Lancaster City Council
May 24, 2022

Attachments:

Check Register
ACH/Wire Register
City of Lancaster Check Register
From Check No.: 101011017 - To Check No.: 101011026
Printed: 5/10/2022 10:45 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 101011017 09509 ADP, LLC ADP FEES-BAR-CODE TIME CLOCKS 6,922.33 101 4220301 6,922.33 101011018 09509 ADP, LLC ADP FEES-PE 03/26/22 667.42 101 4220301 667.42 ADP FEES-PE 03/31/22 39.52 101 4220301 39.52 706.94 706.94
101011019 06173 TRUIST, INC RFND PRIOR LEASE REV RFNDNG BONDS ISSUE OF 20 189,410.66 486 4250981 189,410.66 101011020 C9589 U S BANK CORP PAYMENT SYSTEMS 03/10/22-CALCARD STATEMENT 126,690.80 101 2601000 126,690.80 101011021 09509 ADP, LLC ADP FEES-PE 03/31/22 30.00 101 4220301 30.00 ADP FEES-PE 04/11/22 5,727.70 101 4220301 5,727.70 ADP FEES-PE 03/31/22 740.98 101 4220301 740.98 6,498.68 6,498.68
101011022 1973 CA DEPT OF TAX/FEE ADMINISTRTN ENERGY SRCHRGE TAX FILING-QTR1 JAN-MAR 22 38,233.00 490 2175000 38,233.00 101011023 05987 THE VISITORS BUREAU-LANCASTER 02/22-TBID FEE 56,282.25 101 2501000 56,282.25 101011024 09509 ADP, LLC ADP FEES-BAR-CODE TIME CLOCKS 7,079.53 101 4220301 7,079.53 101011025 D2446 THE BLVD ASSOCIATION REIMB-BLVD AMBASSADR PGM 21-22 50,000.00 101 4790313 50,000.00 101011026 A7515 U S BANK DEBT SVC DUE 05/01/22 192,096.13 486 4250982 192,096.13 Chk Count 10 Check Report Total 673,920.32

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425512 00107 A V PRESS 03/22-LEGAL ADS 5,149.08 101 4210263 2,035.54 101 4770263 2,114.14
227 11BS022924 999.40
5,149.08 5,149.08
7425513 L2167 ABELN, THOMAS LCE-NEM 2021 PAYOUT 17.98 490 4250658 17.98 7425514 L1858 AFFORDABLE PRO HOMES & