs. If all participating Member approvals are not obtained and PSAs not executed by the Approval Deadline, SCPPA or the Seller has the right to terminate the PPA and Option Agreement. The proposed Resolution would au thorize SCPPA officers or the Executive Directors to provide notice of termination in the event that the PSAs are not approved and executed by the Participating Members by the Approval Deadline. x Selection Method:

The proposal for the Milford Project was select ed from twenty-four (24) proposals received in response to a competitive procurement -- the rolling Q1/Q2 Request for Proposals for Renewable Energy Resources and Energy Stor age Solutions (RFP) which was issued by SCPPA on February 7, 2023, and closed on July 31, 2023. The proposal for the Milford Project was selected by the participating Members as a viable and cost-effective solar project to be

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AGENDA STAFF REPORT TEMPLATE Page 4 of 4 v.8/6/2019
delivered at IPP. The Milford Project will help the participating Members in achieving their RPS goals and energy needs.
x Environmental Review:

The proposed Board action is exempt from the requirements of the California Environmental Quality Act (CEQA). The SCPPA Board’s approval of the aforementioned agreements and actions taken in furtherance thereof is not a “project” as defined by CEQA1 as it would not result in a direct or reasonably foreseeable indirect change in the physical environment. Further, the action does not have the potential to cause a significant effect on the environment and is thus exempt from CEQA under Section 15061(b)(3) of the State CEQA Guidelines

2. Additionally, the
Project is exempt from CEQA under Section 15277 of the State CEQA Guidelines as it is located out of state, and the Seller is required to obtain all permits, including all necessary environmental review and permitting, for the construction and operation of the Project. x SCPPA’s Authority:

In accordance with the Joint Powers Agreement, SCPPA may facilitate and enter into contracts for the procurement of electric generation capacity for SCPPA Members.

FISCAL IMPACT:

There is a de minimis impact on SCPPA’s Administrative and General Budget outside of staff time to administer the PPA, Option Agreement, PSAs, and Agency Agreement.

SCPPA does not anticipate any significant expenses for the PPA and Option Agreement prior to execution of the PSAs and Agency Agreement. To the extent that SCPPA incurs any costs and expenses associated with the Milford Project before the PSAs and Agency Agreement are executed, such costs and expenses will be paid by the participating Members under the terms of the Renewable Phase II Agreement between SCPPA and each of its Members, and such expenses will be billed to the participating Members via Resolution Billing und er Resolution No. 2012-008. After the PSAs are executed, Burbank, Glendale, and LADWP will pay for any, and all, energy products and services associated with the Milford Project (including costs of LADWP as agent, under the Agency Agreement) under the terms of the PSAs.

ATTACHMENTS:

1. Resolution 2025-005

2. Longroad Milford Solar II Power Purchase Agreement

3. Longroad Milford Solar II Power Sales Agreement - LADWP

4. Longroad Milford Solar II Power Sales Agreement - Burbank

5. Longroad Milford Solar II Power Sales Agreement – Glendale

6. Agency Agreement
1 California Public Resources Code §21065
2 14 California Code of Regulations, §15000 et seq.

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Execution Version

DB2/ 40214728.62

POWER PURCHASE AGREEMENT

BETWEEN

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND

MILFORD SOLAR PHASE II, LLC

DATED AS OF [___], 2025

EXHIBIT B
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TABLE OF CONTENTS
Page
Article I DEFINITIONS AND INTERPRETATION......................................................................1 Section 1.1 Definitions....................................................................................................1 Section 1.2 Interpretation ..............................................................................................29 Section 1.3 Interpretation with Interconnection Agreements .......................................30 Section 1.4 Order of Precedence ...................................................................................30 Article II EFFECTIVE DATE, TERM AND EARLY TERMINATION .....................................30 Section 2.1 Effective Date ............................................................................................30 Section 2.2 Post-Approval Date Obligations ................................................................30 Section 2.3 Agreement Term and Delivery Term .........................................................31 Section 2.4 Survivability ...............................................................................................31 Section 2.5 Early Termination ......................................................................................31 Section 2.6 Early Termination for Failure to Obtain Required Approvals ...................32 Section 2.7 Early Termination for Ratings Downgrade ................................................32 Article III DEVELOPMENT OF THE FACILITY .......................................................................32 Section 3.1 Permitting and CEQA Determinations ......................................................32 Section 3.2 Design, Development and Construction of the Facility .............................33 Section 3.3 Milestone Schedule; Daily Delay Damages ..............................................33 Section 3.4 Certification of Commercial Operation Dates ...........................................35 Section 3.5 CEC Certification.......................................................................................36 Section 3.6 Other Information ......................................................................................36 Article IV OPERATION AND MAINTENANCE OF THE FACILITY .....................................36 Section 4.1 Compliance with Electrical Service Requirements ....................................36 Section 4.2 General Operational Requirements ............................................................37 Section 4.3 Extended Reactive Power and Option .......................................................37 Section 4.4 Not Used ....................................................................................................37 Section 4.5 Operation and Maintenance Plan after Commercial Operation .................37 Section 4.6 Operation and Maintenance Plan after Purchase Option Notice ...............37 Section 4.7 Reporting and Information after Purchase Option Notice .........................38 Section 4.8 Compliance with New Resource Implementation .....................................39 Article V COMPLIANCE DURING CONSTRUCTION AND OPERATION PERIOD ............39 Section 5.1 In General ...................................................................................................39 Section 5.2 Effect of Review by Buyer ........................................................................41 Section 5.3 Compliance With Standards; PMU Requirements ....................................41 Section 5.4 Quality Assurance Program .......................................................................42 Section 5.5 Preservation of the Facility ........................................................................42 Section 5.6 Security Provided by Seller .......................................................................42 Section 5.7 Decommissioning and Other Costs ............................................................44 Section 5.8 Quarterly Certification ...............................................................................44 Section 5.9 Taxes ..........................................................................................................44 135 of 662

ii
Section 5.10 Environmental Credits ...............................................................................45 Article VI PURCHASE AND SALE OF POWER ........................................................................45 Section 6.1 Purchases by Buyer ....................................................................................45 Section 6.2 Point of Delivery ........................................................................................45 Section 6.3 Seller’s Failure ...........................................................................................45 Section 6.4 Buyer’s Failure ...........................................................................................46 Section 6.5 Guaranteed Delivered Energy ....................................................................46 Article VII TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS .................47 Section 7.1 In General ...................................................................................................47 Section 7.2 Forecasting and Scheduling of Energy ......................................................47 Section 7.3 Real-Time Data Requirements ...................................................................49 Section 7.4 Maintenance and Scheduled Outages ........................................................51 Section 7.5 Curtailments; Deemed Delivered Energy ..................................................52 Section 7.6 Title; Risk of Loss ......................................................................................53 Article VIII ENVIRONMENTAL ATTRIBUTES; EPS AND RPS COMPLIANCE ..................54 Section 8.1 Transfer of Environmental Attributes ........................................................54 Section 8.2 Reporting of Ownership of Environmental Attributes ...............................54 Section 8.3 Environmental Attributes ...........................................................................54 Section 8.4 Use of Accounting System to Transfer Environmental Attributes....................................................................................................55 Section 8.5 Further Assurances.....................................................................................55 Section 8.6 RPS and EPS Compliance .........................................................................56 Section 8.7 Change in Law ...........................................................................................56 Section 8.8 Change in Market Structure .......................................................................58 Article IX MAKEUP OF SHORTFALL ENERGY ......................................................................59 Section 9.1 Makeup of Shortfall ...................................................................................59 Section 9.2 Replacement Energy ..................................................................................59 Section 9.3 Shortfall Liquidated Damages ...................................................................60 Section 9.4 Application of Shortfall Energy or Replacement Energy ..........................61 Article X CAPACITY RIGHTS ....................................................................................................61 Section 10.1 Purchase and Sale of Capacity Rights .......................................................61 Section 10.2 Representation Regarding Ownership of Capacity Rights ........................62 Section 10.3 Further Assurances.....................................................................................62 Article XI BILLING; PAYMENT; AUDITS; METERING; ATTESTATIONS..........................62 Section 11.1 Billing and Payment ...................................................................................62 Section 11.2 WREGIS Withholding ...............................................................................64 Section 11.3 Disputed Invoices.......................................................................................64 Section 11.4 Buyer’s Right of Setoff ..............................................................................64 Section 11.5 Records and Audits ....................................................................................64 Section 11.6 Electric Metering Devices ..........................................................................66 136 of 662

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Article XII REPRESENTATIONS AND WARRANTIES; COVENANTS OF SELLER ...........67 Section 12.1 Representations and Warranties by Buyer .................................................67 Section 12.2 Representations and Warranties by Seller .................................................68 Section 12.3 Covenant of Seller Related to Seller’s Status as Special Purpose Entity ............................................................................................71 Section 12.4 Covenants of Seller Related to Real Property Agreements .......................71 Section 12.5 Covenants of Seller Related to Tax Equity Financing ...............................73 Section 12.6 Additional Covenants of Seller ..................................................................74 Article XIII DEFAULT; TERMINATION AND REMEDIES .....................................................75 Section 13.1 Default........................................................................................................75 Section 13.2 Default Remedy .........................................................................................76 Section 13.3 Termination for Default .............................................................................77 Section 13.4 Cure Rights of Facility Lender and Buyer .................................................79 Article XIV MISCELLANEOUS ..................................................................................................79 Section 14.1 Authorized Representative .........................................................................79 Section 14.2 Notices .......................................................................................................80 Section 14.3 Dispute Resolution .....................................................................................80 Section 14.4 Further Assurances.....................................................................................81 Section 14.5 Force Majeure ............................................................................................81 Section 14.6 Assignment of Agreement; Change in Control ..........................................82 Section 14.7 Ambiguity ..................................................................................................84 Section 14.8 Attorney Fees & Costs/Reimbursement of Buyer’s Attorneys’ Fees ............................................................................................................84 Section 14.9 Voluntary Execution ..................................................................................84 Section 14.10 Entire Agreement; Amendments ................................................................84 Section 14.11 Governing Law ..........................................................................................84 Section 14.12 Venue .........................................................................................................84 Section 14.13 Execution in Counterparts ..........................................................................85 Section 14.14 Effect of Section Headings ........................................................................85 Section 14.15 Waiver ........................................................................................................85 Section 14.16 Relationship of the Parties .........................................................................85 Section 14.17 Indemnification; Damage or Destruction; Insurance; Limit of Liability ......................................................................................................85

Section 14.18 Severability ................................................................................................87 Section 14.19 Confidentiality ...........................................................................................87 Section 14.20 Mobile Sierra .............................................................................................89 Section 14.21 Right of First Offer and Right of First Refusal ..........................................89 Section 14.22 Future Phases .............................................................................................91 Section 14.23 No Dedication of Facilities ........................................................................92 Section 14.24 Buyer and Participating Member Business Policies ..................................92 Section 14.25 Service Contract .........................................................................................95

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APPENDICES

APPENDIX A CONTRACT PRICE

APPENDIX B FACILITY DESCRIPT ION AND MILESTONE SCHEDULE

APPENDIX C BUYER AND SELLE R BILLING, NOTIFICATION AND

SCHEDULING CONTACT INFORMATION

APPENDIX D FORM OF ATTESTATION

APPENDIX E SALE LEASEBACK REQUIREMENTS

APPENDIX F INSURANCE

APPENDIX G METEOROLOGICAL AND PYRANOMETER MEASUREMENTS

APPENDIX H REAL PROPERTY AGREEMENTS
APPENDIX I EXPECTED ANNUAL GE NERATION; GUARANTEED DELIVERED ENERGY

APPENDIX J QUALITY ASSURANCE PROGRAM

APPENDIX K PERMITS

APPENDIX L OPTION AGREEMENT

APPENDIX M FORM OF LETTER OF CREDIT

APPENDIX N CERTIFICATE FOR COMMERCIAL OPERATION

APPENDIX O FORM OF CONSENT AND ESTOPPEL AGREEMENT
APPENDIX P BUYER’S SYS TEM PROTECTION DESIGN
APPENDIX Q BUYER’S BUSINESS POLICIES AND CERTIFICATION FORMS APPENDIX R-1 SINGLE LINE DIAGRAM
APPENDIX R-2 METERING DIAGRAM

APPENDIX S PMU REQUIREMENTS

APPENDIX T PRELIMINARY DRAFT FORM OF INVOICE

APPENDIX U LADWP METERING POLICY

APPENDIX V FORM OF TAX EQUITY CONSENT AND ESTOPPEL

APPENDIX W FORM OF MONTHLY REPORT
APPENDIX W-1 REPORTING REQUIR EMENTS AFTER PURCHASE OPTION NOTICE

APPENDIX X SHORTFALL ENERGY EXAMPLES

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SCHEDULE
SCHEDULE 12.2(h) SPECIFIED U PSTREAM EQUITY OWNERS AND

ORGANIZATIONAL AND OWNERSHIP STRUCTURE OF SELLER

AND UPSTREAM EQUITY OWNERS

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POWER PURCHASE AGREEMENT

PARTIES
THIS POWER PURCHASE AGREEMENT (“Agreement”), dated as of [SCPPA to insert date when it executes after SCPPA Board Approval], 2025 (the “Effective Date”), is being entered into by and between the Southern California Public Power Authority, a pub lic entity and joint powers authority formed and orga nized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq.) (“Buyer”), and Milford Solar Phase II, LLC, a limited liability company orga nized and existing under the laws of the State of Delaware (“Seller”). Each of Buyer and Seller is referred to individually under this Agreement as a “Party” and together they are referred to as the “Parties.”

RECITALS
WHEREAS, Buyer’s Members have adopted or are adopting policies to comply with the California Renewable Energy Resources Act that are designed to increase the amount of energy that they provide to their retail customers from eligible renewable energy resources; WHEREAS, on July 31, 2023, Buyer issued a re quest for proposals to acquire renewable energy resources;
WHEREAS, on August 18, 2023, Seller’s indi rect parent, Longr oad Development Company, LLC, responded on behalf of Seller to Buyer’s request for proposals and, following negotiation, Seller has agreed to sell to Buye r, and Buyer has agreed to purchase, from a photovoltaic solar powered electric generating f acility as further described herein, certain renewable energy, capacity and associated environmental attributes; and WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which such sales and purchases shall be made.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein, and the mutual covenants and agreements herein set forth, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION
Section 1.1 Definitions. The following capitalized terms in this Agreement and the appendices hereto shall have the following meanings:
“Acceptable Form of Performance Assurance” means, a letter of credit substantially in the form of Appendix M from a Qualified Issuer.
“AC” and “ac” mean alternating current.
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2 “Access Failure” has the meaning set forth in Section 7.3(c). “Act” means all of the provisions contained in the California Joint Exercise of Powers Act found in Chapter 5 of Division 7 of Title 1 of th e Government Code of the State of California, beginning at California Government Code Section 6500 et seq. “Affiliate” means, as to any Person, any other Pers on that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such 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 vo ting securities, by contract or otherwise.
“Agreement” has the meaning set forth in the preamble to this Agreement, and includes Appendixes A through X and Schedule 12.2(h) attached hereto. “Agreement Term” has the meaning set forth in Section 2.3. “Ancillary Documents” means any agreement, instrument, certificate or other document required to be executed and delivered by any Selle r Party in connection w ith this Agreement, including the Option Agreement, any Shared F acilities Agreement, and the Interconnection Agreements.
“Annual Shortfall Liquidated Damages” has the meaning set forth in Section 9.3. “Approvals” means each Participating Member’s approval, by way of such Participating Member’s required board and city council approvals (each to the extent applicable) associated with this Agreement, and the related executions of each of the respective Participating Member Agreements.
“Approvals Date” means the date on which all requir ed Approvals have been obtained and written notice thereof is delivered by Buyer to Seller. “Approvals Deadline” means the date that is eight (8) months after the Effective Date (as may be extended by the Parties’ mutual agreement in writing). “ASME” means American Society of Mechanical Engineers and any successor thereto. “Assumed Daily Deliveries” has the meaning set forth in Section 13.3(c). “ASTM” means American Society for Testing and Materials. “Attaining Balancing Authority” means LADWP in its capacity as Balancing Authority. “Attaining Balancing Authority Area” means the Balancing Authority Area of LADWP. “Authorized Auditors ” means representatives of Buyer or Buyer’s Authorized Representatives who are authorized to conduct audits on behalf of Buyer. 141 of 662

3 “Authorized Representative” means, with respect to each Party, the Person designated as such Party’s authorized representative pursuant to Section 14.1. “AWS” means American Welding Society.
“Balancing Authority” means the responsible entity that integrates resource plans ahead of time, maintains load-interchange-generation balance within a Balancing Authority Area, and supports interconnection frequency in real time.
“Balancing Authority Area” means the collection of generation, transmission, and loads within the metered bounda ries of the area in which the Ba lancing Authority maintains load- resource balance.
“Bankrupt” and “ Bankruptcy” means any case, action or proceeding under any bankruptcy, reorganization, debt a rrangement, insolvency or receiv ership law or any dissolution or liquidation proceeding commenced by or against a Person and, if such case, action or proceeding is not commenced by such Person, such case, action, or proceeding shal l be consented to or acquiesced in by such Person or shall result in an order for relief, or shall remain undismissed for sixty (60) days.
“Brown Act” has the meaning set forth in Section 14.19(e). “Budget” has the meaning set forth in Section 4.7(a).
“Burbank” means the City of Burb ank in the County of Los Angeles in the State of California.
“Business Day ” means any day that is not a Saturday, a Sunday, or a day on which commercial banks are authorized or required to be closed in Los Angeles, California or New York, New York.
“Buyer” has the meaning set forth in the preamble to this Agreement. “Buyer’s Agent” means such Person as Buyer may designate from time to time to perform certain tasks acting as an agent on Buyer’s behalf, including LADWP. “Buyer’s Members” means any member of Buyer that has entered into the Joint Powers Agreement.
“Buyer Downgrade Event” has the meaning set forth in Section 2.7. “CAMD” means the Clean Air Markets Division of the EPA, any successor agency and any other state, regional or federal or intergov ernmental entity that is given authorization or jurisdiction or both over a program involving the registration, validation, certification or transferability of Environmental Attributes.
“CAP” has the meaning set forth in Appendix S.
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4 “Capacity Rights ” means the rights, whether in existence as of the Effective Date or arising thereafter during the Agreement Term, to capacity, associated attributes or reserves, services, Resource Adequacy Attributes and all ancillary products or any of the foregoing as may in the future be define d by any balancing authorit y, reliability entity or Governmental Authority associated with the electric generating capability of the Facility, including, if applicable any local capacity requirements and the right to resell such rights. “CEC” means California’s State Energy Re sources Conservation and Development Commission, also known as the California Energy Commission. “CEC Certified” means that the CEC has certified that the Facility is an eligible renewable energy resource in accordance with the RPS Law.
“CEC Compliant” means, when used with respect to the Facility or any other facility at any time, that the Facility or such other facility is CEC Certified and in compliance with the CEC Performance Standard, the RPS Law, or any othe r applicable CEC requirements (including the then-applicable “Long Term Agreement” requirements) to which it is subject. “CEC Performance Standard ” means, at any time, th e applicable greenhouse gas emissions performance standard in effect at such time for baseload generation facilities that are owned or operated (or both) by local publicly-own ed electric utilities, or for which a local publicly-owned electric utility has entered into a contractual agreement for the purchase of power and services from such facilities, as establis hed by the CEC or other Governmental Authority having jurisdiction over Buyer.
“Certification Eligibility Date” means the RPS eligibility date specified in the certificate issued by the CEC approving Seller’s CEC certification application. “Change in Control” means the occurrence of a transactio n or a series of transactions at any time during the Agreement Te rm, whether voluntary or by opera tion of law or otherwise, following which (i) the Ultimate Up stream Equity Owner directly or indirectly no longer owns fifty percent (50%) or more of the equity ownership interests of Seller or (ii) the Ultimate Upstream Equity Owner directly or indirectly no longer re tains both the power to manage the day-to-day operations of Seller and the control of the management and policies of Seller; provided, however, that a Change in Control shall not include any (a) transaction or series of transactions in which the membership interests or other equity interests in Seller or any Upstream Equity Owner are issued or transferred to another Person so lely for the purpose of a Tax Fi nancing or (b) any transfer of membership interests in Seller or any Upstream E quity Owner in connection with the exercise of a Facility Lender’s remedies pursuant to any Financing Agreement; provided that such transferee is a Qualified Transferee. Seller shall provide written notice to Buyer prior to the occurrence of any Change in Control in accordance with Section 12.5(a) and Section 14.6. “Change in Law” means a change in any federal, state, local or other law (including any environmental laws, RPS Law or EPS Law), resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decr ee, ruling, determination, perm itting conditions, certification conditions, authorization, approva l of a Governmental Authority or WREGIS, including the adoption of any new law, resoluti on, standard, code, rule, ordinanc e, directive, regulation, order, 143 of 662

5 judgment, decree, ruling, deter mination, permit, certifi cate, authorization, or approval, or the issuance of any replacement or substitute law, resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree , ruling, determination, permit, certificate, authorization, or approval, in any case which is binding on a Party, the Parties, or the Facility or any of the products sold therefrom.
“Closing” has the meaning set forth in Section 2.6 of the Option Agreement. “Code” means the Internal Revenue Code of 1986, as amended. “Commercial Operation ” means, with respect to the Facility, that (i) Seller has demonstrated, and the Independent Engineer has confirmed in writing, that the conditions set forth in the Independent Engineer certificate attached to Appendix N have been met with respect to the Facility, and (ii) Seller has demonstrated, to the reasonable satisfaction of Buyer, that any conditions not certified to by the Independent Engineer on Appendix N have been met with respect to the Facility, and in the case of both (i) and (ii) , the certificates associated therewith have been (a) accepted by Buyer and Buyer has provided notice of such acceptance to Seller confirming the Commercial Operation Date, or (b) deemed accepted by Buyer in accordance with Section 3.4. “Commercial Operation Date ” means, with respect to the Facility, the date on which Commercial Operation of the Facility shall have occurred. “Compensable Curtailments” has the meaning set forth in Section 7.5(a). “Compliance Expenditure Cap” has the meaning set forth in Section 8.7(a). “Compliant” has the meaning set forth in Section 8.6.
“Confidential Information” has the meaning set forth in Section 14.19(a). “Consent and Agreement ” has the meaning set forth in Section 13.4 and shall be substantially in the form attached as Appendix O.
“Construction Commencement Milestone ” means the date upon which Seller demonstrates to the reasonable satisfaction of Buyer’s Authorized Representative that (i) Seller’s EPC Contractor has commenced in stallation and construction of the Facility pursuant to Seller’s issuance of the NTP, (ii) all permits listed in Appendix K have been obtained, are final and are in full force and effect and (i ii) Seller has provided conf irmation, including supporting documentation, that Seller has Site Control.
“Contract Capacity” means 300 MW (ac), as measured at the Point of Delivery, which is the maximum in any one hour th at Buyer is obligated to accep t from the Facility under this Agreement.
“Contract Price(s)” means each of the applicable prices set forth in Appendix A. “Contract Year” means (i) the Initial Stub Year; (ii) each of the following twenty-nine (29) calendar years, beginning on the first day of January following the end of the Initial Stub Year 144 of 662

6 and each succeeding twelve-month period up to and including the period ending with the December 31 of such twenty-nineth (29th) calendar year; and (iii) the Final Stub Year. “Costs” has the meaning set forth in Section 13.3(f)(iii). “Cover Damages” has the meaning set forth in Section 6.4. “CPRA” has the meaning set forth in Section 14.19(e).
“CRO” has the meaning set forth in Section 14.24(h).
“CT” means current transformer.
“Daily Delay Damages” means a daily amount of damages equal to One Hundred Sixty- Six Thousand Six Hundred Sixty-Seven Dollars ($166,667.00). “Day-Ahead Schedule” has the meaning set forth in Section 7.2(e). “DBE” has the meaning set forth in Section 14.24(c).
“DCS” has the meaning set forth in Appendix P.
“Deemed Delivered Energy” has the meaning set forth in Section 7.5(c). “Default” has the meaning set forth in Section 13.1.
“Defaulting Party” has the meaning set forth in Section 13.1. “Delivered Energy” means, for any period, the MWh of Energy delivered from the Facility to the Point of Delivery, as measured by the Proj ect Meter, as such measurements are adjusted using the Transmission Line Loss Factor.
“Delivery Term” has the meaning set forth in Section 2.3. “Development Security” has the meaning set forth in Section 5.6(a). “Disposition” has the meaning set forth in Section 14.21. “Dispute” has the meaning set forth in Section 14.3(a). “Dispute Notice” has the meaning set forth in Section 14.3(a). “DNP” has the meaning set forth in Section 7.3(d).
“Downgrade Event” means, with respect to a financial institution, or a provider of a letter of credit hereunder, (i) th e failure of such financ ial institution to mainta in the credit rating or organizational status of a Qualified Issuer, or (ii) the commencement by such a financial institution of involuntary or voluntary bankruptcy, insolven cy, reorganization, arra ngement, composition, 145 of 662

7 readjustment, liquidation, dissolution or similar pr oceeding (whether under any present or future statute, law or regulation), or (iii) the termination of the relationship with such financial institution or provider of such letter of cr edit by Buyer or a Participating Member, as applicable, required pursuant to any Requirements of Law applicable to Buyer or such Participating Member. “DVBE” has the meaning set forth in Section 14.24(c).
“Early Termination Date” has the meaning set forth in Section 13.3(a). “EBO” has the meaning set forth in Section 14.24(g).
“ECC” has the meaning set forth in Section 11.6(b).
“Economic Sanctions” has the meaning set forth in Section 14.24(m). “EDAM” means CAISO’s Extended Day-Ahead Market, or any successor market. “Effective Date” has the meaning set forth in the Preamble. “EIM” means CAISO’s western Energy Imbalance Market, or any successor market. “EIM Compliance Cost Cap” has the meaning set forth in Section 8.7(d). “EIM Excess Compliance Cost” has the meaning set forth in Section 8.7(d). “EIM Excess Expenditure Notice” has the meaning set forth in Section 8.7(d). “Electric Metering Device(s)” means all meters, metering equipment, and data processing equipment conforming to the requir ements set forth in Section 11.6 used to measure, record, or transmit data relating to the Energy output from the Facility as depicted in Appendix R-2. Electric Metering Devices include the metering current transformers and the metering voltage transformers.
“Emergency Stop” has the meaning set forth in Appendix P. “Energy” means electrical energy.
“Energy Information Assessments” means Annual Electric Power Industry Report (Form EIA-861) administered by U.S. Energy Information Administration. “Environmental Attribute Reporting Rights ” means all rights to report the ownership of the Environmental Attributes to any Pers on including under Section 1605(b) of the Energy Policy Act of 1992, or any other current or future international, federal, state or local law, regulation or bill, or otherwise.
“Environmental Attributes” means Renewable Energy Certificates, and any and all other current or future credits, benefits, emissions reductions, offsets or allowances, howsoever entitled, named, registered, created, measured, allocated or validated (i) that are at any time recognized or 146 of 662

8 deemed of value (or both) by either Party, applicable laws, or any voluntary or mandatory program of any Governmental Authority or other Person, a nd (ii) that are attributable to (a) generation capability or generation by the Facility of Faci lity Energy or Replacement Energy delivered by Seller to Buyer, and (b) the emissions or other environmental characteristics of such Facility Energy or such Replacement Energy or its displacement of conventional or other types of Energy generation. Environmental Attributes include any of the aforementioned arising out of legislation or regulation concerned with oxid es of nitrogen, sulfur, carbon, or any other greenhouse gas or chemical compound, particulate ma tter, soot, or mercury, or implementing the United Nations Framework Convention on C limate Change (the “ UNFCCC”), the Kyoto Protocol to the UNFCCC, California’s greenhouse gas legislation (including California Assembly Bill 32 (Global Warming Solutions Act of 2006) and any regulat ions implemented pursuant to the Global Warming Solutions Act of 2006, including any compliance instruments accepted under the California Cap on Greenhouse Gas Emissions an d Market-Based Comp liance Mechanisms regulations of the California Air Re sources Board), or any similar in ternational, federal, state or local program or crediting “early action” with a view thereto, or laws or regulations involving or administered by the CAMD, and all Environmenta l Attribute Reporting Ri ghts, including all evidences (if any) thereof such as Renewable En ergy Certificates of any kind. Environmental Attributes for purposes of this definition are se parate from the Facility Energy. Environmental Attributes exclude (A) any local, state or federal investment ta x credits, production tax credits, depreciation deductions or other tax credits providing a tax benefit to Seller or any other Person based on ownership or a security interest in the Facility or Facility Energy, including any investment or production tax credit expected to be available to Seller with respect to the Facility, (B) any other depreciation deductions and benefits, and other tax benefits arising from ownership or operation of the Facility, and (C) cash grants or other financial incentives from any local, state or federal government available to Seller with respect to the Facility. “Environmental Documents” has the meaning set forth in Section 3.1. “Environmental Laws” means any federal, state or local laws (including common law), statutes, ordinances, rules, re gulations, binding orders , injunctions or judgments pertaining to public health, safety, pollution, or the presence of or release of Hazardous Materials on, under or about the Real Property.
“EPA” means the United States Environmental Protection Agency. “EPC Contractor” has the meaning set forth in the definition of NTP. “EPS Compliant” means, when used with respect to the Facility or any other facility at any time, that the Facility or such other facility, as applicable, satisfies both the PUC Performance Standard and the CEC Performance Standard in effect at the time; provided, if it is impossible for the Facility or such other facility, as applicable, to satisfy both the PUC Performance Standard and the CEC Performance Standard in effect at any time, the Facility or such other facility, as applicable, shall be deemed EPS Compliant if it satisfies the CEC Performance Standard in effect at the time and those portions of the PUC Performance Standard in effect at the time that it is possible for the Facility or such other facility, as applicable, to satisfy, while at the same time satisfying the CEC Performance Standard in effect at the time. 147 of 662

9 “EPS Law” means Sections 8340 and 8341 of the California Public Utilities Code. “Excess Compliance Cost” has the meaning set forth in Section 8.7(a). “Excess Energy ” means, as applicable, either Excess Energy 110%-120% and Excess Energy > 120% or both Excess Energy 110%-120% and Excess Energy >120%. “Excess Energy 110%-120%” means, for any Contract Ye ar, the portion of Delivered Energy as increased by the amount of any Deemed Delivered Energy that is in excess of one hundred ten percent (110%) of the Expected Annua l Generation for such Contract Year and no more than one hundred twenty percent (120%) of the Expected Annual Generation for such Contract Year.
“Excess Energy >120%” means, for any Contract Year, the portion of Delivered Energy, as increased by the amount of any Deemed Deliv ered Energy that is in excess of one hundred twenty percent (120%) of the Expected Annual Generation for such Contract Year. “Excess Energy Price ” means, with respect to Exce ss Energy 110-120%, the price per MWh set forth for such Excess Energy in Appendix A and, with respect to Excess Energy >120%, the price per MWh set forth for such Excess Energy in Appendix A. “Excess Expenditure Notice” has the meaning set forth in Section 8.7(a). “Expected Annual Generation” has the meaning set forth in Appendix I. “Facility” means the solar photovoltaic electric generating facility to be developed, constructed, owned and operated by Seller (as fu rther described on Appendix B) that will be located on the Facility Site, incl uding the gen-tie from the solar photovoltaic electric generating facility to the Point of Interconnection in the MGL Tap Switchyard (including the Project Meter), the real property that constitutes the Facility Site , the structures, facilities, equipment, fixtures, appurtenances, improvements and associated real and personal property as further described in the Real Property Agreements and Interconnection Agreements, and other physical and intangible property, and other rights and interests as furthe r described in Appendix B and as depicted in Appendix R-2.
“Facility Assets” has the meaning set forth in Exhibit 1.1 of the Option Agreement. “Facility Cost” means, measured as of the applicable measurement date, the aggregate amount of all costs and expenses incurred by Se ller for the development, design, engineering, equipping, procuring, constructing, installing, starting up and testing the Facility, including (i) the cost of all labor, servi ces, materials, supplies, equipment, tools, transportation, supervision, storage, training, demolition, site preparation, civil works, and remediation in connection therewith, (ii) the cost of acquiring the leasehold interest and any other property, easement or other interest in the Site, (iii) the cost of acquiring the Permits for the Facility and (iv) the cost of establishing a spare parts inventory for the Facility.
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10 “Facility Debt” means, measured as of the appli cable measurement date, any payment obligations of Seller in connection with borrowed money, including (i) principal of and premium on indebtedness, (ii) fees, charges, expenses and penalties related to indebtedness to the extent then due and payable, (iii) swap or interest rate hedging breakage costs to the extent then due and payable and (iv) any claims or interest due with respect to any of the foregoing. Facility Debt does not include any Tax Financing or the indebtedness of any Seller Affiliate for which Seller has no liability.
“Facility Energy” means Energy generated by the Faci lity and measured by the Project Meter.
“Facility Lender ” means any lender(s) providing senior or subordinated construction, interim or long-term debt (including all back-lever age debt) or tax equity financing or tax credit transfer financing or refinancing for or in connection with the deve lopment, construction, purchase, installation or operation of the Facility, including any Tax Financing or Sale Leaseback Financing or refinancing, and any Person providing interest rate protection agreements to hedge any of the foregoing debt obligations.
“Facility Site” means the real property (including a ll fixtures and appurtenances thereto) and related physical and intangi ble property generally identified in Appendix B (as may be modified in accordance with any termination, transfer or addition of any Real Property Agreements pursuant to Section 12.4(b) and Section 12.4(d)) as (i) owned or leased by Seller where the Facility is located or will be located, and (ii) any easeme nts, rights of way or other contractual or real property rights held or to be held by Seller, fo r distribution or transmission lines, interconnection facilities, or roadways servicing such Facility Site or the Facility located (or to be located) thereon. “Federal Tax Credit Event ” means any Change in Law occurring after December 31, 2024 that, despite Seller’s commer cially reasonable mitigation ef forts, would materially and adversely affect the ability of Seller to monetize or claim the ITC or Production Tax Credit at a level that materially preserves the economic benefits derived from the federal income Tax treatment or federal income Tax consequences of Seller in connection with its ownership and operation of the Facility expected by Seller (or any investor in Seller with respect thereto or any transferee of federal income Tax credits determined with respect to the Facility), including with respect to the amount of or ability to transfer any federal income Tax credits determined with respect to the Facility (the “ Tax Benefits ”) as of December 31, 2024. For purposes of this definition, “material” shall mean a Tax Credit Event Impact in excess of Two Million Dollars ($2,000,000).
“Federal Tax Credit Proposal” has the meaning set forth in Section 8.7(e). “FERC” means the Federal Energy Regulatory Commission.
“Final Stub Year” means the period beginning on the fi rst day of January following the twenty-nineth (29th) full calendar year referenced in clause (ii) of the definition of “Contract Year” and ending at 24:00 hours on the date that, together with the numbe r of days in the Initial Stub Year, would be equal to three hundred sixty five (365) days. 149 of 662

11 “Financing Agreement ” shall mean any credit agreemen t, loan agreement or similar agreement, to be executed between Seller and a Facility Lender. “Force Majeure” has the meaning set forth in Section 14.5(b). “Force Majeure Notice” has the meaning set forth in Section 14.5(a). “Forced Outage” means the removal of service availability of the Facility, or any portion of the Facility, for emergency reasons or conditions in which the Facility, or any portion thereof, is unavailable due to unanticipated failure, including as a result of Force Majeure. “Forced Outage Capacity Notification” has the meaning set forth in Section 7.4(d). “Full Contract Price” has the meaning set forth in Appendix A. “GAAP” means generally accepted accounting pr inciples set forth in opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, in each case as the same are applicable to the circumstances as of the date of determination.
“Gains” has the meaning set forth in Section 13.3(f)(i). “GIRA” means that certain Generator Injection Rights Agreement between Seller and Intermountain Power Agency, in form agreed to by such foregoing parties and reasonably approved by Buyer.
“Glendale” means the City of Glendale in the County of Los Angeles in the State of California.
“Governmental Authority” means any federal, state, regional, city or local government, any intergovernmental associatio n or political subdivision ther eof, or other governmental, regulatory or administrative agency, court, co mmission, administration, department, board, or other governmental subdivision, le gislature, rulemaking board, tri bunal, or other governmental authority, or any Person acting as a delegate or agent of any Gove rnmental Authority. The term “Governmental Authority” shall not include Buyer.
“Green Value” consists of the market value of (i) avoided greenhouse gas emissions or credits associated with RPS Compliant Energy, and (ii) all other Environmental Attributes, without duplication, and avoided emissions-related attributes and benefits that would otherwise have been realized had Seller generated the Facility Energy, and shall be calculated as an amount equal to the time-weighted average of the prices of greenhous e gases and other Envir onmental Attributes (as published in commercial indices related to California energy markets) that would have been realized for each MWh of the Shortfall Energy or RPS Compliance Shortfall Energy, as applicable, provided, that if for any Contract Year there does not exist a liquid trading market that is mutually agreeable to the Parties to determine such Green Value, the Green Value will be equal to the lesser 150 of 662

12 of the replacement cost as re asonably determined by Buyer, but taking into account sources identified by Seller for the attributes described in clauses (i) and (ii) above, expressed in $/MWh, or $20/MWh.
“Guaranteed Commercial Operation Date” or “GCOD” means December 31, 2027, as it may be extended pursuant to the terms of this Agreement. “Guaranteed Delivered Energy ” means the aggregate amount of Delivered Energy guaranteed by Seller during each Contract Year (including the Initial Stub Year and the Final Stub Year) to Buyer, which shall be 80% of the Expected Annual Generation of the applicable Contract Year.
“Guidebook” means the most-recent Renewables Portfolio Standard Eligibility guidebook issued by the CEC, as amended from time to time, or its successor document. “Hazardous Materials ” means any hazardous substances, pollutants, contaminants, wastes, or materials (including petroleum (including crude oil or any fraction thereof), petroleum wastes, radioactive materials, hazardous wastes, toxic substances, or asbe stos or any materials containing asbestos) designated, regulated, or defined under any Environmental Law. “ICCP” has the meaning set forth in Section 11.6(b).
“ICE” has the meaning set forth in the definition of “Market Price Index”. “IEC” has the meaning set forth in Appendix P.
“IEEE” means Institute of Electrical and Electronics Engineers. “Indemnified Liabilities” has the meaning set forth in Section 14.17(a). “Indemnitees” has the meaning set forth in Section 14.17(a). “Independent Evaluator ” means one of the following i ndependent third-party firms providing valuation services and services to verify, audit, and attest to the Federal Tax Credit Event Proposal, either (A) as mutually agreed by the Parties, one of KPMG, E&Y, Deloitte, CohnReznick, DAI Consulting, Kroll LLC; or (B) such other top tier (top 15) independent third- party auditing firm as mutually agreed to by the Parties. “Independent Engineer” means an engineer to be jointly selected by the Parties. “Independent Manager” means a manager who is not at the time of initial appointment, or at any time while serving as Independent Mana ger, and has not been at any time during the preceding five (5) years: (i) a member, stockholder, equityholder, director, manager (except as the Independent Manager of Seller), officer, employee, partner, atto rney or counsel of Seller, any member of Seller, or any Affiliate of Seller; (ii) a customer, supplier or other Person who derives any of its purchases or revenues from its activit ies with Seller, any member of Seller, or any Affiliate of Seller (other than for serving as Independent Mana ger of Seller), (iii) a Person controlling or under common control with any such stockholder, equityholder, partner, manager, 151 of 662

13 customer, supplier or other like Person, or (iv) a member of the immediate family of any such member, stockholder, equityholder , director, officer, employee, manager, partner, customer, supplier or other like Person.
“Initial Stub Year” means the period beginning on the Commercial Operation Date and ending at 23:59:59 hours on December 31 in th e year during which the Commercial Operation Date occurs.
“Insurance” means the policies of insurance as set forth in Appendix F. “Interconnection Agreements” means (i) LGIA, (ii) Transmission Services Agreement and (iii) GIRA, and associated documents (o r any successor agreement and associated documentation), collectively governing the terms a nd conditions of Seller’s interconnection with the Transmission System and provides for a first point of interconnection at the Point of Delivery. “Interest Rate” means the lesser of (i) two hundred (200) basis points above the per annum “Prime Rate” reported daily in The Wall Street Journal , or (ii) the maximum rate permitted by applicable Requirements of Law.
“International Trade Laws ” shall mean all laws, regulat ions, and orders relating to imports as administered by U.S. Customs and Border Protection, and any other applicable customs and imports laws; exports and tr ade sanctions pursuant to the International Traffic in Arms Regulations administered by the U.S. Department of State’s Directorate of Defense Trade Controls, the Export Administra tion Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, and the U.S. Depart ment of the Treasury’s Office of Foreign Assets Control, and any other applicab le exports and trade sanctions laws (including any laws or executive orders issued in the Stat e of California); antiboycott matters administered by the U.S. Department of Commerce’s Office of Antiboycott Controls and the U.S. Department of the Treasury’s Internal Revenue Service, an d any other applicable anti-boycott laws; anti- bribery and anti-corruption matters governed by the Foreign Corrupt Practices Act as enforced by the U.S. Department of Justice and the U.S. Securities and Exchange Commission, the UK Bribery Act, and any other applicable anti-bribery and anti-corruption laws; anti-money laundering matters pursuant primarily, but not excl usively, to the Money Launderi ng Control Act and the Bank Secrecy Act, and any other applicable; and any other applicable laws, regulations, and orders related to these areas.
“Investment-Grade Credit Rating” means a credit rating for a Person’s long-term debt that is at least “BBB-” by S&P or “Baa3” by Moody’s.
“ISA” means Instrument Society of America.
“ITC” means the elective investment tax credit provided in Section 46, and 48 or 48E of the Code or any successor to such section.
“Joint Powers Agreement” means the “Southern California Public Power Authority Joint Powers Agreement” entered into pursuant to the provisions of the Act among Buyer and Buyer’s members, dated as of November 1, 1980.
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14 “Key Milestone ” means the Commercial Operation Date, as further described in Appendix B.
“Knowledge” means the actual knowledge, after due i nquiry, of any officer or any other agent, employee or representative of Seller resp onsible for the management of the operation or maintenance of the Facility or any fact, circumstance or condition. “kW” means kilowatt or kilowatts, as applicable.
“LAAC” has the meaning set forth in Section 14.24(b)(i). “LADWP” means the City of Los Angeles acting by and through the Department of Water and Power, a California municipal corporation.
“Legal Opinion” means an executed original of a written legal opinion of Morgan Lewis Bockius LLP, counsel for Seller, or other outside counsel of Seller reasonably acceptable to Buyer, addressed to Buyer and in form and substance reasonably acceptable to Buyer, concerning, among others, the enforceability and due authorization of this Agreement, and the other Ancillary Documents that are agreements between the Parties, dated as of the date such opinion is delivered in accordance with Section 2.1.
“Lessor” has the meaning set forth in the definition of “Sale Leaseback Financing.” “LGBTBE” has the meaning set forth in Section 14.24(c). “LGIA” means that certain Large Generator Interconnection Agreement between Seller and Milford Generator Lead Owner in a form reasonably approved by Buyer, as may be amended. “Lien” means any mortgage, deed of trust, lien, security interest, retention of title or lease for security purposes, pledge, charge, encumbrance, equity, attachment, claim, easement, right of way, covenant, condition or restriction, leasehold interest, purchase right or other right of any kind, including an option, of any other Person in or with respect to any real or personal property. “Losses” has the meaning set forth in Section 13.3(f)(ii). “LVRT” has the meaning set forth in Appendix P.
“Major Maintenance Blockout” has the meaning set forth in Section 7.4(b). “Major Subcontractors” has the meaning set forth in Section 11.5. “Market Price Index ” means the weighted average of the “on-peak” Energy (not including Environmental Attribut es) prices (i) for purposes of calculating Shortfall Liquidated Damages, for each day within the year the shor tfall energy occurred and (ii) for purposes of calculating the Replacement Price, for each day within any applicable period in which the Facility is not Compliant, each as published by the Intercon tinental Exchange (“ICE”) for transactions at Palo Verde ICE index plus $6.00 (Mona Premium) excluding Environmental Attributes. If there are no longer on-peak market prices for Energy (excluding Environmental Attributes) transactions 153 of 662

15 at Palo Verde published by ICE, the Parties will mutually agree to a replacement market price index that most closely reflects Energy (excluding Environmental Attributes) transactions at the geographic location of the market s at the Point of Delivery or Palo Verde markets as of the Effective Date. If a market price index for Energy (not including Environm ental Attributes) that more accurately tracks the prevailing market price of the Delivered Energy at the Point of Delivery is created, the Parties may mutually agree to adapt such index pric e as the Market Price Index at such time.
“Material Adverse Effect ” means any effect(s) that, indivi dually or in the aggregate, is material and adverse to (i) the assets, constr uction, operations, use or physical condition of the Facility (including any Shared Facilities, as defined in the Shared Facilities Agreement), taken as a whole, or (ii) the ability of Seller to perform its obligations under this Agreement or any Ancillary Document, taken as a whole.
“MBE” has the meaning set forth in Section 14.24(c).
“Metering Policies” means the then-current metering policies and guidelines adopted by LADWP, including the LADWP Bulk Electric System Meter Policy, the current version of which is attached as Appendix U, and any successor thereto.
“Milestone” has the meaning set forth in Section 3.3(a). “Milestone Date ” means the deadline associated with each Milestone as set forth in Appendix B, as each may be extended pursuant to the terms of this Agreement. “Milford Generator Lead” means that certain in-opera tion approximately 88-mile 345 kV transmission-tie line, which connects the Facility to the Point of Interconnection. “Milford Generator Lead Owner” means Milford Gen Lead, LLC, a Delaware limited liability company.
“Milford I” means that certain approximately 200 MW wind energy project located near Milford, Utah, known as the Milford I Wind Project.
“Milford II” means that certain approximately 102 MW wind energy project located in Millard and Beaver Counties, Utah, known as the Milford II Wind Project. “Monthly Payment” means the amount to be paid to Seller by Buyer on a monthly basis as specified in Appendix A.
“Moody’s” means Moody’s Investment Services, Inc., and its successors in interest. “MW” means megawatt or megawatts, as applicable.
“MWh” means megawatt-hour or megawatt-hours, as applicable. “NERC” means the North American Electric Reliability Corporation. 154 of 662

16 “NERC Reliability Standards” means the reliability standards developed by NERC or by any regional authority having juri sdiction, that are applicable to the owner or operator of the Facility, or to the Facility itself, including Security Requirements. “New Resource Implementation” means the process and requirements established by the Balancing Authority for the Attaining Balancing Authority Area substantially similar in kind and cost to those as set forth by CAISO for interconnection projects to successfully complete resource implementation to the CAISO grid.
“Non-Compensable Curtailments” has the meaning set forth in Section 7.5(a). “Non-Consolidation Opinion” means a reasoned opinion of Morgan Lewis Bockius LLP, in form and substance reasonably acceptable to Buyer, as to the non-consolidation of Seller in a bankruptcy proceeding of any member of Seller, addressed and delivered to Buyer in accordance with Section 2.2(b).
“Non-Defaulting Party” has the meaning set forth in Section 13.3(a). “Non-U.S. Issuer Bank” means any issuer of a letter of credit that is organized under laws outside of the United States.
“Normal Shutdown” has the meaning set forth in Appendix P. “Normal Startup” has the meaning set forth in Appendix P. “Notice of Proposed Third Party Sale” has the meaning set forth in Section 14.21(b). “Notifying Party” has the meaning set forth in Section 14.3(a). “NTP” means a full notice to proceed issued by Seller to its general contractor (the “EPC Contractor”) for the commencement of in stallation and construction of the Facility pursuant to which such general contractor is obligated to commence the installation and construction of the Facility.
“OBE” has the meaning set forth in Section 14.24(d).
“Off-Peak” means all hours other than On-Peak hours.
“On-Peak” means 6:00 a.m. – 10:00 p.m., Monday through Saturday. “Operating Insurance ” means the Insurance required to be carried by Seller for the Facility after the achievement of Commercial Operation, as set forth in Appendix F. “Operation and Maintenance Plan” has the meaning set forth in Section 4.6(a). “Option Agreement” means that certain Option Agreement of even date herewith attached as Appendix L.
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17 “OSHA” means Occupational Safety & Health Administration. “Outside COD” has the meaning set forth in Section 3.3(e). “Pacific Prevailing Time ” means the time in Los Ange les, California when actual transactions are made.
“Participating Member” means each of Burbank, Glendale and LADWP. “Participating Member Agreement ” means the agreement(s) between Buyer and each Participating Member that sets forth the term s and conditions under which each Participating Member agrees to purchase from Buyer the Capa city Rights, Facility Energy and Environmental Attributes from the Facility.
“Party” and “Parties” have the meanings set forth in the preamble to this Agreement. “Performance Security” has the meaning set forth in Section 5.6(b). “Permit” means all applications, permits, licenses , franchises, certificates, concessions, consents, authorizations, approvals, registrati ons, orders, filings, en titlements and similar requirements of whatever kind and however descri bed which are required to be obtained or maintained by any Person with respect to the development, siting, design, acquisition, construction, equipping, financing, ownership, possession, shakedown, start-up, testing, operation or maintenance of the Facility, the production and delivery to th e Point of Delivery of Energy, Capacity Rights and Environmental Attributes, or any other transac tions or matter contemplated by this Agreement (including those pertaining to electrical, building, zo ning, environmental and occupational safety and health requirements), including those described in Appendix K. “Permitted Encumbrances” means (i) any Lien approved by Buyer in a writing separate from this Agreement which expressly identifies th e Lien as a Permitted Encumbrance, (ii) Liens in favor of Facility Lenders, (iii) Liens for Taxes not yet due or for taxes being contested in good faith by appropriate proceedings, so long as such proceedings do not involve (a) a material risk of the sale, forfeiture, loss of the Fa cility or any part thereof, or (b ) a restriction on the use of the Facility or any part thereof, provided that such proceedings end by the expiration of the Agreement Term, (iv) suppliers’, vendors’, mechanics’, workman’s, repairman’s, employees’ or other like Liens arising in the ordinary co urse of business for work or service performed or materials furnished in connection with the Facility for amounts the payment of wh ich is either not yet delinquent, bonded or is being contested in good faith by appropriate proceedings, so long as such proceedings will have ended by the expiration of the Agreement Term and do not involve a material risk of the sale, forfeiture, loss of the Fa cility or any part thereof, (v) the Real Property Agreements, or memoranda of such Real Property Agreements; or (vi) easements, rights of way, use rights, exceptions, encroachments, reservations, restrictions, conditions or limitations, so long as they have been identified by Seller to Buyer in writing prior to the achievement of Commercial Operation and do not materially interfere with or impair the operati on of the Facility as contemplated by this Agreement.
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18 “Person” means any individual, corporation, partnership, join t venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, government or other political subdivision.
“PMU” has the meaning set forth in Appendix S.
“Point of Delivery ” means the 345 kilovol t ac switchyard at the Intermountain Power Project in Delta, Utah.
“Point of Interconnection ” means a tap on the Milford Generator Lead located at approximately 38.572503° latitude and -113.021028° longitude and noted in the meter diagram in Appendix R-2.
“PPT” has the meaning set forth in Section 7.2(e).
“Present Value Rate ” means, at any date, the sum of 0.50% plus the yield reported on page “USD” of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally-recognized trading screen reporting on-line intraday trading in United States government securities) at 11:00 a. m. (New York City, New York time) for the United States government securities having a maturity that mo st nearly matches the remaining term of the Agreement at that date.
“Principals” means any board chair, president, ch ief executive officer, chief operating officer and any other individual w ho serves in the functional equiva lent of one or more of those positions; as well as any individual who holds an ow nership interest of at least twenty percent (20%) in Seller or any Upstream Equity Owner that is itself owned directly or indirectly in whole or part by the Ultimate Upstream Equity Owner; and any employee of Seller who is authorized by Seller to represent Seller before any Participating Member. “Production Tax Credits ” means the production tax credits applicable to electricity produced from certain renewable resources pursuan t to (i) 26 U.S.C. §45, (ii) 26 U.S.C §45Y, or (iii) any successor to such sections.
“Project Meter” has the meaning set forth in Section 11.6(a). “Project Purchase Option” means the right, but not the ob ligation, of Buyer, in its sole discretion, to purchase the Facility Assets and certain related assets from Seller in accordance with the provisions of the Option Agreement.
“Proposed Purchase Notice” has the meaning set forth in Section 14.21(a). “Proposed Sale Notice” has the meaning set forth in Section 14.21(a). “Prudent Utility Practices” means those practices, methods, and acts, that are applicable to the Facility and commonly used by a significant portion of the solar power generation industry, in prudent engineering and operations to design, construct a nd operate and maintain electric equipment (including solar powered facilities) lawfully and with safety, reliability, dependability, 157 of 662

19 efficiency, and economy, including any applicable practices, methods, acts, guidelines, standards and criteria of FERC, NERC, WECC and all applicable Requirements of Law. “PT” means power transformer.
“PTC” means the Production Tax Credits.
“PUC” means the California Public Utilities Commission. “PUC Performance Standard ” means, at any time, th e greenhouse gas emission performance standard in effect at such time for baseload electric genera tion facilities owned or operated (or both) by load-serving entities and not local publicly-owned electric utilities, as established by the PUC or other Governmental Authority under the EPS Law. “Purchase Option Exercise Notice” has the meaning set forth in Exhibit 1.1 of the Option Agreement.
“Q/A” has the meaning set forth in Appendix J.
“Q/C” has the meaning set forth in Appendix J.
“Qualified Issuer” means a domestic U.S. bank or a U. S. branch of a foreign bank (each such bank as approved by Buyer in writing, which approval shall not be unreasonably withheld, conditioned or delayed) that, in either case, has a then-current long-term credit rating (corporate or long-term senior unsecured debt) of (i) “A2” or higher by Moody’s Investors Service, Inc. and “A” or higher by Standard & Poor’s, if rated by both rating agencies; or (ii) “A2” or higher by Moody’s Investors Service, Inc. or “A” or higher by Standard & Poor’s, if rated by only one rating agency and, in addition to (i) or (ii), as applicable, (iii) has not suffered a Downgrade Event. “Qualified Operator ” means (a) an Affiliate of Seller, or (b) a Person reasonably acceptable to Buyer that, in either case, has at le ast three (3) years of operating experience with utility scale photovoltaic solar-powered generation facilities that are in excess of fifty (50) MW in capacity.
“Qualified Transferee” means a Person that:
(a) (i) has a net worth at the time of th e transfer that is equal to or greater than $150,000,000, or who has a parent or an Affiliate with a net worth at the time of the transfer equal to or greater than $150,000,000,
(ii) (A) retains or causes the S ubsequent Owner to retain, a Qualified Operator or Qualified Operators to operate the Faci lity (or otherwise agrees not to interfere with the existing Qualified Operator for the Facility) a nd (B) has, if the time of determination is three (3) years or less following the E ffective Date, two (2) years of experience owning, leasing, or managing electrical generation through renewable re sources with at least two (2) projects of 25MW or higher, or if the time of determination is more than three (3) years following the Effective 158 of 662

20 Date, has four (4) years of experience owning, leasing or managing electrical generation through renewable resources with at least two (2) projects of 50MW or higher, (iii) executes a written assumption agreement in favor of Buyer pursuant to which such Person shall assume all of the obligations of Seller under the PPA and the Ancillary Documents,
(iv) is a Special Purpose Entity, and
(v) is not at the time of transfer in active litigation against Buyer or a Participating Member, or
(b) is reasonably acceptable to Buyer.
“Quality” has the meaning set forth in Appendix J.
“Quality Assurance” has the meaning set forth in Appendix J. “Quality Assurance Program ” or “ Q/A Program ” has the meaning set forth in Section 5.4.
“Quality Control” has the meaning set forth in Appendix J. “Rating Agency” means S&P or Moody’s.
“Real Property ” means the real property for the Faci lity Site (as may be modified in accordance with Section 12.4(b) and Section 12.4(d)).
“Real Property Agreements ” means the real property agre ements listed in Appendix H (as may be modified in accordance with Section 12.4(b) and Section 12.4(d)). “Recipient Party” has the meaning set forth in Section 14.3(a). “Rejection Notice” has the meaning set forth in Section 14.21(a). “Remaining Term” means, at any date, the remaining portion of the Agreement Term at that date without regard to any early termination of this Agreement. “Remedial Action Plan” has the meaning set forth in Section 3.3(c). “Renewable Energy Certificates ” means a certificate of pr oof associated with the generation of electricity from an RPS Compliant eligible renewable energy resource, which certificate is issued through th e accounting system established by the CEC pursuant to the RPS Law, evidencing that one (1) MWh of Energy was generated and delivered from such eligible renewable energy resource. Such certificate is a tradable environmental commodity (also known as a “green tag” or “renewab le energy credit”) for which the owner of the Renewable Energy Certificate can prove that it has purchased renewable Energy. 159 of 662

21 “Replacement Energy” means Energy that is produced by a facility (or f acilities) other than the Facility that, at the time delivered to Buyer, (a) is both RPS Compliant and, if applicable, EPS Compliant, and (b) qualifies under California Public Utilities Code Section 399.16(b)(1). “Replacement Price” has the meaning set forth in Section 8.7(b). “Requirements” means, collectively, Prudent Ut ility Practices, all applicable Requirements of Law, the Permits, Seller’s Quality Assurance Program, and any other requirements set forth in this Agreement.
“Requirements of Law” means federal, state and local laws, statutes, regulations, rules, codes or ordinances, resolutions, standards, gu idebooks (including the Guidebook), directives, executive or other orders, judgement, decrees, ru ling or determinations enacted, adopted, issued or promulgated by any federal, state, local or other Governme ntal Authority (including those pertaining to electrical, building, zoning, Environmental Laws and occupational safety and health requirements), formal actions taken by a Govern mental Authority (including any formal action taken by the city council of any Participating Member) and the International Trade Laws. “Resource Adequacy Attributes” means the benefits or attributes, if any, now or existing in the future based on the procurement obligations of Buyer with respect to resource adequacy as described by the PUC, the CEC, an applicable Balancing Authority (including but not limited to the CAISO or the Attaining Balancing Authority ) or any other regional entity, and that are associated with the electric generating capability of the Facility. “RH” means range of humidity.
“Right of First Offer” or “ROFO” has the meaning set forth in Section 14.21. “Right of First Refusal” or “ROFR” has the meaning set forth in Section 14.21. “RPS Compliance Period” means each “Compliance Period” as defined in the RPS Law. “RPS Compliance Shortfall Energy” means the difference between the aggregate amount of Delivered Energy delivered to Buyer during any RPS Compliance Period and the sum of the Guaranteed Delivered Energy for such RPS Co mpliance Period, less any Replacement Energy provided by Seller during such RPS Compliance Period.
“RPS Compliance Shortfall Liquidated Damages” has the meaning set forth in Section

9.3. “RPS Compliant” means, when used with respect to the Facility or any other facility at any time, that all Energy generated by the Facility or other facility, as applicable, at all times shall, together with all of the associated Environmen tal Attributes, qualify as a “portfolio content category 1” eligible renewable resource under the RPS Law and meet the requirements of Public Utilities Code Section 399.16(b)(1).
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22 “RPS Law” means renewable energy programs and policies established and amended by California State Senate Bills 1078 (2002), X1-2 (2011), 350 (2015) and 100 (2018) and codified in California Public Utilities Code S ections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time, and all related policies, regulations and guidelines, including the Guidebook. “RPS Shortfall Penalty” has the meaning set forth in Section 9.3. “RTU” has the meaning set forth in Appendix P.
“S&P” means Standard & Poor’s Corporation, and its successors in interest. “Sale Leaseback Financing ” means a sale leaseback whereby the Facility or Seller’s interest in the Facility Site (which for purposes of this de finition shall exclude any easements associated with the transmission line) is sold by Seller to one or more investors (each, a “Lessor”) and leased back by Seller and Seller retains a right of quiet enjoyment over the Facility Site (or the Facility, as applicable) during the lease term as long as Seller pays Lessor thereof rent and meets its other obligations under the lease; provided that a Sale Leaseback Financing shall comply with the provisions of Section 12.5.
“SBE” has the meaning set forth in Section 14.24(c).
“SCADA” has the meaning set forth in Section 7.2(a).
“Schedule” or “Scheduling” means the actions of Seller and Buyer, Buyer’s Agent, or their Authorized Representatives, and the Tran smission Providers, if a pplicable, of notifying, requesting and confirming to each other the quantity of Energy to be delivered at the Point of Delivery on any given date during the Delivery Term.
“Scheduled Outage” means any outage with respect to the Facility other than a Forced Outage.
“Scheduled Outage Projection” has the meaning set forth in Section 7.4(c). “Scheduling Procedures” has the meaning set forth in Section 7.2(a). “Security Requirements” has the meaning set forth in Section 5.3(c). “Seller” has the meaning set forth in the preamble to this Agreement. “Seller Caused Access Failure” has the meaning set forth in Section 7.3(c). “Seller Parties ” means Seller and any Affiliates of Seller executing any Ancillary Documents now or hereafter in effect.
“Seller’s Check Meters” has the meaning set forth in Section 7.3(b)(i)(A). “Seller’s SCADA Integrated Components” has the meaning set forth in Section 7.3(a). 161 of 662

23 “SFPO” has the meaning set forth in Section 14.24(i). “Shared Facilities Agreement” means any agreement governing the use of certain shared facilities, the right to occupy or use shared real property, or the ownership or governance of the rights associated with either, in any case, entered into in accordance with Section 14.22. “Shortfall Energy” has the meaning set forth in Section 9.1(a). “Shortfall Liquidated Damages ” means, individually, A nnual Shortfall Liquidated Damages or RPS Compliance Shortfall Liquidat ed Damages, as the context requires, and collectively, Annual Sh ortfall Liquidated Damages and RP S Compliance Shortfall Liquidated Damages.
“Shortfall Make Up Period” has the meaning set forth in Section 9.1(a). “Site Control ” means that Seller shall: (i) own the Facility Site; (ii) be the grantee or licensee of one or more easements with respect to the Facility Site, which, in each case, permit Seller to perform its obligations under this Agreement and, as applicable, the other Ancillary Documents; (iii) be the lessee under one or more l eases with respect to the Facility Site which permit Seller to perform its obligations under this Agreement and the Ancillary Documents; or (iv) have otherwise provided evidence satisfactory to Buyer of Seller’s exclusive right to control the Facility Site so as to perm it Seller to perform its obligatio ns under this Agreement and the Ancillary Documents to which it is a party.
“Solar Panel Mechanical Completion ” has the meaning set forth in Appendix N-1, Appendix N-2, and Appendix N-3.
“Special Purpose Entity” means a limited liability company that at all times:
(a) shall not (i) engage in any dissolu tion, liquidation or consolidation or merger with or into any other business entity, (ii) acquire by purchase or otherwise all or substantially all of the business or assets of or beneficial interest in any other entity, (iii) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of its properties or assets except to the extent permitted herein, (i v) modify, amend or waive any provisions of its organizational documents related to its status as a Special Purpose Entity, or (v) terminate its organizational documents or its qualifications and good standing in any jurisdiction;
(b) was, is and will be organized solely for the purpose of acquiring, developing, owning, holding, selling, financi ng, leasing, transferring, exchanging, managing and operating the Facility, entering into this Agreement with Buyer a nd transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; (c) has not been, is not, and will not be engaged in any business unrelated to the acquisition, development, construction, ownership, management or operation of the Facility; 162 of 662

24 (d) has not had, does not have and will not have, any assets other than those related to the Facility;
(e) has held itself out and will hold itself out to the public as a legal entity separate and distinct from any other entity and has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity; (f) has maintained and will maintain its financial statements, bank accounts, accounts, books, resolutions, agreements and reco rds separate from any other Person and has filed and will file its own tax returns (except to the extent treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law); (g) has held itself out and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affi liate of Seller and not as a divi sion, department or part of any other Person;
(h) has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertai n or identify its individua l assets from those of any other Person;
(i) has not made and will not make loans or advances to any Person other than as required under the Interconnection Agreements, or as may be permitted under the Shared Facilities Agreement, or hold evidence of inde btedness issued by any other Person (other than cash and investment-grade securities issued by an ent ity that is not an Affiliate of or subject to common ownership with such entity) or made any gifts or fraudulent conveyances to any Person;
(j) has not identified and will not identify its members, or any Affiliate of any member, as a division or department or part of it, and has not identified itself and shall not identify itself as a division or department of any other Person; (k) has not entered into or been a party to, and will not enter into or be a party to, any transaction with its members or Affiliates, except (i) in the ordinary course of its business and on terms which are intrinsically fair, commercially reasonable and are no less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party, (ii) in connection with the deve lopment or construction of the Facility, provided that (except with respect to agreements subject to clause (i ii) below), any indebtedness or other obligations of Seller pursuant to any such transaction with its members or Affiliates shall be fully performed and discharged in their entirety on or prior to the occurrence of the Commercial Operation Date, (iii) any Shared Facilities Agreement, or (iv) as otherwise set forth and permitted in this Agreement;
(l) does not and will not have any oblig ation to indemnify, and has not indemnified and will not indemnify any Person other than (i) its officers, managers or members, as the case may be, and the Independent Manage r in connection with activities related to the performance of this Agreement, (ii) entities requ iring indemnification in the normal course of 163 of 662

25 business in connection with th e development, construction, ownership and operation of the Facility, or (iii) any Affiliate that is a party to a Shared Facilities Agreement, in each case as set forth therein;
(m) has considered and shall consider the interests of its creditors in connection with all limited liability company actions;
(n) does not and will not have any of its obligations guaranteed by any Affiliate and will not hold itself out as being responsible for the debts or obligations of any other Person except (i) in connection with the develo pment or construction of the Facility; provided that any such debt obligations shall be fully performed and discharged on or prior to the occurrence of the Commercial Operation Date, or (ii) in accordance wi th the Interconnection Agreements and any Shared Facilities Agreement;
(o) has complied and will comply with all of the terms and provisions contained in its organizational documents including the provisi on requiring that there be an Independent Manager at all times and has done or caused to be done and will do all things necessary to preserve its existence;
(p) has not commingled, and will not commin gle, its funds or assets with those of any Person and has not participated and will not participate in any cash management system with any other Person;
(q) has held and will hold its assets in its own name and conducted and will conduct all business in its own name;
(r) has maintained and will maintain its financial statements, accounting records and other entity documen ts separate from any other Pe rson and has not permitted and will not permit its assets to be listed as assets on the financial statement of any other entity except as required by GAAP; provided, however, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity; (s) has paid and will pay its own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and has maintained and will maintain a sufficient number of employees in light of its contemplated business operations; (t) has observed and will observe all limited liability company formalities; (u) has not assumed or guaranteed or become obligated for, and will not assume or guarantee or become obligated for the debts of any other Person (other than an Affiliate of Seller solely as provided in (k) an d (n) of this definition with respect to debts incurred for the performance of an obligation of Seller under this Agreement) and has not held out and will not hold out its credit as being ava ilable to satisfy the ob ligations of any other Person (other than an Affiliate of Seller solely as provided in (k) and (n) of this definition with respect to debts incurred for the performance of an obligation of Seller under this Agreement) 164 of 662

26 except as permitted pursuant to this Agreemen t, or in accordance with the Interconnection Agreements or any Shared Facilities Agreement;
(v) does not have and will not acquire obligations or securities of its members or any Affiliate, except as permitted under (k), (n), and (u) of this definition; (w) has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including but not limited to paying for shared space and services performed by any employee of an Affiliate; (x) maintains and uses, and will maintain and use separate stationery, invoices and checks bearing its name; such sta tionery, invoices and chec ks utilized by it or utilized to collect its funds or pay its expenses have borne and shall bear its own name and have not borne and shall not bear the name of any other entity unless such entity is clearly designated as being its agent;
(y) except in connection with the development or construction, or financing of the development or construction of the Facility, or in accorda nce with any Shared Facilities Agreement, has not pledged and will not pledge its assets for the benefit of any other Person; (z) now has, and will continue to maintain, articles of organization, a certificate of formation or an operating agreement, as applicable, that provides that it will not:
(i) dissolve, merge, liquidate or consolidate; (ii) sell, transfer, lease or otherwise convey all or substantially all of its assets; (iii) engage in any other business ac tivity, or amend its organizational documents with respect to the ma tters set forth in this definition without the affirmative vote of its Independ ent Manager; or (iv) without the affirmative vote of its Independent Manager, file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;
(aa) is and intends to remain solvent and has paid and intends to continue to pay its debts and liabilities (including, as a pplicable, shared personnel and overhead expenses) from its assets as the same shall have or become due, and has maintained, is maintaining and intends to maintain adequate capital for the no rmal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; and (bb) has and will have no indebtedness other than (i) any loan(s) made by the Facility Lender providing construction financing for the Facility and any loan in replacement or substitution thereof, (ii) Taxes and Insurance prem iums, (iii) liabilities (other than any loan(s) made by the Facility Lender) incurred in the ordinary course of bu siness relating to its ownership, leasing and operation of the Facility and its routine adminis tration, the amounts of which are normal and reasonable under the circ umstances and paid in a timely manner and, when due and owing at any given time but unpaid, (A) do not exceed, at any time, a maximum amount of one percent (1%) of any loan(s) made by the Facility Lender providing construction financing for the Facility and any loan in replacement or substitution thereof, and (B) are paid within sixty (60) days of the date incurred, (i v) any other liabilities incurred in the ordinary course of business relating to th e development and construction of the Facility, provided that 165 of 662

27 any such liabilities shall be fully discharged on or prior to achievement of the Commercial Operation Date or as set forth in any Shared Facilities Agreement, and (v) such other liabilities that are permitted pursuant to this Agreement.
“SPG” has the meaning set forth in Appendix S.
“Startup and Test Energy” means Delivered Energy, measured in MWh, generated prior to the Commercial Operation Date for which there are certified RECs. “Startup Notice” has the meaning set forth in Section 3.3(b). “Startup Price” has the meaning set forth in Appendix A. “State Executive Order” has the meaning set forth in Section 14.24(m). “Subcontractors” has the meaning set forth in Section 11.5. “Substation Meter” has the meaning set forth in Section 11.6(a). “System Emergency” means (i) an emergency conditi on or abnormal condition on the Transmission System which in the sole judgme nt of Buyer’s Transmis sion Provider prevents Buyer or Buyer’s Transmission Pr ovider acting in accordance with Prudent Utility Practices to receive Energy at the Point of Delivery, (ii) an “Emergency Condition” as defined in the Transmission Provider’s OATT or the Interc onnection Agreements, or (iii) any abnormal condition, reliability condition on a Transmission Provider’s Transmission System as may be identified by such Transmission Provider, any balancing authority, or any reliability entity. “Tax” or “Taxes” means each federal, state, county, local and other (i) net income, gross income, gross receipts, sales, use, ad valorem, business or occupation, transfer, franchise, profits, withholding, payroll, employment, excise, property or leasehold tax and (ii) customs, duty or other fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amount with respect thereto. “Tax Benefits” has the meaning set forth in the definition of “Federal Tax Credit Event.” “Tax Credit Event Impact” has the meaning set forth in Section 8.7(e). “Tax Equity Investor” has the meaning set forth in the definition of “Tax Financing.” “Tax Financing ” means, with respect to Seller or any Upstream Equity Owner, any transaction or series of transactions in which (i) (a) one or more tax equity investors (each, a “Tax Equity Investor”) buys an interest in Seller or in any Upstream Equity Owner acting as a holding company for Seller, (b) such Tax Equity Invest ors are thereafter allo cated a disproportionate amount of the income, loss and tax credits associated with Seller, which may be revised after a “flip date,” after which such allocations are re duced or otherwise modifi ed, (c) on one or more dates on or after such “flip date ” the other party or parties to such transaction or series of transactions that was the recipient of the remainder of any income, loss and tax credit allocations (that is, the non-Tax Equity Investor to the transaction or series of transactions) may have an option 166 of 662

28 to repurchase any Tax Equity Invest ors’ interest in Seller or such Upstream Equity Intermediate Entity acting as a holding company for Seller, and (d ) such non-Tax Equity Investor’s interest in Seller or such Upstream Equity Intermediate Entity retains management control over the Facility, but must obtain the agreement of the Tax Equity Investors prior to ta king major decisions (in accordance with the applicable ta x equity financing documents) wi th respect to Seller or such Upstream Equity Owner acting as a holding comp any, (ii) there is a Sale Leaseback Financing, (iii) one or more tax credit buyers purchases the ITCs or PTCs as sociated with the Project or (iv) another structure pursuant to whic h a third-party is able to mone tize the tax credit s and/or other benefits associated with the Facility to be agreed with the prior written c onsent of Buyer, such consent not to be unreasonably withheld.
“Termination Notice” has the meaning set forth in the definition of Section 13.3(a). “Termination Payment” means in the case of a Default, the amounts, calculated pursuant to Section 13.3 payable by the Defaulting Party, as applicable, to liquidate this Agreement. “Third Party Sale Replacement Price” has the meaning set forth in Section 6.3. “Tier One” has the meaning set forth in Section 5.1(d). “Transmission Line Loss Factor” means the assumed amount to calculate line losses on the Milford Generator Lead between the Project Meter and the Point of Delivery that is applied to the readings taken by the Elec tric Metering Device(s) installed at the Project Meter, which Transmission Line Loss Factor shall be 1.32%.
“Transmission Provider ” means the Person(s) operating the Transmission System(s) providing Transmission Services to or from the Point of Delivery. “Transmission Services” means the transmission and other services required to transmit Energy to or from the Point of Delivery, including, in the case of Seller, on the transmission line contemplated by the Transmission Services Agreement.
“Transmission Services Agreement” means that certain Transmission Service Agreement between Seller and Milford Generator Lead Owner, in form agreed to by such foregoing parties and reasonably approved by Buyer.
“Transmission System” means the facilities utilized to provide Transmission Services. “Ultimate Upstream Equity Owner” means the entity set forth in Section 1 of Schedule

12.2(h).
“UNFCCC” has the meaning set forth in the definition of “Environmental Attributes.” “Upstream Equity Owner” means any upstream equity owne r of Seller at or below the Ultimate Upstream Equity Owner.
“U.S. Issuer Bank” means any issuer of a letter of credit that is organized under the laws of the United States or any state thereof.
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29 “VAC” means volts alternating current.
“VDC” means volts direct current.
“WBE” has the meaning set forth in Section 14.24(c).
“WECC” means the Western Electricity Coordinating Council, and any successor entity thereto.
“Western Interconnection” means the wide area synchronous power grid overseen by the WECC.
“WREGIS” means Western Renewable Energy Ge neration Information System, any successor thereto, including any replacement system required by the CEC, or any replacement system as determined by Buyer.
“WREGIS Certificates” has the meaning set forth in Section 8.4. “WREGIS Operating Rules” means the rules describing the operations of WREGIS, as published by WREGIS and as may be amended from time to time. “WREGIS Withhold Amount” has the meaning set forth in Section 11.2.

Other terms defined herein have the meanings so given them in this Agreement.

Section 1.2 Interpretation. In this Agreement, unles s a clear contrary intention appears:
(a) time is of the essence;
(b) the singular number includes the plural number and vice versa; (c) reference to any Person includes such Person’s successors and assigns but, in case of a Party, only if such successors an d assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;
(d) reference to any gender includes the other;
(e) reference to any agreement (incl uding this Agreement), document, instrument, tariff or Requirement means such agreement, documen t, instrument, or tariff, or Requirement, as amended, modifie d, replaced or superseded and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (f) reference to any Article, Section, or Appendix means such Article of this Agreement, Section of this Agreement, or such Appendix to this Agreement, as the case may be, and references in any Article or Section or definition to any clau se means such clause of such Article or Section or definition;
168 of 662

30 (g) “herein”, “hereunder”, “hereof”, “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article or Section or other provision hereof or thereof;
(h) “including” (and with correlative m eaning “include”) means including without limiting the generality of any description preceding such term; (i) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including”; (j) reference to time shall always refe r to Pacific Prevailing Time; and reference to any “day” or “month” shall mean a calendar day or calendar month, as applicable, unless otherwise indicated;
(k) the term “or” is not exclusive; and
(l) the terms “shall” and “will” shall have the same meaning and be of equal force and effect.

Section 1.3 Interpretation with Interconnection Agreements . The Parties acknowledge that the Interconnection Agreements will be separate and free-standing contracts and that nothing in this Agreement, including the expiration or termination hereof, shall alter or modify the rights, duties and obligations of the parties under the Interconnection Agreements.

Section 1.4 Order of Precedence. In the event of any conflict or inconsistency between or among the terms and conditions of any of the body of this Agreement, the Appendices and Exhibits attached to the body of this Agreement and the Ancillary Documents, the following order of precedence, consistent with the controlling Requirements of Law, shall govern the interpretation of this Agreement: (i) the body of this Agreement, (ii) the Appendices and Exhibits attached to the body of this Agreement, (iii) the Option Agreemen t and (iv) the Ancillary Documents other than the Option Agreement.

ARTICLE II

EFFECTIVE DATE, TERM AND EARLY TERMINATION
Section 2.1 Effective Date. This Agreement shall be effective as of the Effective Date.

Concurrently with the execution of this Agreemen t, Seller shall execute and deliver to Buyer the Option Agreement. No later than five (5) Busi ness Days after the Effective Date, Seller shall deliver (or caused to be delivered) to Buyer th e Legal Opinion and the documents described in Section 12.2(b).

Section 2.2 Approvals Date Obligations.
(a) Within five (5) Business Days of the date on which all Approvals have been obtained, Buyer shall provide written notice to Seller of the occurrence thereof and the Approvals Date.
169 of 662

31 (b) No more than thirty (30) days after the Approvals Date, Seller shall deliver to Buyer a copy of the CEC pre-certification application for the Facility in the name of Seller that has been filed with the CEC. No later than five (5) Business Days after the Approvals Date, Seller shall deliver to Buyer the Non-Consolidation Opinion.

Section 2.3 Agreement Term and Delivery Term. The term of this Agreement shall commence on the Effective Date a nd shall end upon the final date of the Delivery Term (the “Agreement Term”). This Agreement shall have a delivery term commencing on the Commercial Operation Date and ending on the last day of th e Final Stub Year, unles s sooner terminated in accordance with the terms of this Agreement (the “Delivery Term”).

Section 2.4 Survivability. The provisions of this Section 2.4, Section 5.6, Section 11.5, Article XIII, and Article XIV shall su rvive the termination of this Agreement. In addition, applicable provisions of this Agreement shall continue in effect after termination to the extent necessary to provide fo r final billing and adjustments related to the period prior to termination of this Agreement, including payment of any money due and owing to Seller or Buyer pursuant to this Agreement, including Section 3.3, Sectio n 5.6, Section 6.1, Section 6.3, Section 6.4, Section 9.2 and Section 9.3.

Section 2.5 Early Termination. Without limiting Buyer’s rights in this Agreement, including any other termination rights that may not be enumerated in this Section 2.5, Buyer may terminate this Agreement as follows:
(a) Early Termination by Mutual Agreement. This Agreement may be terminated by mutual written agreement of the Parties.
(b) Early Termination for Default . Upon the occurrence and during the continuation of a Default subject to applicable cure periods, if any, the Non-Defaulting Party may, in its sole discretion, terminate this Agreement as set forth in Section 13.3. (c) Early Termination for Compliance Failure. Buyer, in its sole discretion, may terminate this Agreement pursuant to Section 8.7.
(d) Early Termination for Failure to Achieve Commercial Operation .

Buyer, in its sole discretion, may terminate this Agreement effective upon notice to Seller if Seller fails to achieve the Commercial Operation Date in accordance with Section 13.1(i). (e) Early Termination for Consecutive Shortfall Energy Years. Buyer may, in its sole discretion, terminate this Agreement pursuant to Section 13.1(j). (f) Early Termination for Force Majeure . This Agreement may be terminated pursuant to Section 14.5.
(g) Early Termination for Failure to Obtain CEC Certification . Buyer may, in its sole discretion, terminate this Agre ement effective upon notice to Seller pursuant to Section 3.5 if the Facility is not CEC Certified by the date that is six (6) months following the Commercial Operation Date.
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32 (h) Early Termination for Business Policies. Buyer, in its sole discretion may terminate this Agreement pursuant to Section 14.24.
(i) Early Termination for Exer cise of ROFO or ROFR . If Buyer accepts the Right of First Offer or Right of First Refusal for any proposed sale of all or any portion of the Facility or the Facility Assets, this Agreement shall terminate effective upon the consummation of any such sale to Buyer pursuant to Section 14.21.
(j) Early Termination for Exercise of Project Purchase Option . In the event Buyer elects to exercise the Project Pu rchase Option, this Agreement shall terminate effective upon the Closing under the Option Agreement.

Any termination of this Agreement under this Section 2.5 shall be w ithout prejudice to the rights and remedies of either Party for Defaults occurring prior to such termination.

Section 2.6 Early Termination for Failure to Obtain Required Approvals. If the Approvals Date has not occurred by the Approvals Deadline, then within ten (10) Business Days after the Approvals Deadline, either Buyer or Seller may terminate this Agreement and the Option Agreement by providing written notice to the othe r Party signed by a duly-authorized officer of Buyer or Seller, as applicable, which specifically provides that Buyer or Seller, is exercising its right to terminate this Agreement and the Option Agreement and specifically provides that such termination is being made pursuant to this Section 2.6 of the Agreement, with such termination to be effective immediately. Notwithstanding the immediately preceding sentence, each Party’s right to terminate shall expire on the earlier to occur of (a) the Approvals Date and (b) ten (10) Business Days after the Approvals Deadline. Upon such te rmination, neither Party shall have any liability to the other Party for such termination, subject to any obligations specified in Section 2.4.

Section 2.7 Early Termination for Ratings Downgrade. If at any time prior to the earlier of the (a) Construction Commencement Milestone and (b) Milestone Date for the Construction Commencement Milestone, LADWP (s olely with respect to any long-term debt issued in connection with LADWP’s power system) or Buyer (solely with respect to any long-term debt issued in connectio n with a project for which LADWP’s pa rticipation share is greater than 50%) receives a credit rating for such long-term debt (or has a credit rating for such long-term debt reduced) below an Investment-Grade Credit Rating from any Rating Agency or fails to maintain a credit rating for such long-term debt from at least one Rating Agency (a “ Buyer Downgrade Event”), then Seller may elect to terminate this Agreement at its sole discretion by written notice to Buyer no later than sixty (60) days after the Buyer Downgrade Event (or such longer period as mutually agreed to by th e Parties) without liability to either Party, except for such liabilities that accrued prior to the date of termination or that otherwise survive termination in accordance with the terms of this Agreement, and Buyer shall return the Development Security to Seller in accordance with Section 5.6(c).

ARTICLE III

DEVELOPMENT OF THE FACILITY
Section 3.1 Permitting. Seller, at its expe nse shall timely take all steps necessary to obtain all Permits required to construct, maintain or operate the Facility in accordance with the 171 of 662

33 requirements of this Agreement and all applicab le Requirements of Law, including the timely preparation of all environmental documents required for the review of the Facility under applicable federal and Utah law (the “Environmental Documents”), and any relevant Milestones.

Section 3.2 Design, Development and Cons truction of the Facility . The location, design, configuration and capacities of the Facility shall be consistent with the Requirements, including the characteristics and other requirements for the Facility set forth in Appendix B. Seller shall use commercially reasonable and diligent efforts to site, de velop, finance and construct the Facility. The Facility and the Facility Site shall be owned (or leased pursuant to a Sale Leaseback Financing, the Real Property Agreements, or any other lease arrangement meeting the Site Control requirements and otherwise reason ably acceptable to Buyer) by Se ller during all periods of the Agreement Term from and after the Construction Commencement Milestone. Seller shall develop, finance and construct the Facility at its sole risk and expense and in compliance with the Requirements; provided th at meeting these requirements shall not relieve Seller of its other obligations under this Agreement. Any failure by Seller to insp ect the physical condition of the Facility Site, including any local or other conditions that may be material to Seller’s performance of its obligation under this Agreement, shall not relieve Seller from any responsibility for estimating properly the difficulty and cost of successfully cons tructing, maintaining or operating the Facility in accordance with this Agreement or from pro ceeding to construct, maintain and operate the Facility successfully without any expense to Buyer. Subject to any restrictions set forth in this Agreement, Seller may subcontract its duties or obligations under this Agreement without the prior written consent of Buyer; provided, that no such subcontract shall relieve Seller of any of its duties or obligations hereunder. Subject to Section 6.1(c), but notwithstanding any other provision of this Agreemen t, Seller may in its discretion construct and install the Facility with a capacity in excess of the Contract Capaci ty. Seller shall enter into or cause the EPC Contractor (or its electrical subcontractor) to enter into a project labor agreement for the electrical trades performing construction and installation work on the high-voltage electrical components of the Facility.

Section 3.3 Milestone Schedule; Daily Delay Damages.
(a) Attached as Appendix B is a schedule of the milestones for the development of the Facility through its Commercial Operation Date (each milestone, a “ Milestone”) and the Milestone Dates associated therewith, including the Guaranteed Commercial Operation Date.

Seller shall achieve each Milestone by no later than the Milestone Date specified therefor. Seller anticipates achieving Commerc ial Operation by December 31, 2026, but Seller may achieve Commercial Operation prior to December 31, 2026 (but in any event no earlier than June 30, 2026 without the prior consent of Buyer, such consent to be in the sole discretion of Buyer) so long as Seller provides at least twelve ( 12) months advanced written notic e thereof. From and after the Approvals Date until the date upon which Commercia l Operation has been achieved, Seller shall provide Buyer with monthly repo rts with updates relate d to Facility devel opment and progress, including timing and status for obtaining all requisite Permits set forth in Appendix K and achieving pre-Commercial Operation Date Milestones, as set forth in Appendix B. (b) Beginning upon the earlier of (i) June 30, 2026, or (ii) the date that is six months prior to the date designated by Seller pursuant to Section 3.3(a) for Commercial Operation 172 of 662

34 of the Facility, Seller shall have the right to sell and deliver, and Buyer shall purchase and accept from Seller, Startup and Test Energy at the rate for such Energy set fort h in Appendix A on the terms specified in this clause (b). Seller shall provide Buyer not less than thirty (30) days’ written notice of the date upon which it will commence delivery of Startup and Test Energy (“ Startup Notice”). The Startup Notice shall include a schedul e of Seller’s best projection for delivery of Startup and Test Energy, and shall be subject to Buyer’s approval in all respects, such approval not to be unreasonably withheld. Thereafter, Selle r shall provide an updated schedule of Seller’s best projection for delivery of Startup and Test Energy every thirty (30) days, and shall promptly notify Buyer of any expected change to such projected delivery. For the avoidance of doubt, (i) Buyer shall have the right, but shall have no obligation hereunder, to purchase Startup and Test Energy at any time before June 30, 2026, and (ii) Buyer shall purchase and accept Startup and Test Energy in amounts and at times reasonably necessa ry to allow Seller to achieve the Commercial Operation Date, as applicable, as soon as is r easonably possible following Buyer’s receipt of the Startup Notice, it being acknowledged, however, that the Startup and Test Energy may be curtailed by Buyer to the extent commercially necessary or for any operational reason, in each case, in Buyer’s sole discretion on a non-compensable basis.
(c) If Seller anticipates that it will not achieve a Milestone by the Milestone Date therefor, Seller shall promptly prepare and deliver to Buyer a written action plan detailing how Seller will cure such failure (such plan, a “Remedial Action Plan”). The proposed Remedial Action Plan must in all cases be acceptable to Buyer, such acceptance not to be unreasonably withheld, delayed or conditioned. The Remedial Action Plan shall specify in reasonable detail the anticipated period of delay, Seller’s analysis of the causes of the missed Milestone Date, the actions that Seller plans to take to co rrect such underperformance, and the time needed to complete such corrective actions. Seller shall complete any and all corrective action pursuant to the provisions of the Remedial Action Plan. Seller may (i) su pplement the Remedial Action Plan, as may be reasonably required, or (ii) provide Buyer with written notice of any deviations from the approved Remedial Action Plan; provided that in the case of (i) or (ii), any suppleme nts to, or deviations from, the Remedial Action Plan must be accep table to Buyer, such acceptance not to be unreasonably withheld, delayed or conditioned.
(d) In addition to the preparation of a Remedial Action Plan in accordance with Section 3.3(c), if Seller fails to achieve the Key Milestone by the Milestone Date therefor, Seller shall pay Buyer the Daily Delay Damages for each day between the Milestone Date for the Key Milestone and the date upon which the Key Milestone is achieved (or the Agreement is terminated by Buyer under Section 13.1(i)). Buyer may draw from the Development Security the amount of any such Daily Delay Damages. The Key Milestone shall be extended for a period of time as may reasonably be required to the extent Seller is ac tually delayed as a result of the event of Force Majeure, but in no event to exceed a period of two hundred forty (240) or more consecutive calendar days or an aggregate of three hundred sixty- five (365) consecutive or non-consecutive calendar days from the date of the occurrence of such event of Force Majeure in accordance with Section 14.5(c). If the Force Majeure event exte nds the Guaranteed Commercial Operation Date by two hundred forty (240) or more consecutive calendar days or by an aggregate of three hundred sixty-five (365) consecutive or non-consecutive calendar days, th en Buyer may terminate this Agreement, in its sole discreti on, and Buyer shall return the Development Security to Seller less 173 of 662

35 (i) any amounts that are due and owing to B uyer under this Agreement and (ii) any amounts previously drawn by Buyer in accordance with this Agreement. (e) Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the Commercial Operation Date occu r later than one hundred and eighty (180) days after the Guaranteed Commercial Operation Date (the “Outside COD”), and the failure to achieve the Commercial Operation Date by the Outside C OD shall be an immediate Default by Seller; provided that the Outside Date may be extended as set forth in Section 3.3(d) due to Force Majeure. (f) The Parties agree that the damages that Buyer would incur due to Seller’s failure to timely achieve the Key Milestone w ould be difficult or impo ssible to predict with certainty, and it is impractical or difficult to assess actual damages in those circumstances and, therefore, the Daily Delay Damages are a fair and reasonable calculation of such damages and shall be in lieu of actual damages for Seller’s failure to achieve the Key Milestone by the Milestone Date therefor.
(g) The payment of Daily Delay Damages shall be the exclusive remedy of Buyer associated with Seller’s failure to timely achieve the Key Milestone but shall not limit Buyer’s right to (i) reco ver actual damages pursua nt to Section 3.3(d), (ii) exercise any right or remedy available under this Agreement or at law or in equity for any other breach or default occurring concurrently with, before, or after Seller’s delay in achieving the applicable Milestone by the Milestone Date therefor, (iii) recover any da mages not directly attributable to such delay (not to exceed, prior to the Commercial Operation Date, the amount of the Development Security) or to pursue any indemnity claims in accordance with this Agreement, or (iv) terminate this Agreement pursuant to Section 13.1 (i) for failure to achieve th e Commercial Operation Date by the Guaranteed Commercial Operation Date.

Section 3.4 Certification of the Commercial Operation Date . Seller shall provide Buyer with no fewer than ninety (90) days prior written notice of the anticipated date of the Commercial Operation Date. Seller shall deliver a written completion certification to Buyer in the form of Appendix N with respect to the Commercial Operation Date. Once such certification has been delivered, Buyer shall have up to thirty (30) days from the receipt of such certification to either accept or reject, in wr iting, the certifica tion; provided, Buyer may not unreasonably withhold, delay or condition acceptance of any such certification, and any rejection by Buyer must be reasonable and contain a written description with reasonable detail of Buyer’s reasons therefor.

If Buyer rejects any such certification, Seller shall promptly correct those defects or deficiencies as directed by Buyer and resubm it the certification, and Buyer sh all have up to fifteen (15) additional days from the date of such resubmission to either accept or reject such resubmitted certification. Buyer shall in all cases respond in writing to any such certification within such thirty (30) day or fifteen (15) day period (as applicable) and shall be deemed to have accepted such certification effective on the earlier of Buyer’s ac tual acceptance thereof or the thirty-first (31 st)
day or sixteenth (16th) day (as applicable) following Buyer’s receipt thereof if Buyer fails to respond in writing within such timeframe. The Commercial Operation Date shall occur as of the date upon which the Seller certification is accepte d (or deemed accepted) by Buyer. Any Daily Delay Damages otherwise payable under Section 3.3(d) shall be excused for each day following the date of Seller’s delivery of a certification of such Commercial Operation Date under this 174 of 662

36 Section 3.4 until the date on which Buyer responds to such certification under this Section 3.4, unless Buyer reasonably rejects such certificatio n, in which case Daily Delay Damages shall be due and payable for each day between the Guarant eed Commercial Operation Date and the date until a revised certification of the Commercial Oper ation Date has been delivered by Seller and accepted by Buyer (in which case, such Daily Delay Damages shall only be payable up to the date that such certification was delivered by Seller).

Section 3.5 CEC Certification/NERC Registrations. Promptly, but in no event more than ten (10) days following the Commercial Operation Date, Seller shall file with the CEC all materials and documents required to demonstrate that the Facility is entitled to be CEC Certified.

Seller shall promptly provide Buyer with copies of all s ubmittals to the CEC and other correspondence between Seller and the CEC. Failur e by Seller to comply with the requirements set forth in this Section 3.5 shall constitute an event of default by Seller, subject to the cure periods set forth in Section 13.1(b). During any period when Delivered Energy is provided in which CEC Certification has not been obtained, Buye r may withhold the WREG IS Withhold Amount; provided, however, Buyer shall pay to Seller, fo r each MWh generated by the Facility after the Certification Eligibility Date and for which a WREGIS Certificate was credited to Buyer’s WREGIS account, any WREGIS Withhold Amount previously withheld by Buyer. Seller shall, at its cost, register with NERC for all applicable Function Types in the NERC Compliance Registry in accordance with the currently effective NERC Rules of Procedure, including Seller’s registration as both Generator Owner and Generator Operator.

Section 3.6 Other Information. Seller shall provide to Buyer such other information that is in the possession of Sell er, its Subcontractors (to the exte nt that Seller has the right to disclose such information), or its Affiliates or is reasonably available to Seller regarding the permitting, engineering, construction or operations of Seller, its subcontractors or the Facility, and other data concerning Seller, its subcontractors or the Facility that Buyer may, from time to time, reasonably request in writing; provided that Seller shall have no obligation to disclose confidential information that it does not have any right to disclose.

ARTICLE IV

OPERATION AND MAINTENANCE OF THE FACILITY
Section 4.1 Compliance with Electrical Service Requirements . Seller shall, at its sole expense, operate and maintain the Facility: (i) in accordance with the Requirements and the requirements of applicable manufacturer’s and operator’s specifications and, using commercially reasonable efforts to comply with any publishe d recommendations of the manufacturers and suppliers of the solar panels, and other major components of the Facility; (ii) with due regard for the safety, security and reliability of the interc onnection facilities and the Transmission System, and in accordance with the Buyer’ s system protection design requirements, attached hereto as Appendix P, and (iii) in a manner that is reasonab ly likely to (A) optimize the use of the Facility consistent with the overall requireme nts of this Agreement, and (B) result in a useful life for the 175 of 662

37 entire Facility of not less than thirty-five (35) years, assuming appropriate repairs and replacements from time to time of Facility components.

Section 4.2 General Operational Requirements. In addition to the requirements set forth in Section 4.1 and elsewhere in this Agreement, Seller shall, at all times employ or cause to be employed qualified and trained personnel for managing, operating and maintaining the Facility and for coordinating with Buyer and Buyer’s Authorized Represen tative. Seller shall ensure remote monitoring of the Facility and that necessary personnel sha ll promptly respond to emergency consistent with industry practices duri ng the Delivery Term. The Facility shall be operated during the Delivery Term by a Qualified Operator. For the avoidance of doubt, in no event will the operation of the Facility by a third party, nor shall Buyer’s approval of any third party operator, relieve Seller of any of its obligations hereunder.

Section 4.3 Reactive Power Dispatch . The Facility shall maintain a reactive power dispatch within the power factor range of 0.95 lead/lag at the Point of Delivery, in accordance with Appendix P and the Interconnection Agreements.

Section 4.4 Not Used.

Section 4.5 Operation and Maintenance Plan after Commercial Operation .

Following the Commercial Operation Date, Seller shall:
(a) provide on a monthly basis, inform ation regarding (i) operations and maintenance status of the Faci lity provided to WECC or lenders pursuant to the Financing Agreement and (ii) past genera tion performance that include: a Facility performance summary with month/year to date, Facility performance on MWh, capacity factor, comparison of actual and expected, availability, averag e illumination, operational summa ry including weather for the month, reasons for downtime, scheduled maintenance and repairs, curtailment events, safety, and a summary of any environmental issues or concerns, in the form set forth in Appendix W. (b) provided on a monthly basis the following information in the form set forth in Appendix W: Buyer’s actions to: (i) conduct regular visual equipment inspections and log significant parameters; (ii) identify all preventi ve maintenance requirements for the following calendar year, including the performance of main tenance in accordance with Section 7.4; (iii) schedule and assign routine maintenance duri ng operations, planned outages, as well as maintenance that can be conducted in parallel (but in the event of a forced or unscheduled outage, and as a result of outage and cu rtailment notifications (scheduled and unscheduled); (iv) conduct periodic maintenance to various equipment, and provide a report about any findings to Buyer; (v) conduct periodic Q/A and Q/C activi ties and inspections in accord ance with Appendix J and, to the extent prepared in the ordinary course of business, provide repo rts thereof to Buyer; and (vi) hire Subcontractors, as applicable, to meet the Facility’s maintenance, betterment, and improvement needs.

Section 4.6 Operation and Maintenance Plan after Purchase Option Notice .

Following the provision by Buyer of a Purchase Op tion Tentative Exercise Notice (as defined in the Option Agreement) and until such time as the Closing occurs or Buyer declines to purchase 176 of 662

38 the Facility in accordance with the Option Agreement Seller shall, to the extent prepared in the ordinary course of business:
(a) devise and implement, or cause the Qualified Operator to devise and implement, an operations and maintenance plan, or implement an existing plan that includes the status of the Facility and each of the major components thereof in order to maintain such equipment in accordance with Prudent Utility Practices (the “ Operation and Maintenance Plan ”). Such Operation and Maintenance Plan shall be consistent with the requirements of any Financing Agreement in place as of such date. Seller shal l keep, or cause the Qualified Operator to keep, records with respect to inspections, maintenance, and repairs. The Operations and Maintenance Plan and all records associated therewith shall be available for inspection by Buyer during Seller’s regular business hours upon reasonable notice; provided that Buyer shall at all times comply with Seller’s or the Qualified Operator’s written safety and security requirements when present at the Facility;
(b) provide Buyer, on a monthl y basis, with a detailed description in the form of a written report, regarding th e on-going operations of the Facil ity during such quarter, setting forth the status of the operations of the Facility or any component thereof, including any equipment or other operational or maintenance failures, defects or other issues and any repairs, replacements, or other remediation provided or to be provided therefor in a form which is reasonably acceptable to Buyer; as of January 15 of each calendar year , update the Operation and Maintenance Plan for the subsequent twelve (12) month calendar year period and submit the same to Buyer; (c) perform routine and preventive maintenance actions in accordance with all applicable manufacturers’ instructions, the Quality Assurance Program, Prudent Utility Practice, and the Operation and Maintenance Plan, incl uding to: (i) conduct regular visual equipment inspections and log significant readings; (ii) identify all preventive maintenance requirements for a period of the following two (2) calendar years, including the performance of maintenance in accordance with Section 7.4; (iii) schedule and assign routine maintenance during operations, planned outages, and maintenan ce that can be conducted in para llel (but not ex tend required actions) in the event of a forced or unscheduled outage, and outag e and curtailment notifications (scheduled and unscheduled); (iv) conduct peri odic maintenance to various equipment, and provide a report about any findings to Buyer; (v) conduct periodic Q/A and Q/C activities and inspections in accordance with Appendix J and provi de reports thereof to Buyer; and (vi) hire Subcontractors, as applicable, to meet the F acility’s plant’s maintenance, betterment, and improvement needs.

Section 4.7 Reporting and Information after Purchase Option Notice . Following the provision by Buyer of a Purchase Option Tent ative Exercise Notice (as defined in the Option Agreement) and until such time as the Closing occu rs or Buyer declines to purchase the Facility in accordance with the Option Agreement, Seller shall:
(a) to the extent prepared in the ordinary course of business, provide Buyer with a draft budget for the Facility (the “Budget”) for the twelve (12) month period beginning on July 1 of the applicable calendar year, which Buyer sh all have the right to review and to provide comments for consideration by Seller;
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39 (b) provide the report information listed in Appendix W-1.

Section 4.8 Compliance with New Resource Implementation. Seller shall, at its sole cost and expense (a) design and thereafter at all times maintain the Facility in compliance with the New Resource Implementation requirements (or the equivalent), and (b) include in the design, construction and operation of the Facility any equipment or software that may be required to enable the Facility to participate in the EIM (or its eq uivalent) and EDAM. Buyer shall register the Facility into the EIM and EDAM and Seller shall coopera te with Buyer in c onnection with such registration, including promptly providing necessary information, data and documentation for the registration
.

ARTICLE V

COMPLIANCE DURING CONSTRUCTION AND OPERATION PERIOD
Section 5.1 In General.
(a) The Facility . Seller shall perform, or cause to be performed, all engineering, design and construction in a go od and workmanlike manner and in material compliance with the Requirements. Seller warrants that, as of the Commercial Operation Date:
(i) the Facility shall be free from material de fects caused by errors or omissions in design, engineering, and construction, and (ii) the Facility will comply in all material respects with the Requirements. Seller also warrants that th roughout the Agreement Te rm it will monitor the operation and maintenance of the Facility and that said operation and maintenance is, and will be, in material compliance with the Requirements, Seller’s Quality Assurance Program, and any other provisions of this Agreement. Without limitin g the foregoing, Seller shall promptly repair or replace, consistent with Prudent Utility Practice, any component of the Facility that may be damaged or destroyed or otherwise not operati ng properly. Seller shall, subject to Seller’s reasonable judgment and consistent with Prude nt Utility Practices, exercise commercially reasonable efforts to undertake all published, recommended, or required updates or modifications from manufacturers or suppliers to the Facility, its equipment and materials, including to procedures, programming and software in a timely ma nner. Seller shall, at its expense, maintain throughout the Agreement Term an inventory of spar e parts for the Facility in a quantity that is consistent with applicable manufacturers’ recommendations and Prudent Utility Practice. (b) Startup and Testing . Prior to the Commercial Operation Date, and as a condition precedent to the achievement of the Co mmercial Operation Date, Buyer shall have the right to (and Seller’s engineering, procurement and construction subcontracts shall provide for Buyer’s right to) during normal working hours a nd subject to Seller’s or its subcontractors’ reasonable requirements and procedures in respect of confidentiality (subject to the provisions set forth in Section 14.19) and safety):
(i) review and monitor the subc ontractors’ performance and achievement; and
(ii) be present to witness such initia l performance and acceptance tests and review the results thereof; and
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40 (iii) upon notice to Seller, perform su ch detailed examinations, inspections, quality surveillance and tests as, in the judgment of Buyer, are appropriate and advisable to determine that the Facility equipm ent and all ancillary components of the Facility have been installed in accordance with this Agreement and the Facility construction contracts, all applicable standards, Prudent Utility Practices, applicable Re quirements of Law, the Quality Assurance Program and the Milest ones, provided that such exam inations, inspec tions, quality surveillance and tests shall not interfere with th e operations of the Facility or Seller’s or its subcontractors’ work and Buyer shall comply with Seller’s applicable access and safety requirements.
(c) Access and Cooperation . Seller shall, and shall cause each of its subcontractors to:
(i) permit Buyer and its Authorized Representatives, advisors, engineers and consultants to observe, inspect and monitor, upon reasonable notice to Seller during normal working hours and subject to Seller’s or its subcontractors’ reasonable requirements and procedures in respect of confid entiality (subject to th e provisions set forth in Section 14.19) and safety, all operations and activities, including the performance of the contractor(s) under the construction contract(s) pertaining to the Faci lity, the design, engineering, procurement and installation of the equipment, start up and test ing, and Commercial Operation and to make notes about and copy (and make such copies and notes available to Buyer) all documents, drawings, plans, specifications, permits, test results and information as Buyer may reasonably request; (ii) make the personnel of, and consultants to, th e subcontractors and Seller available to Buyer, Buyer’s Agent, and Buyer’s agents, Authorized Representatives and consultants at reasonable times and with prior notice for purposes of discussing any aspect of the Facility or the development, engineering, construction, installation, testing or performance thereof; (iii) otherwise cooperate in all reasonab le respects with Buyer, Buyer’s Agent, and Buyer’s Authorized Representative, a dvisors, engineers and consultants in order to allow Buyer to exercise its rights under this Section 5.1; and (iv) from and after the Commercial Operation Date, except in the event of a System Emergency, accommodate Buyer’s requests to visit the Facility during Seller’s regular business hours upon reasonable notice.
(d) Equipment Suppliers. Seller shall only engage with Tier One solar panel manufacturers for the solar panels to be incorporated into the Facility. A “Tier One” solar panel manufacturer means First Solar or a manufacture r whose photovoltaic-powered solar panels are (a) financeable by a Qualified Issuer, or (b) if not a Qualified Issuer, financeable by a Person with a net worth of at least Five Hundred Million Dollars ($500,000,000). Seller shall use reasonable efforts to ensure that any equipment and supply contracts for the solar panels, inverters and any other major equipment for the Faci lity shall be fully assignable to, and be enforceable by, Buyer (including all warranties associated therewith) following Buyer’s exercise of the Project Purchase Option. Buyer shall have the right to review al l applicable equipment supply contracts (which may be redacted to the extent that they contain confidential pr icing information, proprietary or other commercially sensitive information (excluding any excerpts related to warranty information, 179 of 662

41 term, termination and assignability)) for the Facility to ensure that Seller has complied with the provisions of this Section 5.1(d).

Section 5.2 Effect of Review by Buyer . Any review by Buyer of the design, construction, engineering, operation or maintenance of the Facility, and witness of testing hereunder, is solely for the info rmation of Buyer. Buyer shall have no obligation to share the results of any such review or observation with Seller, nor shall any such review or observation, or the results thereof (whether or not the results ar e shared with Seller), nor any failure to conduct any such review relieve Seller from any of its obligations under this Agreement. By making any such review, Buyer makes no representation as to the economic and technical feasibility, operational capability or reliability of the Facilit y. Seller shall in no way represent to any third party that any such review by Buyer of the Facility, includi ng any review of the design, construction, operation or maintena nce of the Facility or observati on of testing by Buyer, is a representation by Buyer as to th e economic and technical feasib ility, operational capability or reliability of the Facility. Seller is solely res ponsible for the economic and technical feasibility, operational capability and reliability thereof.

Section 5.3 Compliance With Standards; PMU Requirements. (a) Seller shall cause the Facility and all parts thereof to be designed, constructed, tested, operated and maintained to meet all of the requirements of this Agreement, all applicable requirements of the latest revision of the ASTM, ASME, AWS, EPA, IEEE, IEC, ISA, National Electrical Code, National Electric Safety Code, OSHA, Uniform Building Code, Uniform Plumbing Code, Underwriters Laboratory Standa rds, and National Fire Protection Agency, as applicable, as well as the appli cable local County Fire Department Standards of the applicable county, NERC Reliability Standards, and othe r codes and standards and operations and maintenance requirements applicable to the services, equipment, and work as generally shown in this Agreement, as well as all applicable Requirements of Law not specifically mentioned in this Section 5.3; provided, that for the avoidance of doubt, Seller sh all use commercia lly reasonable efforts, but shall not be obligated, to comp ly with any non-mandatory recommendations, or voluntary best practices, in any of the foregoing so long as Seller follows Prudent Utility Practices and all applicable Requirements of Law. Seller shall comply with all re porting requirements for the Facility required u nder applicable Requirements of La w, such as Energy Information Assessments (including providing such information to Buyer as required thereunder). (b) Throughout the Delivery Term, the Pa rties shall comply with the PMU requirements as set forth in Appendix S.
(c) Throughout the Delivery Term, all of Seller’s personnel and systems shall adhere to any physical and cyber-related security policies, standards, requirements and procedures applicable to the Facility under fe deral, state, or local laws, regulations or industry practices, including requirements that may be imposed by FERC, NERC, WECC, the Department of Energy, the EPA, or the Department of Homeland Security, as well as any applicable cyber-related security policies and procedures of Buyer’s Agent to whic h parties engaged in energy sales transactions with Buyer’s Agent are customarily subject and any applicable cy ber-related security policy and 180 of 662

42 procedures of the Participating Members, in cluding NERC Critical In frastructure Protection compliance requirements (collectively, “Security Requirements”).

Section 5.4 Quality Assurance Program . As a condition of, and no later than the occurrence of, the Commercial Operation Date, Se ller shall maintain and comply with a written quality assurance policy (“ Quality Assurance Program ” or “Q/A Program”) attached hereto as Appendix J, and Seller shall cause all work performed on or in c onnection with the Facility to materially comply with said Quality Assurance Program.

Section 5.5 Preservation of the Facility . Except as expressly permitted by this Agreement, Seller shall not sell or otherwise dispose of, or create, incur, assume, or permit to exist any Lien (other than the Permitted Encumbranc es) on, any portion of the Facility or any other property or assets which are ne cessary for the operation, maintena nce, and use of the Facility, without the prior written approval of Buyer.

Section 5.6 Security Provided by Seller.
(a) Seller shall, by no later than ten (10) Business Days following the Approvals Date, deliver to Buyer an Acceptable Form of Pe rformance Assurance in the amount of Thirty Million Dollars ($30,000,000) which Acceptable Form of Performance Assurance shall guarantee Seller’s obligations under this Agreement or the Option Agreement prior to the achievement of the Commercial Operation Date (the “Development Security”). Seller shall maintain the Development Security until Seller posts the Performance Security pursuant to Section 5.6(b), or until Buyer is required to return the Development Security under Section 5.6(c) below. (b) As a condition to the achievement of the Commercial Operation Date, Seller shall furnish to Buyer an Acceptable Form of Performance Assurance in the amount of Forty-Five Million Dollars ($45,000,000), which Acceptable Form of Performance Assurance shall guarantee Seller’s obligations under this Agreement or the Option Agreement from and after the Commercial Operation Date (the “ Performance Security ”). Seller may elect to apply the Development Security toward the Performance Security. Seller shall maintain such Performance Security until Buyer is required to return the Performance Security to Seller as set forth in Section 5.6(e) below. (c) If (i) upon the Commercial Operation Da te, no damages or other amounts are due and owing to Buyer under this Agreem ent and Seller does not elect to apply the Development Security toward the Performance Security, or (ii) this Agreement terminates prior to the occurrence of the Commercial Operation Date while the Development Security is outstanding and no damages or other amounts are due and owing to Buyer under this Agreement, then Buyer shall return to Seller the remaining amount of the Development Security (or any portions thereof if damages or other amounts are due and owing to Buyer under this Agreement or the Option Agreement), less any amounts previously drawn by Buyer in accordance w ith this Agreement, promptly following Seller’s provision of the Performance Security or the effective date of such early termination.
(d) Buyer may draw on the Development Security or the Performance Security, as applicable, (i) at any time following the accrual of Daily Delay Damages, Shortfall Liquidated Damages or any other liquidated damages provid ed for hereunder in the amount of such Daily 181 of 662

43 Delay Damages, Shortfall Liquidated Damages, or other liquidated damages, as applicable, (ii) upon Seller’s failure to make a Termination Payment to Buyer in accordance with Section 13.3, in the amount of the unpaid Termination Payment, or (iii) upon Seller’s failure to make any other payment due to Buyer hereunder or under the Op tion Agreement in the amount of the unpaid payment; provided, that, in the case of a draw made under clause (iii), any such amount shall have been invoiced to Seller, shall be past due, and shall not be the subject of a good faith dispute between the Parties in accordance with Section 11.3. Subject to the foregoing, Buyer may draw all or any part of such amounts due to Buyer from any form of secur ity provided under this Section 5.8, and in any sequence Buyer may elect, in its sole discretion. Any failure of, or delay by, Buyer in electing to draw any amount from the Performance Security shall in no way prejudice Buyer’s rights to subsequently recover such amounts from the Performance Security or in any other manner. Promptly, and in no event more than five (5) Business Days following any draw by Buyer on the Performance Security, Seller shal l replenish the amount dr awn on the Performance Security such that the amount of the Performance Security is restored to the full amount set forth in Section 5.6(b). Seller shall not be required to replenish the Development Security if drawn upon by Buyer.
(e) Buyer shall return the unused portion of Performance Secu rity, if any, to Seller promptly upon the later of : (i) the expiration or termin ation of the Agreement Term, including the exercise by Buyer of the Project Pu rchase Option, Right of Fi rst Offer or Right of First Refusal, and (ii) all of the obligations of Seller arising under this Agreement and the Option Agreement being paid (whether di rectly or indirectly such as through set-off or netting) or performed in full.
(f) Seller shall provide, or cause to be provided, a replacement Acceptable Form of Performance Assurance in the required amount set forth in this Section 5.6 within the earlier of three (3) Business Days and five (5) calendar days after the occurrence of (A) with respect to a letter of credit, Buyer notifies Seller that it reasonably believes that the Qualified Issuer of such letter of credit, in accordance with the bail-in write down provisions under Directive 2014/59/EU of the European Parliament and of th e Council of 15 May 2014, may be or become unable to perform its obligations under such letter of credit, (B) a Downgrade Event (provided that Seller shall have thirty (30) days if the Downgr ade Event is pursuant to clause (iii) of that definition), (C) with respect to a letter of credit, the date that Seller becomes aware of, or Buyer notifies Seller of, the occurrence of either of the following events: (x) the failure of the issuer of such letter of credit to renew such letter of credit twenty (20) Business Days prior to the expiration of such letter of credit, or (y) the failure of the issuer of such letter of credit to honor Buyer’s properly documented request to draw on such lette r of credit in accordance with its terms, or (D) the issuer of the letter of credit becomes Bankrupt. (g) In the event that a replacement Acceptable Form of Performance Assurance in the required amount is not delivered in accord ance with Section 5.6(f), Buyer shall have the right to draw immediately upon the entire amount of the existing Development Security or Performance Security, as applicable, and to re tain such amount as Development Security or Performance Security, as applicable, in order to secure Seller’s obligations under this Agreement, at Seller’s cost and expense, in an account controlled by Buyer until Seller provides replacement Acceptable Form of Performance Assurance.
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44 (h) Seller shall, from time to time as requested by Buyer, execute, acknowledge, record, register, deliver and file all such notices , statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all applicable Requirements of Law the Development Security or the Performance Security and the rights of Buyer with respect to such Development Security or Performance Security. (i) Notwithstanding the other provisions of this Agreement, each of the Development Security and the Performance Security constitute security for, but are not a limitation of, Seller’s obligations under this Agreement.
(j) Seller may elect, in its sole discreti on from time to time, to replace any outstanding Development Security or Performance Security, as applicable, with a replacement Acceptable Form of Performance Assurance in th e required amount set forth in this Section 5.6 and Buyer shall reasonably cooperate with Seller to cause the outstanding Development Security or Performance Security, as applicable, to be returned promptly following the receipt and confirmation of such replacement Acceptable Form of Performance Assurance.

Section 5.7 Decommissioning and Other Costs . Unless Buyer elects to exercise the Project Purchase Option, the Right of First Offer or the Right of First Refusal, Buyer shall not be responsible for any costs or expenses in conn ection with the decommis sioning or demolition of the Facility, or (subject to the allocation of liabilities as set forth in the Option Agreement, or the purchase agreement for the Right of First Offer or Right of First Refusal) any environmental or other liability associated with the decommissioning or demolition without regard to the timing or cause of the decommissioning or demolition.

Section 5.8 Quarterly Certification . On a quarterly basi s from and after the Commercial Operation Date, Seller shall, within fourteen (14) days foll owing the end of each calendar quarter, provide Buye r with a quarterly certification signed by an authorized representative of Seller (a) certifying that there exists no Default or any event that, after notice or with the passage of time or both, would constitute a Default, or that a Default exists or may exist after notice or with the passage of time or bo th; (b) certifying that the representations and warranties set forth in this Agreement remain true and correct as of the date of such certification; and (c) attesting to the Facility Debt after the Commercial Operation Date as being equal to seventy percent (70%) of the Facility Cost; provided, that if the proceeds of the sale of PTCs are being financed by the Facility Lenders, during such PTC financing pe riod, ninety percent (90%) of the Facility Cost, in each case, as of such date, wh ich certificate shall be accompanied by supporting documentation in reasonable detail, including Sell er’s most recent annual and quarterly financial statements and a statement of the Facility’s then -current Facility Debt and Facility Cost. If a Default or any event that, after notice or with th e passage of time or both, would constitute a Default, exists as of such date, Seller shall list, in detail, the nature of the event, the period during which it has existed and the actions that Seller has taken, or proposes to take with respect to such event.

Section 5.9 Taxes. Seller shall pay or cause to be paid all Taxes on or with respect to the Energy, Capacity Rights and any Environmental Attributes or any othe r transactions arising before or at the Point of Delivery. Buyer shall pay or cause to be paid all Taxes on or with respect 183 of 662

45 to the Energy and any Environmental Attributes or any other transactions from (but excluding) the Point of Delivery. If Seller is required by a Requi rement of Law to remit or pay Taxes that are Buyer’s responsibility hereunder, Buyer shall promptly reimburse Seller for such Taxes. If Buyer is required by Requirement of Law to remit or pay Taxes that are Seller’s responsibility hereunder, Buyer may deduct such amounts from payments to Seller hereunder. If Buyer elects not to deduct such amounts from Seller’s paym ents, Seller shall pr omptly reimburse Buyer for such amounts upon request. Nothing shall obligate or cause a part y to pay or be liable to pay any Taxes for which it is exempt under law. A Party that is exempt at any time and for any reason from one or more Taxes shall bear the risk that such exemption shall be lost or the benefit of such execution is reduced.

Section 5.10 Environmental Credits. If at any time Seller becomes obligated to obtain pollution or environmental credits or offsets in or der to own, operate or maintain the Facility in compliance with the applicable Requirements of La w, Seller shall obtain such credits or offsets (a) which credits or offsets shall be in Seller’s own name, and (b) obtained at Seller’s sole cost and expense. In no event shall Seller use any Envi ronmental Attributes to satisfy the foregoing obligation.

ARTICLE VI

PURCHASE AND SALE OF POWER
Section 6.1 Purchases by Buyer . Seller shall deliver to Buyer, and Buyer, or its designee, shall receive from Seller under this Ag reement, the Delivered Energy at the Point of Delivery.
(a) Following the Commercial Operation Date, Seller shall make available, schedule and deliver, and Buyer shall accept and purchase, the Delivered Energy for each Contract Year during the Delivery Term at the rate set forth in Appendix A. (b) For Excess Energy, Buyer shall pay Se ller the Excess Energy Price in accordance with Appendix A.
(c) Notwithstanding any other provision hereof, in no event shall Seller deliver at the Point of Delivery a quantity of Delivered Energy (in MWhs ac) in any hour that exceeds (i) the Contract Capacity (expressed in MWs ac) multiplied by (ii) one hour.

Section 6.2 Point of Delivery . Seller shall deliver all Delivered Energy (and Replacement Energy, if any) to Buyer at the Point of Delivery (or, with respect to Replacement Energy, such other location as reasonably requested by Buyer or otherwise mutually agreed upon in writing by the Parties), and Buyer, or its desi gnee, shall receive all such Delivered Energy and Replacement Energy from Seller at the Point of Delivery (or, with respect to Replacement Energy only, such other location as reasonably requested by Buyer or otherwise mutually agreed upon in writing by the Parties), each as measured in accordance with Section 11.6(a).

Section 6.3 Seller’s Failure. Except as provided in Article IX, in no event shall Seller have the right to procure energy from sources other than the Facility for sale and delivery pursuant to this Agreement. During the Delivery Term and subject to the terms and conditions of this 184 of 662

46 Agreement, all of the Facility Energy shall be dedicated to Buyer; provided that Seller may sell to any third-party purchaser (a) Facility Energy so ld as provided under Section 7.5(e), (b) Facility Energy that is curtailed due to a Force Majeure event that prevents Buyer from receiving such Delivered Energy at the Point of Delivery or (c ) Delivered Energy that is not accepted by Buyer at the Point of Delivery. Unless excused as set fo rth herein, if Se ller sells to a third party all or any part of the Delivered Energy, Environmental A ttributes or Capacity Rights required to be delivered by Seller under this Article VI, Article VIII or Article X, then Seller shall pay Buyer, on the date payment would otherwise be due to Se ller, an amount for each MWh of such energy delivered to a third-party equal to the positive difference, if any, obtaine d by subtracting (i) the price per MWh that would have been payable by Buyer for the Delivered Energy, from (ii) the greater of (A) the value actually received by Seller for the Energy and associated Environmental Attributes in connection with the third-party transaction, or (B) the price actually paid by Buyer to obtain Replacement Energy the “ Third Party Sale Replacement Price ”). Buyer shall provide Seller prompt written notice of the Third Party Sa le Replacement Price, together with back-up documentation.

Section 6.4 Buyer’s Failure. Unless excused by Seller’s failure to perform or Force Majeure, and except during a System Emergenc y or any period during any curtailment under Section 7.5, if Buyer fails to receive at the Point of Delivery all or any part of the Delivered Energy or Replacement Energy required to be received by Buyer under this Article VI or Article IX, Buyer shall, on the date payment would otherwise be due to Seller, pay Seller Cover Damages, and such Cover Damages shall be Seller’s sole and excl usive remedy; provided, that Seller shall use commercially reasonable efforts to resell any such Delivered Energy that Buyer failed to receive, it being agreed that there may be no commercially reasonably manner in wh ich Seller can effect any such sales, and provided that Seller shall not be required to sell Facility Energy to third parties to the extent such sale would require Seller to incur costs of Transmission Services beyond the Point of Delivery to effectuate such sales in exce ss of the revenue to be re ceived for such sales.

Upon Buyer’s request, Seller shall provide docu mentation evidencing Seller’s commercially reasonable efforts to resell Delivered Energy in accordance with the preceding sentence, including the financial terms of any such sa le or contemplated sale and the costs of Transmission Services related thereto. “Cover Damages” means the positive difference, if any, obtained by subtracting (i) the amount received by Seller, acting in a commercially reasonable manner, for the resale of any Facility Energy less the costs of Transmission Services beyond the Point of Delivery incurred by Seller to effect such sales (or, absent any such sales desp ite using commercially reasonable efforts to procure such sales, zero dollars ($0)), from (ii) the amount that would have been payable by Buyer for such Facility Energy not received by Buyer; provided that Cover Damages per MWh shall not exceed the Full Contract Price per MW h specified on Appendix A and in no event will Seller be required to make a payment to Buyer in respect of Cover Damages. Seller shall provide Buyer with prompt written notice of the Cover Damages together with back-up documentation.

Section 6.5 Guaranteed Delivered Energy . Seller shall deliver the Guaranteed Delivered Energy to Buyer at the Point of Delivery measured and calculated in accordance with Section 11.6(a), provided that the amount of Guaranteed Delivered Energy shall be reduced by the amount of Facility Energy reasonably determined by the Parties that Seller is unable to generate, Schedule, or deliver to the Point of Delivery due to (i) a System Emergency, (ii) an event of Force Majeure, (iii) Buyer’s failure to Schedule the Delivered Energy from the Point of Delivery, 185 of 662

47 (iv) periods during which generation or transmission is curtailed or interrupted for whatever reason on Buyer’s side of the Point of Delivery, including System Emergencies, events of Force Majeure, reliability, congestion or over-generation or (v) Buyer’s request, in Buyer’s sole discretion, to curtail the Facility Energy for any economic reason; provided, further, that such reductions shall be calculated by the Parties reasonably estimating the amount of Facility Energy that would have been delivered to Buyer at the Point of Delivery had any of the circumstances described in (i)-(v) not occurred.

ARTICLE VII
TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS
Section 7.1 In General.
(a) Seller shall use all reasonable efforts consistent with Prudent Utility Practices to maximize the output of the Facility. Seller shall ar range, and shall bear all risks associated with, delivery of al l Delivered Energy to the Point of Delivery, including that Seller shall arrange and pay for the inte rconnection of the Facility to the grid and any Transmission Services required to deliver Delivered Energy to the Point of Delivery, including interconnection costs, charges related to control area services, inadvertent energy flows, transmission losses, and the transmission of Delivered Energy up to the Po int of Delivery. In the event Seller procures transmission to sell Energy to a third party, Seller shall be res ponsible for any costs or charges associated therewith.
(b) Buyer shall be obligated to pay for all Delivered Energy as invoiced under Section 11.1(e), and Buyer shall arrange for, and shall bear all risks asso ciated with, acceptance and transmission of Delivered Energy from the Point of Deliver y, including that Buyer shall arrange and be responsible for Transmission Se rvices from the Point of Delivery, and shall Schedule or arrange for Scheduling and transmission services with its Transmission Providers.

Section 7.2 Forecasting and Scheduling of Energy.
(a) The Parties agree to the following sche duling procedures: (i) Seller shall notify Buyer and Buyer’s Agent on a forward (monthly, weekly and day-ahead) basis, as provided in this Section 7.2 and, as needed, in real time, of any reduction in availability of the Facility that is ten percent (10%) or more of Contract Capacity ; (ii) Seller shall make available, to Buyer and Buyer’s Agent, an application programming in terface through which Buyer and Buyer’s Agent can access the forecasted output for the Facility in increments not to exceed one (1) minute averages via an application programming interface, subject to reasonable approval by Buyer; (iii) Seller shall make available to Buyer and Buyer’s Agent real-time data that shall be automatically telemetered to Buyer’s or Buyer’s Agent’s supervisory control and data acquisition (“SCADA”) system in accordance with Section 7.3(a) ; and (iv) Buyer, Buyer’s Agent, each Participating Member and the Transmission Provi der shall have the right, in accordance with Section 7.5, to contact Seller and re quire that the Facility be curtai led or to directly curtail the Facility (collectively, the “Scheduling Procedures”), which may be modified, from time to time, by written agreement of the Authorized Representatives of both Parties, including with respect to Buyer, Buyer’s Agent, in order to comply with all applicable requirements, including those of the Transmission Provider, WECC or any “Balancing Authority” (as defined by NERC) involved in 186 of 662

48 the Scheduling of Energy under this Agreement. The Authorized Representatives shall promptly cooperate with respect to any reasonably necess ary and appropriate modi fications to Scheduling Procedures.
(b) Seller or Seller’s Author ized Representative sha ll be responsible for providing a forecast of deliveries of Delivered Energy during the Delivery Term consistent with the Scheduling Procedures, as may be updated fro m time to time in accordance with this Section 7.2(b). All generation Scheduling and Transmission Services shall be performed in accordance with the applicable NERC and WECC operating policies, criteria, and any other applicable guidelines, including any applicable NE RC Reliability Standards. Seller shall fulfill any contractual, metering and in terconnection requirements so as to be able to deliver Delivered Energy to the Point of Delivery.
(c) No later than forty-five (45) days before the beginning of each Contract Year, Seller or Seller’s Authorized Representa tive shall provide, or cause to be provided, a non-binding forecast of each month’s average-day deliveries of Delivered Energy, by hour, for the following eighteen (18) months.
(d) Ten (10) Business Days before the beginning of each month, Seller or Seller’s Authorized Representative shall provide, or cause to be provided, a non-binding forecast of each day’s average-day deliveries of Delivered Energy, by hour, for the following month. (e) By 4:30 AM Pacific Prevailing Time (“PPT”) on the WECC pre-scheduling day immediately preceding the date of delivery of Delivered Energy during the Agreement Term, Seller or Seller’s Authorized Representative shal l provide, or cause the Facility’s scheduling coordinator to provide, Buyer or Buyer’s Agen t with a copy of a non-binding hourly (or as then-appropriate) forecast of deliveries of Delivered Energy for each hour of the next date of delivery of such Delivered Energy (the “Day-Ahead Schedule”). The Day-Ahead Schedule shall include all forecasted Delivered Energy. If the WECC pre-scheduling day pertains to multiple dates of delivery, then this requirement shall apply to each of those dates. (f) During the Delivery Term, if Seller, Seller’s Authorized Representative, or the Facility’s scheduling coordinator becomes aware of changes to its Day-Ahead Schedule due to current conditions (other than commercial considerations), including unscheduled outages, weather or environmental conditions, a Forced Outage or a scheduling change imposed by Buyer or a Transmission Provider that results in a change to the Facility’s deliveries (whether in part or in whole), Seller or Seller’s Authorized Represen tative, as applicable, shall cause the Facility’s scheduling coordinator to: (i) pr omptly notify Buyer of any and all changes to the Day-Ahead Schedule via telephone of any reduction in availability of the Facility that is ten percent (10%) or more of Contract Capacity, and (ii) provide a re vised schedule as soon as possible in electronic format, via an internet website accessible to B uyer, Buyer’s Authorized Representative, Buyer’s Agent, Buyer’s real time operators, and any other designated Scheduling representative of Buyer, or via email in the form of an excel spreadsheet (or any combination thereof). (g) Seller shall provide to Buyer, or B uyer’s Agent, or cause to be provided, such additional forecasts or other information as may be reasonably requested by Buyer or Buyer’s Agent.
187 of 662

49 Section 7.3 Real-Time Data Requirements.
(a) No later than the first date on which Startup and Test Energy is received by Buyer from the Facility, Seller shall have installed (or caused to have installed) and shall provide primary and backup items for each component of the SCADA related equipment listed below (items (i) through (v) below, collectively, “ Seller’s SCADA Integrated Components ”). Seller shall coordinate the installation and maintenance of such Seller’s SCADA Integrated Components under the Interconnection Agreements. Seller shall install, or have installed, all of the following Seller’s SCADA Integrated Components in a secure NERC interconnection facility (as applicable):
(i) the Project Meter;
(ii) Plant DCS Controller for the Facility;
(iii) RTU, if separate from DCS Controller;
(iv) Internal networking to accommoda te transfer to Buyer’s RTU designated in (d) below; and
(v) Telecommunications equipment and lines from the F acility to the Point of Delivery.
(b) Throughout the Delivery Term, Seller shall provide B uyer with the following data on a real-time basis:
(i) Read-only access to Energy info rmation collected by the SCADA system for the Facility, including with respect to the following:
(A) Read-only access to all primar y and secondary Electric Metering Devices installed, owned and opera ted by Seller at the Facility (the “ Seller’s Check Meters”);
(B) Read-only access to meteorological and pyranometer
measurements, the parameters of which are provided in Appendix G; and (C) MW capacity of the Facility based upon inverter and panel availability, and any other Facility availability information. (c) If a Participating Member is unable to access its SCADA system (i) due to a failure of Seller’s or its Subc ontractors’ equipment or systems, or operation or maintenance thereof (each such inability, a “ Seller Caused Access Failure”) or (ii) for reasons other than a failure of such Participating Member’s equipment or systems, or operation or maintenance thereof, including a Seller Caused Access Failure (each such inability, an “Access Failure”), in each case, for a continuous 15-minute period, Buyer shall provide prompt written notice to Seller, and upon written request from Buyer:
(i) Seller shall provide to Buyer energy output information on a continuous basis and pyranometer and meteorological measurements , each in four (4)-second 188 of 662

50 intervals in the form of a one (1)-hour flat file to Buyer through a secure file transport protocol system with an e-mail back-up for each flat file submittal. Seller shall store such information for up to three (3) months after delivery thereof to Buyer; (ii) Following receipt by Seller of noti ce of a Seller Caused Access Failure under Section 7.3(c), Seller shall pay Buyer $1,000 per day as liquidated damages, and not as a penalty, for each day following the first twenty-four (24) hours after receipt of written notice from Buyer of such Seller Caused Access Failure (which notice may be provided via email) until the Seller Caused Access Failure is resolved; and
(iii) Within 48 hours following receipt by Seller of notice of an Access Failure under Section 7.3(c), Seller shall undertake, and coordinate with Buyer, to re-establish real-time data access to the Facility’s SCADA system.

The Parties acknowledge and agree that the damages that Buyer would incur due to the failure to timely resolve a Seller Caused Access Failure, as described in clause (ii) above, would be difficult or impossible to predict with certainty, and it is impractical and difficult to assess actual damages in those circumstances and, therefore, the payment of the liquidated damages described in clause (ii) is a fair and reas onable remedy for such da mages. The provision of such liquidated damages shall be in lieu of actual da mages for the occurrence of any Seller Caused Access Failure hereunder, but shall not limit Buyer’s rights to (i) exercise any right or remedy available under this Agreement or at law or in equity for any othe r breach or default occurring concurrently with, before, or after any such Seller Caused Access Fa ilure, or (ii) recover an y damages not directly attributable to any such Seller Caused Access Failure.
(d) All data points shall be provided through the Facility’s DCS that is capable of interfacing with both a primary RTU for the LADWP automatic generation control and a secondary RTU for LADWP’s back-up automatic ge neration control. Main automatic general control and back-up automatic generation control shall be connected to independent transports to prevent single point of failure . Communication protocols shall be Distributed Network Protocol (“DNP”) 3.0. The automatic generation control RTU shall have interface capability for a Participating Member’s historian (e.g., PI historian). Se ller shall compile a nd deliver to Buyer a monthly report in the form of Appendix W, confirming the information reported in real-time under Section 7.3(b)(i).
(e) Seller shall provide data required under this Section 7.3 in accordance with the following protocols: (i) DNP 3.0 TCP/IP for primary and secondary communications between the Facility and Buyer, (ii) DNP 3.0 Serial fo r backup communication between the Facility and Buyer, (iii) DNP 3.0 for communication between the Facility’s DCS and intelligent electronic devices (e.g. SEL relays, SEL meters, and Areva relays), and (iv) any specific OSI used by Buyer or Buyer’s Agent to execute DNP 3.0 configurations.
(f) A draft SCADA points list shall be provi ded to Buyer’s Agent for review and SCADA data maps of any equipment polled by the Facility plant controller, and the Facility’s distributed control system shall be provided to Buyer no later than one hundred twenty (120) days following the Construction Commencement Milestone. The Facility plant controller and 189 of 662

51 distributed controlled system shall have auto matic and remote shutdow n via SCADA in case of catastrophic system failure.

Section 7.4 Maintenance and Scheduled Outages.
(a) Seller will cooperate in good faith to amend this Section 7.4 per Buyer’s maintenance scheduling requests consistent with Prudent Utility Practices. (b) Buyer and Seller shall c ooperate to minimize Sche duled Outages of the Facility during certain periods of each Contract Year (not to exceed twelve (12) weeks per Contract Year), but in accordance with Prudent Util ity Practices (such pe riods of time, the “ Major Maintenance Blockout”). No later than one hundred twenty (120) days prior to the scheduled Commercial Operation Date and the commencement of each Contract Year thereafter, Buyer shall provide Seller with its specified Major Maintena nce Blockout. In the absence of such updated notification, the most recent previous Major Maintenance Blockout notification shall apply. Seller shall minimize its Scheduled Outages during the Major Maintenance Blockout in a manner that is agreeable to both Parties and is consistent with Prudent Utility Practices. (c) No later than sixty (60) days prior to the scheduled Commercial Operation Date and the commencement of each Contract Year thereafter , Seller shall provide Buyer or Buyer’s Agent with its non-binding written projection of all Scheduled Outages for the succeeding three (3) calendar years (the “Scheduled Outage Projection”) reflecting a minimized schedule of scheduled maintenance during the Major Main tenance Blockout, which Scheduled Outage Projection shall at a minimum include all Scheduled Outages relating to (i) any Scheduled Outage related to compliance with any NERC Reliability Standards that pertain to Scheduled Outages for bulk electric system elements applicable to th e Facility, or any portion thereof, and (ii) any Scheduled Outage in excess of 20 MW of Contract Capacity durin g daylight hours. In addition, the Scheduled Outage Projection shall include information concer ning all projected Scheduled Outages during such period, including (i) the anti cipated start and end da tes of each Scheduled Outage; (ii) a description of the maintenance or repair work to be performed during the Scheduled Outage; and (iii) the anticipated MW capacity of the Facility, if any, during the Scheduled Outage.

Seller shall notify Buyer or Buyer’s Agent of any change in the Scheduled Outage Projection as soon as practicable, but in no even t later than thirty (30) days prior to the o ccurrence of the Scheduled Outage activity. Se ller will use commerc ially reasonable efforts to accommodate reasonable requests of Buyer with respect to the timing of Scheduled Outages and Seller will, to the extent consistent with Prudent Utility Practices, coordinate Scheduled Outages to coincide with planned transmission outages. Without limiting the generality of the foregoing, Buyer shall have the right to cancel or delay any Scheduled Outage due to peak load conditions by providing notice to Seller at least three weeks in advance thereof; provided, that Seller shall not be obligated to agree to such cancellation or delay if such cancellation or delay would impact Seller’s warranty of the equipment, cause the Facility to fail to comply with any Requirements of Law or Prudent Utility Practice, or cause unreasonable financial imp act to the Facility. In the event of a System Emergency, at Buyer’s request Seller shall make all reasonable efforts to reschedule any Scheduled Outage previously scheduled to occur during the System Emergency. 190 of 662

52 (d) In the event of a Forced Outage affec ting at least ten percent (10%) of the installed capacity of the Facility, Seller shall notify Buyer or Buyer’s Agent within not more than one (1) hour after the commencement of the Forced Outage and, within seven (7) days thereafter, provide detailed information concerning the Forced Outage, including (i) the start and anticipated end dates of the Forced Outage; (ii) a descript ion of the cause of the Forced Outage; (iii) a description of the maintenance or repair work to be performed during the Forced Outage; and (iv) the anticipated MW capacity of the Facility, if any, during the Forced Outage (such notice, the “Forced Outage Capacity Notification”). Seller shall take all re asonable measures and exercise commercially reasonable efforts to avoid Forced Outages and to limit the duration and extent of any such outages. Seller shall notify Buyer no later than two (2) hours (or such shorter period as may be mutually agreed) prior to commencing r ecommissioning of the Facility, as applicable, following the end of any such Forced Outage.
(e) With respect to forecasted Scheduled Outages:
(i) Seller shall limit forecasted Schedul ed Outages of the Facility that are necessary to comply with NERC Reliability Standards to less than 30 days within any Contract Year; and
(ii) Seller shall limit forecasted Scheduled Outages of the Facility during daylight hours to less than 30 days with in any Contract Year, except in unanticipated circumstances (e.g., Force Majeure causing casualty loss) with Buyer’s consent, such consent not to be unreasonably withheld.

Section 7.5 Curtailments; Deemed Delivered Energy.
(a) Buyer may require Seller to reduce deliv eries of all or any portion of the Facility Energy, and Seller shall comply with any such requirem ent, at any time and for the duration specified by the Buyer’s Agent in a notice to Seller, incl uding for curtailments required due to: (i) a System Emergency (other than due to a Force Majeure event as described in (ii)); (ii) an event of Force Majeure on Buyer’s side of the Point of Delivery; or (iii) a Seller Caused Access Failure or other communication failure to the extent caused by a failure of Seller or its Subcontractors (curtailme nts under the foregoing s ubsections (i)-(iii), “ Non-Compensable Curtailments”); (iv) system improvements or scheduled and unscheduled repairs or maintenance on Buyer’s side after the Point of Delivery (other than due a Force Majeure event as described in (ii) above); (v) Buyer’s failure to Schedule the Delivered Energy from the Point of Delivery not due to a Seller-caused event or System Emergency, including as a result of economic offers and self-schedules of the Facility energy into any market; (vi) Buyer’s re quest, in Buyer’s sole discretion, to curtail the Facil ity Energy for any economic reason; or (vii) an Access Failure or other communication failure that is neither a Seller Caused Access Failure nor other communication failure caused by a failure of Seller or its Subc ontractors (curtailments under the foregoing subsecti ons (iv)-(vii), “
Compensable Curtailments ”); provided, that Seller may
continue to generate Energy from the Facility to the extent Seller resells such Energy to third parties in accordance with Section 7.5(e).
(b) Buyer shall not pay Seller for any Non-Compensable Curtailments. Buyer shall pay Seller for Deemed Delivered Energy during Compensable Curtailments. 191 of 662

53 (c) During the Agreement Term, the Part ies shall reasonably estimate the amount of curtailed Facility Energy that would have been realized had any of the curtailments set forth in Section 7.5(a) not occurred in accordance with Section 7.5(a) (“ Deemed Delivered Energy”).
(d) The Contract Price that Buyer shall pay Seller for Deemed Delivered Energy associated with Compensable Curtailment is as follows: (i) Deemed Delivered Energy that is not Excess Energy at the Full Contract Price, and (ii) Deemed Delivered Energy that is Excess Energy at the applicable Excess Energy Price, plus (iii) if Seller claims Production Tax Credits with respect to the Facility, th e amount equal to (A) the PTC rate applicable to the Project determined pursuant to Section 45 or 45Y of the Internal Revenue Code, as applicable, as in effect during the applicable curtailment, converted to a dollar per MWh basis, divided by (B) one minus the sum of the then highest marginal combined federal and state corporate income tax rate, expressed as a decimal (taking into account the deductibility of state taxes for federal income tax purposes). For the avoidance of doubt, any curtailment occurring pr ior to the occurrence of the Commercial Operation Date shall be deemed a Non-Compensable Curtailment. (e) Seller shall use reasonable commercial efforts to sell the curtailed Facility Energy arising during any Compensable Curtailme nts, including the Environmental Attributes associated therewith, to third parties, it being agreed there may be no commercially reasonable manner in which Seller can effect any such sales, and provided that Seller shall not be required to sell Facility Energy to third parties to the extent such sale would require Seller to incur any costs of Transmission Services beyond the Point of Delivery that are necessary to effectuate such sales.

Any proceeds from the sale of any curtailed Facility Energy to a third-party purchaser shall be the property of Seller, and Buyer shall pay Seller the positive difference between the applicable price for such Facility Energy set forth in Appendix A and the positive third-party sales price for such Facility Energy, including the sale of any Deemed Delivered Energy. In no event shall Seller be required to remit the proceeds of such sales to Buyer.
(f) Consistent with the requirements of Section 7.3, Seller shall provide the capability to implement curtailments and adjust curtailment amounts in real-time by means of setpoints received from the SCADA system. Seller shall install sufficient measuring equipment at the Facility to collect data necessary to reasona bly determine the amount of curtailed Facility Energy, including any Deemed Delivered Energy. Seller shall install py ranometers and related measurement equipment around the Facility or in conjunction with the solar panels comprising the Facility to provide the capabil ity of measuring and recording representative solar data in accordance with Appendix G, which data, in conjunc tion with actual solar panel availability and capability, shall be used to calculate the curtailed Facility Ener gy, including any Deemed Delivered Energy.

Section 7.6 Title; Risk of Loss. As between the Parties, Seller shall be deemed to be in exclusive control (and responsible for any dama ges or injury caused ther eby) of all Delivered Energy and Replacement Energy prior to and at the Point of Delivery, and Buyer shall be deemed to be in exclusive cont rol (and responsible for any damages or injury caused thereby) of all Delivered Energy and Replacement Energy from the Point of Delivery. Seller warrants that it will deliver all Energy, Capacity Rights, and Environmen tal Attributes to Buyer free and clear of all 192 of 662

54 Liens created by any Person other than Buyer. Title to and risk of loss as to all Delivered Energy, Replacement Energy, Capacity Rights and Environm ental Attributes shall pass from Seller to Buyer at the Point of Delivery; provided, however, that title and risk of loss as to any Replacement Energy the Parties agree sh all be delivered to a point or point s of interconnection other than the Point of Delivery, and all of the associated E nvironmental Attributes therewith, shall pass from Seller to Buyer upon delivery of such Replacement Energy to such point or points.

ARTICLE VIII
ENVIRONMENTAL ATTRIBUTES; EPS AND RPS COMPLIANCE
Section 8.1 Transfer of Environmental Attributes . In addition to the agreement between Buyer and Seller to purchase and sell Energy on the terms and conditions set forth herein, Seller shall transfer to Buyer, a nd Buyer shall receive from Seller, all right, title, and interest in and to all Environmental Attributes, free and clear of all Liens, whether now existing or acquired by Seller or that hereafter come into existence or are acquired by Seller during the Agreement Term, for all Facility Energy and Replacement Energy. Seller agrees to transfer and make such Environmental Attributes available to Buyer immediately to the fullest extent allowed by applicable law upon Seller’s production or acquisition of such Envi ronmental Attributes. Seller represents and covenants that it has not assi gned, transferred, conveyed, encumbered, sold or otherwise disposed of (other than Liens on the pr oceeds of the Environmental Attributes in favor of Facility Lender) and will not in the future assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of such Environmental Attributes to any Person other than Buyer or attempt to do any of the foregoing with respec t to any of the Environm ental Attributes. The consideration for the transfer of Environmental Attributes is contained with the relevant prices for Delivered Energy, as set forth in Appendix A. Se ller shall be responsible for: (a) matching, in accordance with all current WREGIS Operating Rule s, all available and applicable NERC e-tags pertaining to the corresponding Renewable Energy Certificate before such Renewable Energy Certificate is transferred to Buyer in WREGIS pe r the terms of this Agreement; (b) matching all available and applicable NERC e-tags to the meter data on an hourly basis; (c) providing the data to Buyer at the time of Renewable Energy Certificate transfer in the same format as the CEC-RPS- Hourly Form, or any successor, as specified in the Guidebook; and (d) meeting any Qualified Reporting Entity (as defined by WREGIS) responsibility.

Section 8.2 Reporting of Ownership of Environmental Attributes . During the Agreement Term, Seller shall not report to any Pe rson that the Environmental Attributes granted hereunder to Buyer belong to any Person other than Buyer, and Buyer may report under any program that such Environmental Attributes purchased hereunder belong to it.

Section 8.3 Environmental Attributes . Upon Buyer’s request, Seller shall take all actions and execute all documents or instruments necessary under the Guidebook and all Requirements of Law, bilatera l arrangements or other volunt ary Environmental Attribute programs of any kind, as applicable, to maximize the attribution, accrual, realization, generation, 193 of 662

55 production, recognition and valida tion of Environmental Attri butes throughout the Agreement Term.

Section 8.4 Use of Accounting System to Tr ansfer Environmental Attributes . In furtherance and not in limitation of Section 8.3, Seller shall use WREGIS or any successor system to evidence the transfer of any Environmental Attributes considered Renewable Energy Credits under applicable law or any voluntary program (“WREGIS Certificates”) associated with Facility Energy or Replacement Energy in accordance with WREGIS reporting protocols and shall register the Facility with WREGIS. After the Facility is registered with WREGIS, at Buyer’s option, Seller shall, to the extent permissible under WREGIS rules, transfer WREGIS Certificates using the One- time Inter-Accounts Transfer meth od, as described in WREGIS Op erating Rules, from Seller’s WREGIS account to up to three WREGIS acc ounts, as designated by Buyer’s Authorized Representative. Seller shall be responsible for the WREGIS expenses associated with registering the Facility, maintaining its account, WREGIS Certificate issuance fees, and transferring WREGIS Certificates to Buyer or Buyer’s Authorized Representative, or any other designees, and Buyer shall be responsible for the WREGIS expenses a ssociated with maintaining its account, or the accounts of its designees, if any, and subsequent transferring or retiring of WREGIS Certificates.

Forward Certificate Transfers shall occur mont hly based on the certificate creation time-line established by the WREGIS Operating Rules then in effect. Seller sh all be responsible for, at its expense, validating and disputing data with WR EGIS prior to WREGIS Certificate creation each month. In the event that WREGIS is not in operation, or WREGIS does not track Seller’s transfer of WREGIS Certificates to Buyer, Buyer’s Au thorized Representative, or its designees for purposes of any Renewable Energy Certificates attributed, accrued, realized, generated, produced, recognized or validated relative to the Facility Energy or Replacement Energy, or Buyer chooses not to use WREGIS for any reason, then without limiting Buyer’s rights under Section 11.2, Seller shall document the production and transfer of Renewable Energy Certificates under this Agreement by delivering to Buyer an attestation in the form set forth in Appendix D for the Renewable Energy Certificates produced by the Facility, or Replacemen t Energy, measured in whole MWh, or by such other method as Buyer ma y designate. If any of the foregoing is or becomes inconsistent with the WREGIS rules, the Parties shall reasonably cooperate to amend the foregoing procedures in a manner reasonably requested by Buyer consistent with the then-effective WREGIS rules.

Section 8.5 Further Assurances. If WREGIS (or any successor thereto) is no longer available to provide the services described in Section 8.4, Selle r shall, until such time as a substitute provider reasonably a cceptable to both Parties is avai lable to provide such services, document the production of Environmental Attributes by delivering with each invoice to Buyer an attestation for the Environmental Attributes a ssociated with Facility Energy or included with Replacement Product, if any, for the preceding Month in the form of the attestation set forth as Appendix D. At Buyer’s request, the Parties shall execute all such documents and instruments and take such other action in order to effect the tran sfer of the Environmental Attributes specified in this Agreement to Buyer’s Authorized Representatives as Buyer may reasonably request. In the event of the promulgation of a scheme involving Environmental Attributes administered by CAMD, upon notification by CAMD that any transf ers contemplated by this Agreement will not be recorded, the Parties shall promptly cooperate in taking all reasonable actions necessary so that 194 of 662

56 such transfer can be recorded. Each Party sha ll promptly give the othe r Party copies of all documents it submits to CAMD to effectuate any transfers.

Section 8.6 RPS, CEC and EPS Compliance. Seller warrants that, upon achievement of Commercial Operation, the Facility will be, and shall throughout the Agreement Term remain, (a) RPS Compliant, (b) CEC Compliant, a nd (c) if applicable, EPS Compliant (“ Compliant”).

Subject to Section 8.7, Seller shall assume all risks, costs or expenses associated with, arising from, or resulting from, its obligation to keep the Facility Compliant, including any costs or expenses incurred by Seller and paid directly to any third parties in connection with or related to greenhouse gas emissions reporting, WREGIS, or maintenance of a CEC certification and verification. From time to time and at any time requested by Buyer, Seller will furnish to Governmental Authorities, Buyer or any other Person designated by Buye r, all certificates and other documentation reasonably requested by Buyer in order to assist Buyer in qualifying the Facility as Compliant. As used in this Section 8.6 and in Section 8.7, the ph rase “if applicable, EPS Compliant” (or similar phrases), means that EPS Laws (i) are applicable to the Facility or to this Agreement, and (ii) require that the Facility be EPS Compliant.

Section 8.7 Change in Law.
(a) If a Change in Law occurs after the Commercial Operation Date that causes the Facility to cease to be Comp liant, then Seller shall (i) first, take all commercially reasonable actions to bring the Facility back into Compliance to satisfy Seller’s warranty and obligations under Section 8.6, including incurring costs in an aggregate amount up to Seven Million Five Hundred Thousand Dollars ($7,500,000) in the aggregate throughout the Term (the “Compliance Expenditure Cap”), and (b) thereafter, take such actions as may be necessary to cause the Facility to remain Compliant. For the avoidance of doubt , any costs or expenditures for EIM or EDAM compliance incurred by Seller under Section 8.7(d) shall not be counted towards the Compliance Expenditure Cap. If after a commercially reasonab le period of time after such Change in Law, Seller reasonably determines that such efforts are reasonably likely to require Seller to incur costs in excess of the Compliance Expenditure Cap, Seller shall provide Buyer with notice containing a detailed description of prior compliance actions, the basis for Seller’s expectation that required compliance actions will exceed the Compliance Expenditure Cap, Seller’s projected overage (the “Excess Compliance Cost ”) and Seller’s projected timeline for successful completion of such compliance actions (an “Excess Expenditure Notice”).
(b) During any period in which the Facility is not Compliant, the Full Contract Price shall be adjusted to an amount equal to the Market Price Index (the “ Replacement Price”).

In no event will the Replacement Price be greater than the Full Contract Price. The Replacement Price shall remain in place for the remainder of the Agreement Term until the Facility is brought back into Compliance.
(c) If at any time after the earliest of (A) one hundred eighty (180) days of paying the Replacement Price under Section 8.7(b) due to a Change in Law after the Commercial Operation Date that causes the Facility to cease to be Compliant, (B) Seller’s delivery of an Excess Expenditure Notice, Buyer determ ines, in its reasonable discreti on, that notwithstanding Seller’s commercially reasonable efforts, Seller will be un able to bring the Facility into Compliance, and 195 of 662

57 neither Buyer nor Seller is willing to pay the Excess Compliance Cost, and (C) the RPS Law and EPS Law cease to be effective and are not repla ced with a substantially similar program or succeeded by a regulatory regime for which the F acility qualifies and th at provides Buyer with comparable benefits, then, so l ong as the Facility remains a non- carbon emitting resource, Seller shall be deemed to be RPS Compliant and EPS Compliant, and Buyer shall pay ninety percent (90%) of the Contract Price for the Delivered Energy; provided, that if the circumstance in the foregoing clause (A) or clause (B) arises solely as a result of Seller’s failure to comply with its obligations under this Agreement, then Buyer may elect by notice to Seller, at its sole discretion to terminate this Agreement, without liability to either Party, except for such liabilities that accrued prior to the date of termination or that otherwise survive termination in accordance with the terms of this Agreement, and Buyer shall return the Development Security or the Performance Security, as applicable, to Seller less any amounts previous ly drawn by Buyer in accordance with this Agreement; provided, further, that if at any time prior to the termination of this Agreement, Buyer elects, at its sole discretion, to pay the Excess Compliance Cost, Seller shall bring the Facility back into Compliance. Once the Facility is in Compliance and during the period during which it is Compliant, Buyer shall pay Seller the Contract Price.
(d) Subject to this Section 8.7(d), Seller shall assume any risk that the Facility falls out of EIM compliance, or EDAM compliance, as applicable, and shall bring the Facility back into EIM compliance, or EDAM compliance, as applicable, should the Facility fall out of compliance with the EIM requirements, or EDAM requirements, at any time after Commercial Operation Date and throughout the Term. If, after the Commercial Operation Date, the Facility is no longer compliant with any EIM or EDAM requirements, as applicable, as a result of Change in Law (including a change required by the Trans mission Provider or Balancing Authority OATT), Seller shall (i) first take all commercially reasonable actions to bring the Facility back to satisfy Seller obligations under Section 4.8 or otherwise in connection with participation in the EIM and EDAM, including incurring costs in an aggregate amount up to Two Million Dollars ($2,000,000) in the aggregate throughout the Delivery Term (the “ EIM Compliance Cost Cap ”), and (ii) thereafter, take such actions as may be necessary to cause the F acility to remain EIM compliant and EDAM compliant. For the avoidance of doubt, any costs or expenditures for RPS Compliance or EPS Compliance shall not be counted towards the EIM Comp liance Cost Cap. If after a commercially reasonable period of time after such Change in Law, Seller reasonably determines that such efforts are reasonably likely to requir e Seller to incur costs in excess of the EIM Compliance Cost Cap, Seller shall provide Buyer with notice containing a detailed description of prior compliance actions, the basis for Seller’s expectation that required compliance actions will exceed the EIM Compliance Cost Cap, Seller’s projected overage (the “EIM Excess Compliance Cost”) and Seller’s projected timeline for successful completion of such compliance actions (an “EIM Excess Expenditure Notice”). If following Seller’s delivery of an EIM Excess Expenditure Notice, neither Buyer nor Seller is willing to pay the EIM Excess Compliance Cost, then Seller shall be excused from its obligations with respect to participation in the EIM or EDAM, as applicable.
(e) If, prior to January 3, 2026, there is a Federal Tax Credit Event, Seller shall calculate the net present value (using unlevered after-tax cash flows and a five and one half percent (5.5%) discount rate) of the decrease in the Tax Bene fits that Seller is expected to receive for the Facility compared to the Tax Bene fits that Seller would have be en expected to receive without 196 of 662

58 such Federal Tax Credit Event (as dete rmined as of D ecember 31, 2024) (“ Tax Credit Event Impact”). If the Tax Credit Event Impact is grea ter than Two Million Dollars ($2,000,000) and provided that Seller has used commercially reas onable efforts to mitigate any potential adverse economic impact of a Federal Tax Credit Event in connection with the Facility in accordance with this Section 8.7(e), Seller shall provide Buyer with a proposal containing a detailed description of such Federal Tax Credit Event and a proposed increase of the Full Contract Price required to offset (i) fifty percent (50%) of the Tax Credit Event Impact up to Twenty Million Dollars ($20,000,000), plus (ii) one hundred percent (100%) of the Tax Credit Event Impact (if any) in excess of Twenty Million Dollars ($20,000,000), which proposal sh all include a proposed amended Appendix A (solely amending the Full Contract Price pursuant to the foregoing) and a written report from an Independent Evaluator (prepared at Seller’s sole cost) evidencing and c onfirming the impact to Seller’s Tax Benefits and the proposed increase in the Full Contract Price as a result of the Federal Tax Credit Event in accordance with this Section 8.7(e) (such proposal, including the Independent Evaluator’s report, a “Federal Tax Credit Event Proposal ”). Within sixty (60) days following Seller’s delivery of a Federal Tax Credit Even t Proposal, Buyer shall provide written notice to Seller of its decision to submit the price increase as set forth in the Federal Tax Credit Event Proposal for approval by the Participating Members or its decision to reject such price increase. If Buyer provides written notice to Se ller that it will submit the pric e increase as set forth in the Federal Tax Credit Event Proposal for approval by its Participating Members, Buyer shall submit an amendment adjusting the Full Contract Price as set forth in the Federal Tax Credit Event Proposal for approval by its Board of Directors following receipt of all applicable city council and board approvals of the Participating Members. If Buyer has not provided written notice to Seller that it will submit the price increase as set forth in the Federal Tax Credit Event Proposal for approval by its Participating Members within sixty (60) days after delivery thereof, then Seller may elect by written notice to Buyer, at its sole discretion to terminate th is Agreement, without liability to either Party, except fo r such liabilities that accrued prio r to the date of termination or that otherwise survive termination in accordance with the terms of this Agreement, and Buyer shall return the Development Security to Seller in accordance with Se ction 5.6(c). Fo r each day the Federal Tax Credit Event Proposal is pending Buye r’s acceptance until this Agreement has been amended (and such amendment has become fully effective) to include the updated price set forth in the Federal Tax Credit Event Proposal, there sh all be a day-for-day extension to achieve the Key Milestone by the Milestone Date therefor. Selle r represents and covenants that it has been using commercially reasonable ef forts to mitigate, and shall continue to use commercially reasonable efforts to mitigate any potential adverse economic impact of a Federal Tax Credit Event in connection with the Facility, including by us ing commercially reasonable efforts to establish “beginning of construction” of the Facility by April 30, 2025 as defined by the Internal Revenue Service in Notice 2018-59, as it has been modified and clarified by other Notices, and Notice 2022-

61. Section 8.8 Change in Market Structure. If a regionalization or other major change to the market structure of the Western Interco nnection occurs during the Agreement Term (other than a Change in Law addressed in Section 8.7 a bove), then the Parties ag ree to negotiate such modifications to this Agreement as may be necessary or appropriate to enable the Parties to continue to perform their resp ective obligations under this Agr eement, while preserving, to the maximum extent possible, the existing benefits, burdens, and obligations set forth herein. Such 197 of 662

59 negotiations shall commence promptly following the delivery by one Party to the other Party of a notice requesting such negotiations.

ARTICLE IX

MAKEUP OF SHORTFALL ENERGY
Section 9.1 Makeup of Shortfall.
(a) If in any Contract Year (which, with respect to (i) the Initial Stub Year together with the first calendar year following the Initial Stub Year, and (ii) the twenty-ninth (29th) calendar year together with the Final Stub Year, shall be treated for purposes of this Article IX as a single Contract Year), the am ount of Delivered Energy to Buyer is less than the Guaranteed Delivered Energy, as adjusted pursuant to Section 6.5, for such Contract Year (such difference in amount for such Contract Year, the “ Shortfall Energy ”), then, subject to Section 9.1(b) and Section 9.2, Seller shall remedy such shortfall by delivering Delivered Ener gy in excess of the Guaranteed Delivered Energy to the Point of Delivery or by delivering Replacement Energy and its Environmental Attributes at the Point of Delivery (or such other point as mutually agreed to in writing by the Parties), to Buyer in an amount equal to the Shor tfall Energy during the Contract Year immediately following the Contract Year in which the Shortfall Energy accrues (the “Shortfall Make Up Period ”). The Shortfall Make Up Peri od for Shortfall Energy shall be extended on a day-for-day basis to allow Seller to make-up Shortfall Energy that resulted from the occurrence of an event of Force Majeure, but, in no event longer than two (2) Contract Years following the end of the Shortfall Make Up Period. Seller shall notify Buyer if it determines at any time during a Contract Year that it will be unable to achieve the Guaranteed Delivered Energy during such Contract Year, and prior to making any delivery of Replacement Energy, Seller shall provide Buyer in writing details of the Replacement Energy, including the producing facility and its compliance status.
(b) Notwithstanding the foregoing, if Selle r determines that the aggregate amount of Delivered Energy over any RPS Compliance Period will be less than the sum of the Guaranteed Delivered Energy for such RPS Compliance Period, then Seller shall work with Buyer to provide, with Buyer’s a pproval, qualifying Replacement Energy and its Environmental Attributes in the amount of such expected shortfall during such RPS Compliance Period. If at the end of any RPS Compliance Period during the Delivery Term there is any RPS Compliance Shortfall Energy for such RPS Compliance Period, Seller shall pay to Buyer damages in accordance with Section 9.3 with respect to such RPS Compliance Shortfall Energy.

Section 9.2 Replacement Energy. Any Replacement Energy (and its Environmental Attributes) provided by Seller under this Artic le 9 shall provide the same Environmental Attributes, if any, as the Environmental Attributes that would have been generated by the Facility during the RPS Compliance Period for which the Replacement Energy is being provided. If Seller cures Shortfall Energy or RPS Compliance S hortfall Energy with Re placement Energy, such deliveries of Replacement Energy shall be limited to an amount that shall not, at any time, exceed a total amount of MW in excess of the Contract Capacit y, including any hourly generation from the Facility, except as may be expressly agreed upon by Buyer in its sole discretion. If any Replacement Energy is provided by Seller, Buyer sh all pay Seller the applicable Contract Price 198 of 662

60 for such Replacement Energy (tak ing into account the amount of Delivered Energy delivered to Buyer in the Contract Year for which such Re placement Energy is provided). Any Replacement Energy provided by Seller or purchased by Buyer shall be subtracted from the Shortfall Energy or RPS Compliance Shortfall Energy, as applicable, for purposes of determining the Annual Shortfall Liquidated Damages or the RPS Co mpliance Shortfall Liquidated Damages, as applicable, as set forth in Section 9.3. If Seller fails to deliver Replacement Energy as described above, then Buyer may purchase Replacement Energy and its Environmental Attributes, promptly notify Seller of the costs thereof, and Seller shall reimburse Buyer for its actual costs of such Replacement Energy and its Environmental Attributes net of the appli cable Contract Price; provided, that such costs shall not exceed the Annual Shortfall Liquidate d Damages or the RPS Compliance Shortfall Liquidated Damages, as applicable , as set forth in Section 9.3, w ith respect to such Shortfall Energy or RPS Compliance Shortfall Energy, as applicable. If Seller fails to deliver Replacement Energy as described above, and Buyer thereafte r elects not to purchase Replacement Energy and its Environmental Attributes, Seller shall be responsible for Shor tfall Liquidated Damages as set forth in Section 9.3. If Buyer elects to purch ase Replacement Energy and its Environmental Attributes, and, despite using commercially reasonable effort s, cannot purchase Replacement Energy and its Environmental Attributes, such Energy shall not be considered Deemed Delivered Energy for purposes of determining the Guaran teed Delivered Energy, and Seller shall be responsible for Shortfall Liquidated Damages as set forth in Section 9.3.

Section 9.3 Shortfall Liquidated Damages and RPS Shortfall Penalty. (a) Annual Shortfall Liquidated Damages. Subject to Secti on 9.3(d), for any Shortfall Energy that has not been cured with Delivered Energy or Replacement Energy in accordance with Section 9.1 and Section 9.2, Seller sh all pay Buyer, as liquidated damages, an amount for each MWh of Shortfall Energy equal to any positive difference between (i) the sum of (A) the weighted average of the Market Price I ndex during the Contract Year of such Shortfall Energy, weighted by hourly Delivered Energy, and (B) Green Value associated therewith, and (ii) the Full Contract Price (the “Annual Shortfall Liquidated Damages ”) within sixty (60) days following the Shortfall Make Up Period.
(b) RPS Compliance Shortfall Liquidated Damages. Notwithstanding the foregoing and subject to Section 9.3(d), if at th e end of any RPS Compliance Period there is any RPS Compliance Shortfall Energy, then Seller shall pay Buyer, as liquidated damages, an amount for each MWh of RPS Compliance Shortfall Energy equal to any positive difference between (i) the sum of (A) the weighted average of the Market Price Index during the ninety (90) day period prior to the end of such RPS Compliance Pe riod, weighted by hourly Delivered Energy, and (B) Green Value associated therewith, a nd (ii) the Full Contract Price (the “ RPS Compliance Shortfall Liquidated Damages ”). Seller shall pay Buyer such RPS Compliance Shortfall Liquidated Damages within ninety (90) days after the end of such RPS Compliance Period. (c) RPS Shortfall Penalty. In addition, Seller shall reimburse Buyer for any and all amounts of reasonably documented penalties or fines incurred or paid by any Participating Member as a result of such Participating Member’s noncompliance with EPS Law or RPS Law to the extent such non-compliance was caused by Seller’s failure to make up the full amount of any RPS Compliance Shortfall Energy before the end of the applicable RPS Compliance Period (the 199 of 662

61 “RPS Shortfall Penalty”); provided, that the Buyer shall use commercially reasonable efforts to mitigate any such penalties or fines. The de termination of the extent to which such non- compliance was caused by such Seller’s failure shal l take into account energy shortfalls in the applicable RPS Compliance Period by other generating facilities owned or under contract (directly or indirectly through Buyer) by such Participating Member. (d) Notwithstanding anything herein to the contrary, (i) to the extent that Seller is responsible for RPS Complia nce Shortfall Liquidated Damage s with respect to any RPS Compliance Shortfall Energy and there is Shortfall Energy with respect to the last Contract Year in such RPS Compliance Period, then for purposes of the Annual Shortfall Liquidated Damages for such Contract Year, the Shortfall Energy for such Contract Year shall be reduced by the RPS Compliance Shortfall Energy for which RPS Compliance Shortfall Liquidated Damages have been paid, and (ii) to the extent that any Annual Shor tfall Liquidated Damages have been paid with respect to any Contract Years in an RPS Comp liance Period, then to the extent that any RPS Compliance Shortfall Energy exists in such RPS Compliance Period, then for purposes of the RPS Compliance Shortfall Liquidated Damages for such RPS Compliance Period, the RPS Compliance Shortfall Energy shall be reduced by the Shortfall Energy for which Annual Shortfall Liquidated Damages have been paid for Contract Years in such RPS Compliance Period; provided, that, for the avoidance of doubt, such reductions shall not result in any refund of Annual Shortfall Liquidated Damages or RPS Compliance Shortfall Liquidated Damages by Buyer. Examples of the calculation of the Annual Shortfall Liquidated Damages and RPS Compliance Shortfall Liquidated Damages are set forth in Appendix X attached hereto. (e) The Parties acknowledge and agree that the damages that Buyer would incur due to the failure to deliver the Shortfall Energy or RPS Compliance Shortfall Energy would be difficult or impossible to predict with certainty, and it is impractical and difficult to assess actual damages in those circumstances and, therefore, the payment of Shortfall Liquidated Damages and any RPS Shortfall Penalty is a fair and reasonable remedy for such damages. The provision of Shortfall Liquidated Damages and any RPS Shortfall Penalty shall be in lieu of actual damages for the occurrence of any Shortfall Energy or RPS Compliance Shortfall Energy hereunder that is not cured with Delivered Energy or Replacement Energy. The paym ent of Shortfall Liquidated Damages and any RPS Shortfall Penalty shall not li mit Buyer’s rights to (i) exercise any right or remedy available under this Agreement or at law or in equity for any other breach or default occurring concurrently with, before, or after the failure to meet the Guaranteed Delivered Energy, including a Default under Section 1 3.1(j), or (ii) recover any damage s not directly attributable to such failure.

Section 9.4 Application of Replacement Energy. In the event of shortfalls in multiple Contract Years, any Replacement Energy delivered by Seller shall be applied in priority to the earliest outstanding shortfall hereunder until all shortfalls are satisfied.

ARTICLE X

CAPACITY RIGHTS
Section 10.1 Purchase and Sale of Capacity Rights. For and in consideration of Buyer entering into this Agreement, and in addition to the agreement between Buyer and Seller to 200 of 662

62 purchase and sell Delivered Energy on the terms and conditions set fort h herein, Seller hereby transfers to Buyer, and Buyer he reby accepts from Seller, all of the Capacity Rights. Buyer and Seller acknowledge and agree that the consideration for the transfer of Capacity Rights is contained within the relevant prices for Delivered Energy . Without limiting any of Buyer’s obligations hereunder, and excluding the Project Purchase Option, in no event shall Buyer have any obligation or liability whatsoever for any debt pertaining to the Facility by virtue of Buyer’s ownership of the Capacity Rights or otherwise.

Section 10.2 Representation Regarding Ownership of Capacity Rights . Seller represents and covenants that it has not assi gned, transferred, conveyed, encumbered, sold or otherwise disposed of and will not in the futu re assign, transfer, convey, encumber, sell or otherwise dispose of any of the Capacity Rights to any Person other than Buyer, or attempt to do any of the foregoing with respect to any of the Capacity Rights. Seller shall not report to any Person that any of the Capacity Rights belong to any Person other than Buyer. Buyer may, at its own risk and expense, report to any Person that the Capacity Rights belong to it.

Section 10.3 Further Assurances . Seller shall execute and deliver such necessary documents and instruments and take such other ac tion as Buyer may reasonably request to effect recognition and transfer of the Capacity Rights to Buyer. Seller shall bear the costs associated therewith.

ARTICLE XI
BILLING; PAYMENT; AUDITS; METERING; ATTESTATIONS
Section 11.1 Billing and Payment . Billing, payment and settlements for the products under this Agreement, and for any other amounts or offsets due and payable by Buyer or Seller hereunder, shall be in accordance with this Article XI. (a) On or before the tenth (10th) day of the month following a month in which transactions occur hereunder, Se ller shall render an invoice (inclu ding the name of the Facility, Seller’s address and the contact information of the preparer) to Buyer for the preceding month. (b) Invoices shall be in a form agreed between the Parties, and each invoice shall set forth the following data and information as applicable with respect to the relevant month:
(i) The amount of Startup and Test Energy for such month, if any. (ii) The amount of Delivered Energy (excluding Startup and Test Energy), if any.
(iii) An accounting of the amount of th e Guaranteed Delivered Energy delivered as of such date for the applicable Contract Year, an accoun ting of new or made-up Shortfall Energy, RPS Compliance Shortfall Energy or Replacement Energy, if applicable, and a confirmation as to whether Seller met or exceeded the Guaranteed Delivered Energy, if applicable. (iv) The amount of Excess Energy, if any.
201 of 662

63 (v) The amount of reimbursement to Buyer for the purchase of Replacement Energy, if any.
(vi) The amount of hours of and Deemed Delivered Energy associated with Compensable Curtailments incurred during such period in accordance with Section 7.5, including the cumulative total of hours of and the amount of Deemed Delivered Energy associated with Compensable Curtailments incurred during the current Contract Year and the prior Contract Year, including the current billing period, and consistent with the Scheduling Procedures. (vii) Seller’s reasonable calculation of , and reasonable supporting documentation for, the amounts owed by Buyer fo r Deemed Delivered Energy associated with Compensable Curtailments in accordance with Section 7.5(c), (d), (e) and (f). (viii) The amount of money received by Seller, if any, associated with the sale of any curtailed Facility Energy under Section 7.5(e). (ix) Any other payments due to Buyer or to Seller under this Agreement, including amounts due to Buyer in connection w ith third party sales of curtailed Energy under Section 6.3 or Section 7.5(e).
(x) An accounting of the number of RECs delivered to WREGIS during the current billing period including the cumulative total during the current Contract Year, and any WREGIS Withholding Amount withheld during such the applicable month or released to Seller for which payment is due in accordance with Section 11.2. (xi) Any other data from time to time reasonably designated by either Party as may be relevant to the calculation of monthly invoices. (c) Monthly invoices, to the extent applicable, shall be based on meter readings as described in Section 11.6.
(d) Monthly invoices shall be sent to the address se t forth in Appendix C or such other address as is provided by Buyer in writing.
(e) Using the data set forth in eac h monthly invoice as required under Section 11.1(b) and the applicable rates set forth in Appendix A or elsewhere herein, each invoice shall set forth in reasonable detail all calculations necessary to show the amount payable thereunder. Subject to the pr ovisions of Section 11.2, Buyer shal l pay the amounts set forth in each monthly invoice by wire transfer to the accounts designated on the invoice rendered by Seller on or before the forty-fifth (45 th) day after receipt by Buyer of th e applicable invoice. Bills or portions of bills which are not paid by the due date shall thereafter accrue interest at the Interest Rate, from and including the date payment was due until the date su ch payment is made. Seller shall pay to Buyer any amount owed to Buye r as set forth in S ection 11.1(b)(v) and Section 11.1(b)(ix) with respect to any month at the time Seller submits its next monthly invoice to Buyer, but in no event more than forty-five (45) days after the date of the invoice showing any amount is owed to Buyer.
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64 (f) Attestations of Environmental Attri bute transfers to Buyer pursuant to Section 8.1 shall accompany monthly invoices.
(g) At least sixty (60) days prior to the expected date of the startup and testing of the Facility, Seller shall provide to Buyer fo r its review and approval a final form of monthly invoice to be used hereunder (based on the prelimin ary draft form therefor attached hereto as Appendix T) and the Parties shall reasonably cooperate to finalize such form (including all changes as may be reasonably necessary or appropriate) prior to the date on which the first invoice is expected to be issued hereunder.

Section 11.2 WREGIS Withholding. Buyer shall have the ri ght to withhold from any payment to Seller, for each MWh delivered under Section 6.1, an amount equal to (a) the Startup Price for Startup and Test Energy, and (b) Twen ty Dollars ($20) per MWh for other Delivered Energy (such amount, the “ WREGIS Withhold Amount ”) until such time as the WREGIS Certificate associated with such MWh has been credited to Buyer’s WREGIS account as set forth in Section 8.4, and Buyer shall pay the WREGIS Withhold Amount previously withheld by Buyer for each MWh for which a WREGIS Certificate was credited to Buyer’s WREGIS account in such month pursuant to Section 11.1(b)(xi).

Section 11.3 Disputed Invoices. In the event any portion of any bill is in dispute, the undisputed amount shall be paid when due. The Pa rty disputing a payment shall promptly notify the other Party in writing of the basis for the dispute. Disputes shall be discussed by the Authorized Representatives, who shall use reasonable efforts to amicably and promptly resolve the disputes, and any failure to agree shall be subject to resolution in a ccordance with Section 14.3. Upon resolution of any dispute, the required amount of payment or refund shall be paid within ten (10) Business Days after such determination, with interest accrued at the Interest Rate from and including the due date until the date such payment or refund is paid.

Section 11.4 Right of Setoff . In addition to any right now or hereafter granted under applicable law and not by way of limitation of any such rights, each Party shall have the right at any time or from time to time, without notice to the other Party or any other Person (any such notice being hereby expressly waived) to set off against any amount due such Party from the other Party under this Agreement, including any amounts due because of breach of this Agreement or any other obligation and any costs payable by such other Party under this Agreement if and to the extent paid in the first instance by such Party.

Section 11.5 Records and Audits . Seller shall cause its direct subcontractors and suppliers providing services or supplies under this Agreement (suc h subcontractors or suppliers, “Subcontractors”) to maintain, and Seller shall itself maintain, all records pertaining to the management of this Agreement, related subcontracts, and performance of services pursuant to this Agreement (including all billings, costs, metering, and Environmental Attributes), in their original form, including reports, documents, deliverables, employee time sheets, accounting procedures and practices, records of financial transactions , and other evidence, regardless of form (e.g., machine readable media such as disk, tape, etc.) or type (e.g., databases, applications software, database management software, utilities, etc.), su fficient to verify all cost s claimed to have been incurred and services performed pursuant to this Agreement. Buyer and the Authorized Auditors 203 of 662

65 shall have the right to discuss any such records with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such billings and costs), all at such times and as may be reasonably requested, and all such records shall be retained, and shall be subject to examination and audit by the Authorized Auditors, for a period of not less than four (4) years following final payment made by Buyer hereunder, or, if the payment is made in the last year of the Delivery Term, no less th an the four (4) years following the expiration or termination date of this Agreement. Seller shall make said records or, to the extent accepted by the Authorized Auditors, photographs, micro-phot ographs, etc. or other authentic reproductions thereof, available to the Authorized Auditors at Seller’s offices located at all reasonable times and without charge. The Authorized Auditors shall have the right to reproduce, photocopy, download, transcribe, and the like, any such records. Any information provided by Seller on machine-readable media shall be provided in a format accessible a nd readable by the Authorized Auditors. Seller shall not, however, be required to furnish the Authorized Auditors with commonly available software. In addition, Seller shall be subject at any time with thirty (30) days prior written notice to audits or examinations by Authorized Audi tors to verify complia nce with all Agreement requirements relative to practices, methods, procedures, performance, compensation, and documentation, and shall cause all of its Subcontr actors for agreements entered into after the Effective Date and having a value in excess of One Million ($1,000,000) (such subcontractors, “Major Subcontractors”) to comply with the foregoing requirements. All such records subject to audit or examination shall be retained by the Major Subcontractor for a period of not less than four (4) years following the final payment by Seller to such Major Subcontractor. Examinations and audits will be performed using generally accepted auditing practices and principles and applicable Governmental Authority audit standards. If Seller utilizes or is subject to FAR, Part 30 and 31, et seq. accounting procedures, or a por tion thereof, examinations and audits will utilize such information. To the extent that the Authorized Auditor’s examination or audit reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective. Consistent with standard auditing procedures, Seller will be provided fourteen (14) days to review the Authorized Auditor’s examination results or audit and res pond to Buyer’s prior to the examination’s or audit’s fi nalization and public release. If the Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, the identified overpayment amount shall be paid by Seller to Buyer with in thirty (30) days of notice to Seller of the identified overpayment. In addition, Seller and its Major Subcontractors shall also include the following language in each Subcontract or contract: “The Southern California Public Power Authority is a third-party beneficiary of the foregoing audit provision. The benefits of the audit provision shall inure solely for the benefit of the Southern California Public Power Authority.

The designation of the Southern California Public Power Authority as a third-party beneficiary of the audit provision shall not confer any rights or privileges on Selle r, subcontractor or any other person/entity.” Notwithstanding the foregoing, if the audit reveal s that Buyer’s overpayment to Seller is more than five percent (5.0%) of the bil lings reviewed, Seller shall pay all expenses and costs incurred by the Authorized A uditors arising out of or related to the examination or audit. 204 of 662

66 Such examination or audit expenses and costs shal l be paid by Seller to Buyer within thirty (30) days of notice to Seller of such costs and expenses.

Section 11.6 Electric Metering Devices
(a) The Delivered Energy made available to Buyer or Buyer’s Agent by Seller under this Agreement shall be meas ured using the Electric Metering Devices procured, installed, owned and maintained by Seller at the Point of Interconnection in the MGL Tap Switchyard (the “Project Meter ”, which is depicted and labeled in th e single-line diagram attached to this Agreement as Appendix R-1, and in the metering diagram attached to this Agreement as Appendix R-2, each of which shall be updated as a condition precedent to the achievement of the Construction Commencement Milestone). All such Electric Metering Devices used to provide data for the computation of payments shall be sealed and Seller shall only break the seal when such Electric Metering Devices are to be inspected and tested or adjusted in accordance with this Section 11.6(a).
(b) The Electric Metering Devices shall be capable of: (i) measuring back-feed kilowatts and generation kilowatts at revenue quality to provide telemetering to the LADWP Energy Control Center (“ECC”), (ii) adjusting the measured values of Delivered Energy for loss compensation from the Project Meter to the Point of Delivery using the Transmission Line Loss Factor to virtually meter at the Point of Deliv ery for billing purposes, (iii) accurately metering back-feed load when generation output goes to zero, (iv) conforming to the DNP 3.0 protocol and meeting N-1 redundancy (which dictates that if any one meter fails, the Electric Metering Devices will allow the missing telemetry data to be alternately sourced or calculated), and (v) a live data metering connection accessible using the Inte r-Control Center Comm unications Protocol (“ICCP”) (as defined by the International Electrot echnical Commission) to enable the exchange of real-time and historical power system monitoring and control data, including measured values and accounting data. Examples of N-1 redundancy compliant architecture include placing backup meters at the same point of mete ring or installing one meter at each branch (i.e. gross, aux, and net) so the missing telemetry data may be cal culated as a difference. Notwithstanding the foregoing capabilities and requirements, the Electric Metering Devices shall function at all times in compliance with the Guidebook, and the RPS Law and Metering Policies. (c) Seller, at no expense to Buyer, shall inspect and test all such Electric Metering Devices owned, installed, and maintained by Seller upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance no tice of, and permit a representative of Buyer or Buyer’s Agent to witness and verify, such inspections and tests. Upon request by Buyer or Buyer’s Agent, Seller shall perform additional inspections or tests of any such Electric Metering Devices and shall permit a qualifie d representative of Buyer or Buyer’s Agent to inspect or witness the testing of any such Electric Metering Devices. The actual expense of any such requested additional inspection or testing shall be borne by Seller. Seller shall provide copies of any inspection or testing reports to Buyer a nd Buyer’s Agent. Any representative of Buyer witnessing or verifying a test under this Sect ion 11.6(c) shall (i) not interfere w ith Seller’s performance of such test, and (ii) comply with any written site-specific rules or regulations. 205 of 662

67 (d) If an Electric Metering Device fails to register, or if the measurement made by an Electric Metering Device is found upon testing to be inaccurate by more than the threshold set forth in the then-current LADWP Bulk Electric System Meter Policy, an adjustment shall be made correcting all measurements by the inaccurate or defective Electric Metering Device for both the amount of the inaccuracy and the period of th e inaccuracy. The adjustment period shall be determined by reference to Buyer’s Agent from th e best available data, subject to review and approval by Seller (such approval not to be unreasonably withheld). If the period of the inaccuracy cannot be ascertained reasonably, any such adjustment shall be for a period equal to one-third of the time elapsed since the preceding test of the El ectric Metering Devices. To the extent that the adjustment period covers a period of deliverie s for which payment has already been made by Buyer, Buyer shall use the corrected measuremen ts as determined in accordance with this Section 11.6(d) to recompute the amount due for th e period of the inaccuracy and shall subtract the previous payments by Buyer for this period from such recom puted amount. If the difference is a positive number, the difference shall be paid by Buyer to Seller; if the difference is a negative number, that difference shall be pa id by Seller to Buyer, or at th e discretion of Buyer, may take the form of an offset to payments due to Seller from Buyer. Payment of such difference by the owing Party shall be made not later than thirty (3 0) days after the owing Party receives notice of the amount due, unless Buyer elects payment via an offset. (e) Commencing on the first date on which Startup and Test Energy is produced by the Facility, and continuing throughout the Delivery Term, Sell er shall provide to Buyer read-only access to all Electric Metering Devices installed, owned and operated by Seller that are used to measure Delivered Energy.

ARTICLE XII
REPRESENTATIONS AND WARRANTIES; COVENANTS OF SELLER
Section 12.1 Representations and Warranties by Buyer . Buyer represents and warrants to Seller that:
(a) Buyer is a validly existing California joint powers authority under the laws of the State of California and ha s the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement and each Ancillary Document to which it is a party and carry out the transactions contemplated hereby and thereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement and all such Ancillary Documents.
(b) The execution, delivery and performanc e by Buyer of th is Agreement and each Ancillary Document to which it is a party have been duly authorized by all necessary action, and do not require any consent or approval of Buye r’s Board of Directors or members other than that which has been obtained; provided that further authorizations wi ll be required for Buyer to exercise the Project Purchase Option, the Right of First Offer or the Right of First Refusal. (c) The execution and delivery of this Agreement and each Ancillary Document to which it is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the pr ovisions of this Agreement and each Ancillary Document to which it is a party do not conflict w ith or constitute a breach of or a default under, 206 of 662

68 any of the terms, conditions or provisions of any legal requirements, or its joint powers agreement or bylaws, or any deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing, which conflicts or breaches, individually, or in the aggregate, would reasonab ly be expected to result in a material adverse effect.
(d) This Agreement and each Ancillary Document to which it is a party constitutes the legal, valid and binding obligatio n of Buyer enforceable in accordance with its terms, except as such enforceability may be lim ited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcem ent of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is consider ed in a proceeding in equity or at law.
(e) There is no pending, or to the knowledge of Buyer, threatened action or proceeding affecting Buyer before any Governmental Authority, which purports to affect the legality, validity or enforceability of this Agreement.

Section 12.2 Representations and Warranties by Seller . Seller represents and warrants to Buyer that:
(a) Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the St ate of Delaware, is qualified to do business in the State of Utah and has the legal power and authority to ow n its properties, and to carry on its business as now being conducted. Each of the Seller Parties has the legal power and authority to enter into this Agreement and each Ancillary Document to wh ich it is a party and, subject to the receipt of additional regulatory approvals, to carry out the transactions contemplated hereby and thereby, and to perform and carry out all covenants and obli gations on its part to be performed under and pursuant to this Agreement and each Ancillary Document to which it is a party. (b) The execution, delivery and performance by each Seller Party of this Agreement and each Ancillary Document to which it is a party have been duly authorized by all necessary limited liability company action, and do not and will not require any consent or approval of such Seller Party’s managing member or equity holders other than that which has been obtained.

No later than five (5) Business Days after the Effective Date, Seller shall deliver to Buyer (i) copies of all resolutions and other documents evidencing such limited liability company actions, certified by an authorized representative of such Seller Party as being true, correct and complete, and (ii) an incumbency certificate signed by the secretary of such Seller Party certifying as to the names and signatures of the authorized representatives of such Seller Party. (c) The execution and delivery of this Agreement and each Ancillary Document to which any Seller Party is a party, the consum mation of the transactio ns contemplated hereby and thereby and the fulfillment of and compliance with the provisions of this Agreement and each Ancillary Document to which it is a party, do not and will not conflict with or constitute a breach of or a default under, a ny of the terms, conditio ns or provisions of any Requirement of Law, or any organizational documents, agreement, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrume nt to which any Seller Party is a party or by 207 of 662

69 which it or any of its property is bound, or result in a breach of or a default under any of the foregoing or result in or require the creation or imposition of any Lien upon any of the properties or assets of such Seller Party (except as contemplated hereby). (d) This Agreement and any Ancillary Documents to which any Seller Party is a party constitutes the legal, valid and binding obligation of such Seller Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles , regardless of whether such enforceability is considered in a proceeding in equity or at law.
(e) There is, as of the Effective Date, no pending, or to the knowledge of Seller, threatened action or proceeding affecting any Seller Party before any Governmental Authority that purports to affect the legality, validity or enfo rceability of this Agreement or any Ancillary Document to which it is a party.
(f) None of the Seller Parties is in violation of any Requirement of Law which violations, individually or in the aggregate, would reasonably be e xpected to result in a Material Adverse Effect on the business, assets, operations, or condition (financial or otherwise) of any Seller Party, or the ability of any Seller Party to perform any of its obligations under this Agreement or any Ancillary Document to which it is a party. (g) All investors have been informed by Seller of the existence of this Agreement and all Ancillary Documents on or before the date of such investment in Seller. (h) As of the Effective Date, the organi zational structure and ownership of Seller and each Upstream Equity Owner, including a list of each of the Principals of Ultimate Upstream Equity Owner and of each Upstream E quity Owner that is itself owned directly or indirectly in whole or part by the Ultimate Upstream Equity Owner, is as set forth in Schedule

12.2(h). Schedule 12.2(h) may be updated from time to time by agreement of Buyer and Seller to account for a Change in Control that has been c onsented to by Buyer in accordance with this Agreement.
(i) No Seller Party has entered into this Agreement or any Ancillary Document with the actual intent to hinde r, delay or defraud any creditor and each Seller Party received reasonably equivalent value in exchange for its obligations under this Agreement and the Ancillary Documents. No petition in bankruptcy has been filed against any Seller Party, and no Seller Party, nor any of its respective constitu ent Persons, has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for its benefit as a debtor. (j) On and after the date of delivery of the Non-Consolidation Opinion, all of the assumptions made in the Non-Consolidation Opinion, including any exhibits attached thereto, are true and correct in all mate rial respects and Seller has compli ed with all of the assumptions made with respect to Seller in the Non-Consolidation Opinion. (k) All Tax returns and reports of each Se ller Party required to be filed by it have been timely filed, and all Taxes shown on such Tax returns to be due and payable and all 208 of 662

70 assessments, fees and other governmental charges upon each Seller Party and upon its properties, assets, income, business and franchises that are due and payable have been paid when due and payable. Seller knows of no proposed Tax assessmen t against Seller that is not being actively contested by it in good faith and by appropriate proceeding. (l) Seller owns or possesses, or reasonably expects to obtain in the ordinary course of business or possess in a timely manner, all patents, rights to patents, trademarks, copyrights and licenses necessary for the perfor mance by Seller of this Agreement and the Ancillary Documents and the transactions contem plated thereby, without any conflict with the rights of others, and Seller’s use thereof does not infringe on the intellec tual property rights of third parties.
(m) Seller has not assigned, transferre d, conveyed, encumbered, sold or otherwise disposed of the Delivered Energy, Environmental Attributes or Capacity Rights except to Buyer in accordance with this Agreement.
(n) Seller has Site Control. Seller’s agen ts and representatives have visited, inspected and become familiar with the Real Property and its surface physical condition relevant to the obligations of Se ller pursuant to this Agreement, including surface conditions, normal and usual soil conditions, roads, utilities, and topographical, solar radiation, and air and water quality conditions. Seller is familiar with all local and other conditions that may be material to Seller’s performance of its obligations under this Ag reement (including, transportation, seasons and climate, access, weather, handli ng and storage of mate rials and equipment, and availability and quality of labor and utilities). Seller has de termined that the Real Property constitutes an acceptable and suitable site for the construction a nd operation of the Facility and the associated transmission line in accordance herewith.
(o) To Seller’s knowledge, as of the Effective Date, there are no investigations, inquiries, orders, hearings, actions or other proceedings by or before any Governmental Authority that are pending or, to the best of Seller’s knowledge, threatened in connection with any Permit or Environmental Laws with respect to the Facility or the Facility Site. Neither Seller, nor to Seller’s knowledge, any third party has used , released, generated, manufactu red, produced, or stored in, on, under or about the Real Property any Hazardous Ma terials that could reasonably be expected to subject Seller or Buyer to liability under any Environmental Laws. To Seller’s knowledge, with the exception of those Hazardous Materials used and stored in accordance with Environmental Laws and pursuant to any applicable Permit, there are no Hazardous Materials used, stored or present at, in, on or under the Real Property that could reasonably be expected to subject the Seller or Buyer to liability under any Environmental Laws.
(p) Seller has obtained all Permits (incl uding final notice of determination or an applicable exemption under (i) the California Environmental Quality Act, (ii) the National Environmental Policy Act and/or (iii) other comparable environmental law of the state and county (if applicable) where the Facility is located).
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71 Section 12.3 Covenant of Seller Related to Seller’s Status as Special Purpose Entity.

Seller shall at all times comply with the requirements of, and qualify as, a Special Purpose Entity.

Section 12.4 Covenants of Seller Related to Real Property Agreements. (a) Seller shall at all times maintain Site Control and keep, perform, observe and comply with, or cause to be kept, perfor med, observed and complied with, all covenants, agreements, conditions and othe r provisions required to be ke pt, performed, observed and complied with, by or on behalf of Seller from time to time pursuant to the Real Property Agreements, and Seller shall not do or permit anything to be done, the doing of which, or refrain from doing anything, the omission of which, is grounds for a te rmination of Seller’s rights under the Real Property Agreements.
(b) Subject to this Section 12.4(b), Seller may from time to time supplement the Real Property Agreements listed in Appendix H to reflect any terminated or transferred Real Property Agreements and to include such additi onal easements, rights-of-way and other Real Property Agreements as may be required by Seller to perform its obligations under this Agreement; provided that such action shall not reduce or have any other effect on the Contract Capacity, the Expected Annual Generation, the Guaranteed Delivered Energy, the amount of Facility Energy, or the Facility as described in this Agreement, or cause Seller to be out of compliance with its Permits.

Seller shall provide Buyer with written notice of the termination, transfer or addition of any Real Property Agreements occurring prior to the Construction Commencement Milestone and prior written notice of any termination, transfer or addition of any Real Property Agreements occurring after the Construction Commencement Milestone, and the Parties shall revise Appendix B and Appendix H to reflect any such terminations, transfers or additions. Subject to this Section 12.4(b), any terminated or transferred Real Property Agreements shall no longer constitute Real Property Agreements following such termination or transf er. Any additional Real Property Agreements shall be subject to the terms and conditions of this Section 12.4. Following the Commercial Operation Date, Seller may not remove any portions of or rights or interests in the Real Property under the Real Property Agreements or amend or terminate any of the Real Property Agreements, or otherwise alter, diminish, or otherwise take actions that woul d adversely affect the Facility, unless (i) Buyer has provided prior written consent to Seller, such consent to be determined in Buyer’s reasonable discretion, or (ii) Seller has provided a written certification to Buyer that such action shall not adversely affect Buyer’s ability to exercise the Project Purchase Option or Seller’s ability to perform its material obligations under this Agreement. (c) Seller shall at all times prevent the imposition of any Liens or encumbrances, other than Permitted Encumbrances, on Seller’s interest in the real property that is subject to the Real Property Agreements. In the event a Lien or encumbrance other than a Permitted Encumbrance is imposed on Seller’s interest in any property subject to a Real Property Agreement, Seller shall give Buyer immediate notice thereof and shall take immediate action to release such Lien or encumbrance.
(d) Seller shall not consent, agree to or permit, or take or cause to be taken, any action or non-action to bring about any rescission or termination of, or amendment to, any of the Real Property Agreements, or to take any actio n in connection with any of the Real Property 210 of 662

72 Agreements that will impair or have an adverse e ffect on the rights, interest or security of Buyer, or elect to resolve any controve rsy, claim or dispute under the Real Property Agreements, or to assign, sublease, encumber, mortgage, or grant any security interest in or otherwise dispose of any of the Real Property Agreements or any portion thereof or interest therein without the consent of Buyer, except as permitted in this Agreement.
(e) Seller shall not develop or improve the Real Property other than so as to provide for the facilities and improvements of the Facility in accordance with this Agreement and the terms and conditions of any Permits and Environmental Documents. (f) Seller shall provide Buyer with true and complete copies of the Real Property Agreements, which may be redacted to redact specific pricing information. Seller shall or shall cause the Lessor, if applicable, to time ly and duly record in the land records of the applicable county or counties of the State of California, or as otherwise pr ovided by applicable law, all Real Property Agreements, or memoranda of such Real Property Agreements, to the extent recordable under federal or state law, and shall pr omptly (and in no event five (5) Business Days thereafter) provide Buyer with true and complete copies of such recorded Real Property Agreements.
(g) Unless otherwise provided in the Consent and Agreement, to the extent that any Real Property Agreements pr ohibit assignment, or do not expr essly permit assignment, of Seller’s rights to cu re a breach or default th ereunder, Seller shall us e commercially reasonable efforts to cause each such Real Property Agreement to provide a right for Buyer to cure any breach or default by Seller under such Real Property Agreement (subject to the prior right of any Facility Lender); provided, that using “commercially reasonable efforts” shall not require Seller to re-open negotiations with landowners for the Real Property Agreements unless Seller amends or otherwise modifies or supplements the Real Property Agreements (whether by way of amendment or Consent and Agreement) to include a cure right with respect to any Real Property Agreement on behalf of the Facility Lenders, in which case, Seller shall also request a similar cure right for Buyer. Seller shall give Buyer immediate notice of (i) any default notice received by Seller or the Lessor or delivered by Seller or the Lessor under any of the Real Propert y Agreements, or (ii) the commencement of any action or proceeding or arbitration pertaining to any Real Property Agreement. Seller shall deliver to Buyer, immediately upon service or delivery thereof on, to or by Seller or the Lessor, a copy of each petition, summons, complaint, notice of motion, order to show cause and other pleading or paper, however designated, which shall be served or delivered in connection with any such action, proceeding or arbitration in connection with a Real Property Agreement.
(h) Upon any payment by Buyer under any of the Real Property Agreements to cure any default of Seller or the Lessor thereunder, and thereby prevent termination of any of the Real Property Agreements, or th e exercise of any other remedy of the other party or parties thereunder arising out of such default, Buyer shall be entitled to offset amounts otherwise due Seller pursuant to the Monthly Payment hereunder by the amount of such cure payment or remedy cost until Buyer has been fully repaid.
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73 (i) As part of the monthl y report provided under Sec tion 4.5(a), Seller shall certify to Buyer, and shall provide Buyer with ev idence, that the rent, fees or other payments payable by Seller under the Real Property Agreements and the Interconnection Agreements have been paid prior to the date on which such rent, fees or other payments would be delinquent. If Seller does not provide Buyer with such certification or evidence for the applicable month and if such rent, fees or other payments have not been paid, Buyer, as beneficiary under the Development Security and the Performance Security, may, but sh all not be obligated to, cure such default by Seller as provided under this Section 12.4.

Section 12.5 Covenants of Seller Related to Tax Financing. (a) Seller shall provide Buyer with at l east one hundred twenty (120) days’ prior written notice of the reasonably likely occurrence of any consolidation, merger, or reorganization or other s imilar transaction, or seri es of similar transactio ns (other than, for the avoidance of doubt, any Tax Financing), involvi ng Seller, any Upstream Equity Owner or the Ultimate Upstream Equity Owner.
(b) Seller shall provide Buyer with at least sixty (60) days’ prior written notice of the consummation of a Tax Financing, which notice shall include, as applicable, (a)(i) introductory and contact information about and for any potential Tax Equity Investors and (ii) a summary of proposed provisions relate d to, and the structure surrounding, the power to control the management and policies of Seller , and any entity that is jointly-owned by any Upstream Equity Owner and such Tax Equity Investor arising in connection with the Tax Financing, or (b) introductory and contact information about and for any potential tax credit purchasers. Such notice shall be in addition to, and not in lieu of, any notice required under Section 14.6. Promptly following the consummati on of a Tax Financing, Seller shall provide Buyer with a certificate from an authorized officer of Seller, cer tifying that a Tax Financing has occurred and that the transaction described in the notice meets all th e requirements of a Tax Financing set forth in this Agreement.
(c) In addition to the items listed in subparagraph (b) above, in the event of a Sale Leaseback Financing, Seller shall also provide Buyer with true and correct copies of all agreements with the Lessor (with confidential terms redacted). (d) It shall be a Default (which shall be s ubject to cure only if such Default is reasonably capable of being promptly and completely cured by Seller, and if not capable of being promptly and completely cured by Seller, shall be an immediate Default without opportunity to cure hereunder) should Seller enter into a Sale Leaseback Financing unless the Lessor or Lessors thereunder and Seller shall have concurrently entered into an agreement with Buyer providing for (i) substantially the terms set forth in Appendix E, (ii) an estoppel certific ate certifying that this Agreement remains in full force and effect an d binding on Seller and that each Real Property Agreement remains in full force an d effect and binding on the th ird parties thereto, and (iii) a binding obligation of such Lessor or Lessors and Seller, upon any exercise by Buyer of its Project Purchase Option by delivery of the Purchase Option Exercise Notice as provided under Section 2.5 of the Option Agreement, to terminate such Sale Leaseback Financing prior to the Closing of the purchase by Buyer of the Facility Assets (as such terms are defined in the Option Agreement) by 212 of 662

74 the reconveyance of the Facility Assets or the Facility Site, as applicable, by such Lessor or Lessors to Seller and the termination of the lease of the Facility or the Facility Site, as applicable, by such Lessor or Lessors and Seller, and the transfer upon the Closing of the Facility from such Lessor to Seller, and from Seller to Buyer, or directly from Lessor to Buyer, in either case, in accordance with the terms and conditions set forth in the Option Agreement. (e) Seller shall deliver or cause to be delivered copies of all resolutions and other documents evidencing the actions taken to approve, execute and deliver such Sale Leaseback Financing Agreements and any the documents require d in Section 12.5(d), in each case certified by an authorized representative of any Seller Pa rty as being true, correct and complete, and an incumbency certificate signed by the secretary of such Seller Party certifying as to the names and signatures of the authorized representatives of such Seller Party.

Section 12.6 Additional Covenants of Seller.
(a) Seller and each Seller Party shall, at its expense, take all steps necessary to maintain all Permits, including as set forth in Appendix K, for the performance of such Seller or Seller Party’s obligations hereunder and under the Ancillary Documents to which such Seller Party is a party, the construction of the Facility, and the ownership and operation of the Facility, in accordance with the Requirements.
(b) Seller shall provide Buyer with tr ue and complete copies of the Interconnection Agreements. Seller and each Seller Party shall maintain in full force and effect all Interconnection Agreements, and shall not permit any material amendment to or modification of, any Interconnection Agreement without the consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed; provided, that no such consent shall be required if such amendment or modification (i) is solely to updat e the equipment that will be utilized for the interconnection facilities or the single line diagram to reflec t changes in system design and/or differences in equipment performance compared to design specifications, (ii) does not constitute a material modification under the applicable Interconnection Agreements, and (iii) does not materially adversely affect Seller’s ability to perform its obligations under this Agreement. (c) In the event that Seller has entered in to any Shared Facilities Agreements in accordance with Section 14.22, Seller and each Seller Party shall maintain, and shall cause any Affiliates to maintain, in full force and effect , any Shared Facilities Agreement in form and substance approved by Buyer, and shall not permit any material amendment to or modification of, any Shared Facilities Agreement without the consent of Buyer. (d) Seller shall not, at any time following the Commercial Operation Date, incur or permit Facility Debt in an am ount that, in the aggregate as of the date it is incurred, exceeds seventy percent (70%) of the Facility Cost and (y ) provided, that if the proceeds of the sale of PTCs are being financed by the Facility Lenders, during such PTC financing period, ninety percent (90%) of the Facility Cost.
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75 ARTICLE XIII
DEFAULT; TERMINATION AND REMEDIES
Section 13.1 Default. Each of the following events or circumstances shall constitute a “Default” by the responsible Party (the “Defaulting Party”):
(a) Payment Default. Failure by either Party to pay any amount when and as due under this Agreement which is not cured within thirty (30) days after receiving written notice thereof from the other Party.
(b) Performance Defaults. Failure by either Party or Seller Party to perform any of its duties or obligations under this Agre ement or the Option Agreement when and as due (other than (i) the failure to ma ke any payment, which is addre ssed in Section 13.1(a)), (ii) the failure to provide the Development Security in accordance with Section 5.6(a), which shall be an immediate Default for which no cure period is give n; (iii) a “Security Default” as set forth in Section 13.1(e), (iv) the failure by Seller to replenish the Performance Security within the periods provided under Section 5.6(d), (v) a Default under Section 12.5(d), and (vi) except as otherwise set forth in this Agreement), whic h is not cured within thirty (30) days after receipt of written notice thereof from the other Party; provided, that if such failure cannot be cured within such thirty (30) day period despite co mmercially reasonable efforts and it is reasonable to expect that such failure may be cured within an ad ditional sixty (60) days, and such Party continues to diligently proceed with such cure within such longer period of time, such Party shall have an additional sixty (60) days to cure.
(c) Breach of Representations and Warranties. Inaccuracy in any material respect as of the Effective Date of any repres entation, warranty, certifica tion or other statement made by a Party or in any Ancillary Document that, if capable of being cured, is not cured within thirty (30) days after receipt of notice thereof.
(d) Bankruptcy. Bankruptcy of Buyer or any Seller Party. (e) Security Default. The failure of Seller to timely issue, maintain or replace the Development Security or the Performance S ecurity in compliance with the provisions of Section 5.6.
(f) Insurance Default . The failure of Seller to maintain and provide the required insurance for the required period of coverage as set forth in Appendix F, and such failure is not cured within ten (10) days after the initial date such coverage is not maintained. (g) Fundamental Change. Except as permitted by Section 14.6, (i) a Party makes an assignment of its right s or delegation of its obligations under this Agreement or the Option Agreement, or (ii) a Change in Control occurs (whether voluntary or by operation of law). (h) Real Property Agreement Default . Except as permitted under Section 12.4 or with Buyer’s written consent, any Real Property Agreement fails to be in effect or is terminated for any reason, or amended in an y material respect, and the same would have a Material Adverse Effect or limit in any way the exercise by Buyer of the Project Purchase Option. 214 of 662

76 (i) Commercial Operation Date Default . Failure by Seller to achieve the Commercial Operation Date by the Guaranteed Commercial Operation Date; provided, that it shall not be a Seller Default under this Section so long as Seller is paying Daily Delay Damages during the one-hundred eighty (180) day period following the Guaranteed Commercial Operation Date; provided, further, that notwithstanding anything to the contrary, it shall be an immediate Default if the Commercial Operation Date has not been achieved by the Outside COD, unless due to the occurrence of a Force Majeure event.
(j) Shortfall Energy Termination Default. The failure of the Facility during any three (3) consecutive Contract Year period (which shall be calculated, for any such failure that occurs during the Initial Stub Year or the Final Stub Year, to incl ude such Initial Stub Year or Final Stub Year, as applicable, and three (3) additio nal calendar years) to deliver at least seventy percent (70%) of the Guaranteed Delivered Energy.
(k) Failure to Provide Real Time Data . The failure of Sell er to provide any of the real-time data required to be delivered u nder Section 7.3, which fail ure is (i) due to the failure of Seller’s equipment or otherwise in Seller’s control, or operation or maintenance thereof, and (ii) not cured within twenty-four (24) hours after receipt of written email notice thereof from Buyer; provided, however, Seller shall have up to thirty (30) calendar days to cure such failure so long as such cure is not reasonably possible with in twenty-four (24) hours and Seller is using continuous and diligent efforts to resolve such failure; provide d, subject to Buyer’s approval, which shall not be unreasonably withheld, conditio ned or delayed, Seller shall have up to an additional (60) calendar days to cure such failure so long as (A) such cure is not reasonably possible within thirty (30) days and Seller is using continuous and diligent efforts to resolve such failure and (B) such cure can reasonably be expected to be cured within such extended cure period. (l) Failure to Perform under Interconnection Agreements . (i) The failure by Seller Party to perform any of its duties or obligations under any In terconnection Agreement when and as due that has a Material Adverse Effect , and is not cured within thirty (30) days after such Party is notified of such failure or (ii) any termination of any Interconnection Agreement.

Section 13.2 Default Remedy.
(a) If Buyer is in Default fo r nonpayment, subject to any duty or obligation under this Agreement, Seller may, at its sole option, (i) suspend performance of its obligations hereunder, including delivery of the Facility Energy, (ii) sell Facility Energy, Environmental Attributes and Capacity Rights to third parties pursuant to and in accordance with Section 6.3, or (iii) continue to provide servi ces pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shal l affect Seller’s other rights a nd remedies set forth in this Section 13.2. Seller’s continued performance shall not act to relieve Buyer of any of its duties or obligations under this Agreement.
(b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as required by Section 14.3 seeking injunctive relief in accordance with applicable California or federal rules of civil procedure.
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77 (c) Except as expressly limited by this Agr eement, if a Default has occurred and is continuing and Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement upon giving notice of intent to terminate to Buyer. No failure of Seller to exercise, and no delay in ex ercising, any right, remedy or pow er hereunder shall operate as a waiver thereof, nor shall any si ngle or partial exercise by Seller of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agr eement, if a Default has occurred and is continuing and Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided fo r herein, or otherwise availabl e at law or equity, including (i) application of all amounts available under the Development Security or Performance Security against any amounts then payable by Seller to Buyer under this Agreement (ii) termination of this Agreement pursuant to Section 13.3, and (iii) exercise its rights under the Project Purchase Option, subject to the provisions of this Agreement, in each case upon notice of intent to terminate this Agreement to Seller. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Section 13.3 Termination for Default.
(a) If a Default occurs, the Party that is not the Defaulting Party (the “Non- Defaulting Party”) shall have the right, for so long as the Default is continuing, and subject to applicable cure rights, and without limiting any other rights or reme dies available to the Non-Defaulting Party under th is Agreement, by notice (“ Termination Notice ”) by the Non- Defaulting Party to the Defaulting Party (i) establish a date (which shall be no earlier than the date of such notice and no later than twenty (20) days after the date of such notice) (“Early Termination Date”) on which this Agreement shall terminate, and (ii) withhold any payments due in respect of this Agreement, provided, upon the occurrence of any Default of the type described in Section 13.1(d), this Agreement shall automatical ly terminate, without notice or other action by either Party as if an Early Termination Date had been declared immediately prior to such event. (b) If an Early Termination Date has been designated, the Non-Defaulting Party shall calculate in a commercially reasonable ma nner its Gains, Losses and Costs resulting from the termination of this Agreement and the resulting Termination Payment. The Gains, Losses and Costs relating to the Facility Energy and associated Environmental Attributes and Capacity Rights that would have been required to be delivered under this Agreemen t had it not been terminated shall be determined by comparing the amounts B uyer (if the Non-Defaulting Party) would have paid or Seller (if the Non-Defaulting Party) would have received therefor under this Agreement to the equivalent quantities and relevant market prices either quoted by a bona fide third party offer or which are reasonably expected by Buyer (if th e Non-Defaulting Party) or by Seller (if the Non-Defaulting Party) to be available in the market under a replacement contract for this Agreement covering the same products and having a term equal to the Remaining Term at the date of the Termination Notice adjusted to account for differences in transmission, if any. The Non-Defaulting Party shall not be required to enter into any such replacement agreement in order 216 of 662

78 to determine its Gains, Losses and Costs or the Termination Payment. To ascertain the market prices of a replacement contract, the Non-Defaulting Party may consider, among other valuations, quotations from dealers in Energy contracts and bona fide third party offers. (c) For purposes of the Non-Defaulting Pa rty’s determination of its Gains, Losses and Costs and the Termination Payment, it sh all be assumed, regardless of the facts, that Seller would have sold, and Buyer would have purchased, each day during the Remaining Term (i) Delivered Energy in an amount equal to the Assumed Daily Deliveries, (ii) the Environmental Attributes associated therewith, and (iii) all Capacity Rights associated therewith. The “Assumed Daily Deliveries” is an amount equal to the greater of (A) the quotient of the Guaranteed Delivered Energy divided by three hundred and sixty five (365), and (B) the average daily amount of Delivered Energy during the Delivery Term, if any.
(d) The Non-Defaulting Party shall notif y the Defaulting Party of the Termination Payment, which notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Defaulting Party shall, within ten (10) Business Days after receipt of such notice, pay the Termination Payment to the Non-Defaulting Party, together with interest accrued at the Interest Rate fr om the Early Termination Date until paid. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, the Termination Payment shall be zero.
(e) If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot othe rwise resolve their differences, the calculation issue shall be submitted to informal non-binding Dispute resolu tion as provided in Section 14.3(a). Following resolution of the Dispute, the Defaulting Party shall pay the full amount of the Termination Payment (if any) determined by such resolution as and when required, but no later than thirty (30) days following the date of such resolution, together with all intere st, at the Interest Rate, that accrued from the Early Termination Date until the date the Termination Payment is paid. (f) For purposes of this Agreement:
(i) “Gains” means, with respect to a Party, an amount equal to the present value of the economic be nefit (exclusive of Costs), if any, resulting from the termination of its obligations under this Agreement, determined in a commercially reasonable manner; (ii) “Losses” means, with respect to a Party, an amount equal to the present value of the economic loss (exclusive of Costs), if any, re sulting from the termination of its obligations under this Agreement, determined in a commercially reasonable manner; (iii) “Costs” means, with respect to a Party, brokerage fees, commissions and other similar transac tion costs and expenses reasonably incurred or in entering into new arrangements which replace this Agreement, excl uding attorneys’ fees, if any, incurred in connection with enforcing its rights under this Agreement. Each Party shall use reasonable efforts to mitigate or eliminate its Costs.
(iv) In no event shall a Party’s Gains, Losses or Costs include any penalties or similar charges imposed by the Non-Defaulting Party. 217 of 662

79 (v) The Present Value Rate shall be us ed as the discount rate in all present value calculations required to determine Gains, Losses and Costs. (g) At the time for payment of any amo unt due under this Section, each Party shall pay to the other Party all additional amounts, if any, pa yable by it under this Agreement (including any amounts withheld pursuant to Section 13.3(a)(ii)).

Section 13.4 Cure Rights of Facility Lender and Buyer . Buyer shall provide such consents to assignment, substantially in the form attached as Appendix O, as may be reasonably requested by Seller or any Facility Lender (other than a Tax Equity Investor); provided that the terms of such financing or refinancing and the documentation relating thereto shall comply with the applicable terms and conditions of this Agreement (such consent, the “ Consent and Agreement”). The Consent and Agreement shall provide such Facility Lender or its agent notice of the occurrence of any Default described in Section 13.1 and (if permitted under this Agreement) the opportunity to cure any such default, and sha ll require that the provisions of any Financing Agreement provide Buyer with the right, but not the obligation, at any time, to pay any or all amounts due from Seller thereunder, and to do any other act or thi ng required of Se ller, in each case to cure any default of Sell er thereunder, or to prevent the terminati on of such Financing Agreement or the exercise of any remedy by the Facility Lender thereunder that could preclude or impede Buyer from exercising its Project Purchase Option. Seller shall promptly repay Buyer for any costs or expenses incurred by Buyer in making any such payments or otherwise incurred by Buyer in connection with curing a default by Seller. In additi on, Buyer shall, if reasonably requested by a Tax Equity Investor, provide a wr itten consent and estoppel substantially in the form attached as Appendix V pr oviding such Tax Equity Investor with the right, but not the obligation, at any time, to pay any or all amoun ts due from Seller to B uyer hereunder, and to do any other act or thing required of Seller, in each case, to cure any default of Seller under this Agreement in a manner that is consistent with the applicable terms and conditions of this Agreement and the Option Agreement, and to provi de a customary estoppel certificate, provided that the terms and conditions of any such consent, or any such estoppel certificate shall have no (and could not reasonably be expected to have any) adverse effect on B uyer’s rights under this Agreement or the Option Agreemen t, and, except for a reasonable additional cure period for the Tax Equity Investor to cure a de fault of Seller as set forth in the consent with such Tax Equity Investor, which additional cure period shall be no longer than the cure period afforded the Facility Lender, shall be consistent with the terms and conditions of this Agreement.

ARTICLE XIV

MISCELLANEOUS
Section 14.1 Authorized Representative . Each Party shall designate an authorized representative who shall be authorized to act on its behalf with respect to those matters contained herein (each, an “Authorized Representative”), which shall be the func tions and responsibilities of such Authorized Representatives. Each Party may also designate an alternate who may act for the Authorized Representative. Within thirty (30) days after the Effective Date, each Party shall notify the other Party in writing of the identity of its Authorized Representative and alternate if designated. Each Party shall prom ptly notify the other Party of any subsequent changes in such designation. The Authorized Repr esentatives shall have no authority to alter, modify, or delete 218 of 662

80 any of the provisions of this Ag reement, but shall have the authority to execute or direct the execution of the Ancillary Documents contemplated therein, or to take such other steps as shall be necessary to effectuate the terms of this Agreement. Prior to the Commercial Operation Date, the Authorized Representative of each Party will meet periodically to discuss issues related to the sharing of information on the development, co nstruction, design and oper ation and maintenance of the Facility. Each Party by notice to the other Party may also designate a Person as its designee as provided in this Agreement and Buyer may appoi nt Buyer’s Agent. To the extent that an Authorized Representative’s contact information is not provided in Appendix C, at the time a Party designates such Authorized Representative, such Party shall concurrently provide written notice to the other Party of such Authorized Representative’s contact information.

Section 14.2 Notices. All notices, requests, demands, consents, waivers and other communications which are required under this Agreement shall be in writing and shall be deemed properly sent if delivered in person, reliable overni ght courier, or sent by registered or certified mail, postage prepaid to the persons specif ied in Appendix C. The Parties may update Appendix C, from time to time, to designate anot her person, address or o ffice to which notices shall be delivered by delivering notice to the other Party in accordance with this Agreement. In addition to the foregoing, the Parties may agree in writing at any time to deliver notices, requests, demands, consents, waivers and other communications through a lternate methods, such as electronic mail.

Section 14.3 Dispute Resolution . Subject to Section 13.2 (b), regarding suits for injunctive relief, disputes under this Agreement between Seller and Buyer may be resolved in accordance with the provisions of this Section 14.3.
(a) In the event of any claim, controversy or dispute between the Parties arising out of or relating to or in connection with th is Agreement (including any dispute concerning the validity of this Agreement or the scope and interpretation of this Section 14.3) (a ”Dispute”), either Party (the “Notifying Party”) may deliver to the other Party (the “Recipient Party”) notice of the Dispute with a detailed descri ption of the underlying circumst ances of such Dispute (a “ Dispute Notice”). The Dispute Notice shall include a schedule of the availability of the Notifying Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute during the thirty (30) day period following the delivery of the Dispute Notice. (b) The Recipient Party shall, within five (5) Business Days following receipt of the Dispute Notice, provide to the Notifying Party a parallel sc hedule of availability of the Recipient Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute. Followi ng delivery of the respective senior officers’ schedules of availability, the senior officers of the Parties shall meet and confer as often as they deem reasonably necessary durin g the remainder of the thirty (30) day period in good faith negotiations to resolve the Dispute to the satisfaction of each Party. (c) In the event a Dispute is not resolved pursuant to the procedures set forth in Section 14.3(a) and Section 14.3(b) by the expiration of the thirty (30) da y period set forth in Section 14.3(a), then either Party may pursue any legal remedy available to it in accordance with the provisions of Section 14.11 of this Agreement.
219 of 662

81 (d) As stated in Section 14.11, this Agreement shall be governed by, interpreted and enforced in accordance with laws of the State of California, without regard to the conflict of laws principles thereof. In addition to the Dispute resolution process set forth in this Section 14.3, but subject to Section 14.19, the Parties shall comply with California law governing claims against public entities and presentment of such claims.

Section 14.4 Further Assurances. Each Party agrees to execute and deliver all further instruments and documents, and take all further action not inconsistent with the provisions of this Agreement that may be reasonably necessary to effectuate the purposes and intent of this Agreement.

Section 14.5 Force Majeure.
(a) A Party shall not be considered to be in default in the performance of any of its obligations under this Agreement (other than the obligations of a Party to make payments of amounts due under this Agreement) when and to the extent such Party’s performance is prevented by a Force Majeure that, despite the exercise of due diligence, such Party is unable to prevent or mitigate; provided that the Party has given a written detailed desc ription of the event of Force Majeure to the other Party reasonably promptly after becoming aware thereof (and in any event within fourteen (14) days after (i) the initial awareness of the impact of the claimed Force Majeure or (ii) if earlier, the claiming Party reasonably should have become aware of such impact) (the “Force Majeure Notice”), which notice shall include information with respect to the nature, cause and date and time of commencement of such event and the anticipated scope and duration of the delay. The Party providing such notice shall be excused from fulfilling its obligations under this Agreement until such time as the Force Majeure has ceased to prevent performance or other remedial action is taken, at which time such Party shall promptly notify the other Party of the resumption of its obligations under this Agreement. If Seller is unable to deliver to, or Buyer is unable to receive Energy at, the Delivery Point due to a Force Majeure, Buyer shall have no obligation to pay Seller for the Energy not delivered or received by reason thereof. In no event shall Buyer be obligated to compensate Seller or any other Person for any losses, expenses or liabilities that Seller or such other Person may sustain as a consequence of any Force Majeure. (b) The term “Force Majeure” means any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, terrorism, fire, storm or flood, explosion, epidemic or pandemic (excluding COVID-19 to the extent that the impact of such event related to COVID-19 was known, ought to reasonably have been known or r easonably foreseeable, as of the Effective Date, or could have been avoided or mitigated by contract or otherwise), or any order, regulation or restriction imposed by governmental, military or lawfully established civi lian authorities, (i) which actually and demonstrably prevents one Party from performing any of its obligations under this Agreement, (ii) which co uld not reasonably be anticipate d, or if could be anticipated, could not have been avoided or prevented by the exercise of commercially reasonable diligence, (iii) which is not within the reas onable control of, or th e result of the fault, negligence, willful misconduct, breach of contract, intentional act or omission or wrongdoing on the part of the affected Party (or any su bcontractor or Affiliate of that Party, or any Person under the control of that Party or any of its subcontractors or Affiliates, or any Person for whose acts such subcontractor or Affiliate is responsible), and (iv) which by the exercise of due diligence the affected Party is 220 of 662

82 unable to prevent, overcome or a void or cause to be prevented, overcome or avoided; provided, nothing in this clause (iv) shall be construed so as to require either Party to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or labor dispute in which it may be involved. Any Party rendered unable to fulfill any of its obligations by reason of a Force Majeure shall exercise reasonable efforts to remove such inability with reasonable dispatch within a reasonable time period and mitigate the effects of the Force Majeure. The relief from performance shall be of no greater scope and of no longer duration than is required by the Force Majeure. Without limiting the generality of the foregoing, a Force Majeure does not include any of the following: (1) any requirement to comply with a RPS Law or any change (whether voluntary or mandatory) in any EPS Law or RPS Law; (2) a ny increase of any kind in any cost; (3) delays in or inability of a Party to obtain financing or other economic hardship of any kind; (4) Seller’s ability to sell any Energy at a price in excess of those provided in this Agreement or Buyer’s ability to purchase any Energy at a price less than those provided in this Agreem ent; (5) curtailment or other interruption of any Transmission Service, except if such curtailment or interruption of such Transmission Service on the Transmission System is due to a System Emergency; or (6) any changes in the financial condition of the Buyer, any Seller Party, the Facility Lender or any subcontractor or supplier affecting the affected Party’s ability to perform its obligations under this Agreement.
(c) If based on a Force Majeure Notice, the unaffected Party reasonably concludes that after the Commercial Operation Date a Force Majeure or its impact on the affected Party or the Facility will continue (i) for a period of two hundred forty (240) consecutive days or (ii) an aggregate total of three hundred sixty-five (365) consecutive or n on-consecutive days in any rolling five (5) year peri od, the unaffected Party shall have the right to terminate this Agreement effective upon notice to the affected Party. A termination due to a Force Majeure prior to the Commercial Operation Date is addressed pursuant to Section 3.3(d).

Section 14.6 Assignment of Agreement; Change in Control. (a) Except as set forth in this Section 14.6, neither Party may assign any of its rights, or delegate any of its duties or obligatio ns under this Agreement, or its portion of the Ancillary Documents, without the prior written consent of the other Party, such consent not to be unreasonably withheld. Any Change in Control (w hether voluntary or by operation of law) shall be deemed an assignment and shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld. Seller shall provi de Buyer with one hundred twenty (120) days’ prior written notice of any proposed Change in Control. Concurrently with any reorganization or financing transaction or transactions constituting any Change in Control in which Seller merges or consolidates with any other Person and ceases to exist, the successor entity to Seller shall execute a written assumption agreement in favor of Buyer pursuant to which any such successor entity shall assume all of the obligations of Seller un der this Agreement and the Ancillary Documents and agree to be bound by all the terms and conditions of this Agreement and Ancillary Documents, as applicable, or the successor entity shall ackno wledge the continuing oblig ations of Seller to perform all of the obligations of Seller under this Agreement and the Ancillary Documents. (b) Buyer may assign this Agreement or the Ancillary Documents, without the consent of Seller, to one or more members of Buye r, to a California municipal utility, to a joint 221 of 662

83 powers authority established under the Act, or to a California municipal district that provides electric utility service to customers in its district, so long as, at the time of such assignment, such assignee has, and is reasonably forecasted to ma intain, an investment grade rating from either Moody’s of “Baa3” or Standard & Poor’s of “BBB-”, or the equivalent ratings by any other credit rating agency of national standing, and so long as such credit rating is not on negative watch. (c) Seller shall not sell or transfer the F acility or the Facility Assets to any Person other than a Person to whom Seller assigns this Agreement and its portion of the Ancillary Documents in accordance with this Section 14.6, other than a Sale Leaseback Financing (for which notice is required), without the prior written cons ent of Buyer (and in such case Seller may only transfer the Facility and Facility Assets in whole and not in part), provided that any such sale or transfer shall be in compliance with the provisio ns of Section 12.5(d) and subject to compliance with the Right of First Offer and Right of First Refusal set forth in Section 14.21, or any transfer of any Real Property Agreements permitted pur suant to Section 12.4. Any purported sale or transfer in violation of this Section 14.6(c) shall be null and void and of no force or effect. (d) Buyer’s consent shall not be required in connection with the collateral assignment or pledge of (i) this Agreement, the Option Agreement or any other Ancillary Documents to any Facility Lender, or (ii) all or a portion of the membership interests in Seller or an Upstream Equity Owner, in either case, for the purpose of financing or refinancing of the development, construction, ownership and opera tion of the Facility; provided, however, that (1) the terms of such financing or refinancing, and the documentation relating thereto, comply with the applicable terms and conditions of this Agreement, the Option Agreement and any other Ancillary Document, as applicable, and (2) in connection with any such assignment or pledge and the exercise of remedies by any Facility Lender , the Facility Lender acknowledges and agrees to be bound by the requirement that the Facility be operated and maintained by a Qualified Operator.

Seller shall provide Buyer with si xty (60) days’ prior notice of any such collateral assignment or pledge. Notwithstanding the fo regoing or anything else expre ssed or implied herein to the contrary, Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of the Energy, Environmenta l Attributes or Capacity Right s (not including the proceeds thereof) to any Facility Lender; provided, that the foregoing shall not limit Seller’s right to encumber or pledge all of its assets pursuant to a collateral assignment permitted under this Agreement in favor of any Facility Lender so long as Seller maintains the right to sell all or any portion of the Energy, Environmental Attributes or Capacity Rights to Buyer free and clear of any Liens.
(e) It is specifically agreed that there are no third party beneficiaries of this Agreement, and that, except as pr ovided in this Section 14.6, this Agreement shall not grant any rights enforceable by any Person not a party to this Agreement. (f) In no event shall Buyer be liable to any Facility Lender for any claims, losses, expenses or damages whatsoever other than liability Buyer may have to Seller under this Agreement or the Option Agreement, as applicable. In the event of any foreclosure, whether judicial or nonjudici al, or any deed in lieu of foreclosure, in connection with a ny deed of trust, mortgage, or other similar Lien, such Facility Lender (or its designee that acquires title to the Facility, as applicable) shall be bound by the covenants and agreements of Seller in this Agreement 222 of 662

84 and the Option Agreement; provided, however, that until the Person who acquires title to the Facility executes and delivers to Buyer a written assumption of Seller’s obligations under this Agreement in form and substance acceptable to Buyer, such Person shall not be entitled to any of the benefits of this Agreement. Any sale or transfer of all or any portion of the Facility by Facility Lender shall be made only to an entity that is a Qualified Transferee.

Section 14.7 Ambiguity. The Parties acknowledge that this Agreement was jointly prepared by them, by and through their respective legal counsel, and any uncertainty or ambiguity existing herein shall not be interp reted against either Party on the basis that the Party drafted the language, but otherwise shall be interpreted according to the application of the rules on interpretation of contracts.

Section 14.8 Attorney Fees & Costs/Reimbursement of Buyer’s Attorneys’ Fees .

Both Parties agree that in any action to enforce th e terms of this Agreement that each Party shall be responsible for its own attorn ey fees and costs. Each of the Parties was represented by its respective legal counsel during the negotiation and execution of this Agreement. Notwithstanding the foregoing, to the extent Buyer incurs legal costs in order to facilitate a Sale Leaseback Financing under Section 12.5(c) or the collateral assignment or pledge of this Agreement under Section 14.6(d), to evaluate whether the provisions of the Right of First Offer apply or whether a Change in Control has occurred, or such other acti on or review that is at the request of Seller, including in Section 13.4, or as may be required due to the actions or omissions of, Seller, Seller shall bear Buyer’s reasonable and documented legal costs therefor.

Section 14.9 Voluntary Execution. Both Parties acknowledge that they have read and fully understand the content and effect of this Ag reement that the provisions of this Agreement have been reviewed and approve d by their respective counsel. The Parties fu rther acknowledge that they have executed this Agreement voluntarily, subject only to the advice of their own counsel, and do not rely on any promise, inducement, representation or warranty that is not expressly stated herein.

Section 14.10 Entire Agreement; Amendments . This Agreement (including all Appendices and Exhibits) contains the entire understanding concer ning the subject matter herein and supersedes and replaces any prior negotiations, discussions or agreements between the Parties, or any of them, concerning that subject matter, whether writte n or oral, except as expressly provided for herein. This is a fully integrated document. Each Party acknowledges that no other party, representative or agent, has made any pr omise, representation or warranty, express or implied, that is not expressly contained in this Agreement that induced the other Party to sign this document. This Agreement may be amended or modified only by an instrument in writing signed by each Party.

Section 14.11 Governing Law. This Agreement shall be governed by, interpreted and enforced in accordance with and construed under the laws of the State of California without regard to conflict of law principles.

Section 14.12 Venue. All litigation arising out of, or relating to this Agreement, shall be brought in a state or federal court in the County of Los Angeles in the State of California. The 223 of 662

85 Parties irrevocably agree to submit to the exclus ive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens.

Section 14.13 Execution in Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. The Parties may execute this Agreement by manual signature or by electronic signature, each of which shall ha ve the same force and effect. A signed copy of this Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes, to the extent provided under applicable law, including California’s Uniform Electronic Transactions Act.

Section 14.14 Effect of Section Headings. Section headings appearing in this Agreement are inserted for convenience only and shall not be construed as interpretations of text.

Section 14.15 Waiver. The failure of either Party to enforce or insi st upon compliance with or strict performance of any of the terms or conditions hereof, or to take advantage of any of its rights hereunder, shall not constitute a waiver or relinquishment of any such terms, conditions or rights, but the same shall be and remain at al l times in full force and effect. Notwithstanding anything expressed or implied herein to the contrary, nothing contained herein shall preclude either Party from pursuing any available remedies for breaches not rising to the level of a Default, including recovery of damages caused by the breach of this Agreement and specific performance or any other remedy given under this Agreement or now or hereafter existing in law or equity or otherwise. Each Party acknowledges that mone y damages may not be an adequate remedy for violations of this Agreement and that either Party may, in its sole discretion, seek and obtain from a court of competent jurisdiction specific performance or injunctive or such other relief as such court may deem just and proper to enforce this Agreement or to prevent any violation hereof. Each Party hereby waives any objection to specific performance or injunctive relief. The rights granted herein are cumulative.

Section 14.16 Relationship of the Parties . This Agreement shall not be interpreted to create an association, joint venture or partnership between the Parties or to impose any partnership obligation or liability upon either such Party. Neither Party shall have any right, power or authority to enter into any agreement or un dertaking for, or act on behalf of, or to act as an agent or representative of, the other Party.

Section 14.17 Indemnification; Damage or Dest ruction; Insurance; Limit of Liability.
(a) Indemnification. Seller undertakes and agre es to indemnify and hold harmless Buyer, each Participating Member, Los A ngeles, the City Council of Los Angeles, the Board of Commissioners, and LADWP, Burbank, Burbank’s City Council, Burbank’s Board of Water and Power and BWP, Glendale, Glendale ’s City Council, Gle ndale Water and Power Commission and GWP and Buyer’s Board of Directors, and each of their respective officers, agents, employees, advisors, and Authorized Representatives, and each of the foregoing’s assigns and successors in interest (collectively, “Indemnitees”), and, at the option of Buyer, defend such Indemnitees from and against any and all suits and causes of action (including proceedings before 224 of 662

86 FERC), claims, charges, damages (including indire ct, consequential, or incidental), demands, judgments, costs, expenses, civil fines and penalties, other monetary remedies or losses of any kind or nature whatsoever, includi ng but not limited to attorney’s fees (including allocated costs of internal counsel) or other monetary remedies and costs of litigation, ob ligation or liability of any kind or nature whatsoever, in any manner arising by reason of, or incident to, or connected in any manner with the non-performance or breach of this Agreement or any other act, error or omission or willful misconduct by or of Selle r or Seller’s officers, employees, agents, subcontractors of any tier, including but not limited to any such non-performance breach, act, error or omission or willful misconduct that results in inte llectual property infringement or leads to death, bodily injury or personal injury to any person, including Seller’s employees and agents or third persons, or damage or destruction to any property of any kind or nature whatsoever, of either Party or third person, or lo ss of use (hereinafter “ Indemnified Liabilities”), except to the extent caused by the gross negligence or willful misconduct of any such Indemnitee. The provisions of this paragraph shall be in addition to, and not exclusive of, any other rights or remedies which Indemnitees have at law, in equity, under this Ag reement or otherwise. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this subsection may be unenforceable in whole or in part because they are violative of any Requirement of Law or public policy, Seller shall contribute the maximum portion that it is perm itted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. The provisions of this paragraph shall su rvive the expiration or termination of this Agreement.
(b) Damage or Destruction. Subject to the provisi ons of Section 14.5, in the event of any damage or destruction of the Facility or any part thereof, the Facility or such part thereof shall be diligently repaired, replaced or reconstructed by Seller so that the Facility or such part thereof shall be restored to substantially the same general condition and use as existed prior to such damage or destruction, unless a differ ent condition or use is approved by Buyer. Any proceeds of Insurance with respect to such damage or destruction maintained as provided in this Agreement shall be applied, subject to the cons ent of the Facility Lender and the Tax Equity Investor, not to be unreasonably withheld, to the payment for such repair, replacement or reconstruction of the damage or destruction.
(c) Insurance. Seller shall obtain and maintain the Insurance coverages listed in Appendix F.
(d) Condemnation or Other Taking . For the Agreement Term, Seller shall promptly notify Buyer of the institution of any proceeding for the condemnation or other taking of the Facility or any portion thereof. Buyer may participate in any such proceeding and Seller will deliver to Buyer all instruments necessary or re quired by Buyer to permit such participation.

Without Buyer’s prior written consent (which shall not be unreasonably withheld), Seller shall not (i) agree to any compensation or award, nor (ii) take any action or fail to take any action which would cause the compensation to be determined. Subject to the consent of the Facility Lender, all awards and compensation for the taking or purchase in lieu of condemnation of the Facility or any portion thereof shall be applied toward the repair, restoration, reconstruction or replacement of the Facility. To the extent Buyer participates in a ny such proceeding in respect of any interests of 225 of 662

Glendale City CouncilJune 24, 2025

Glendale City Council
June 24, 2025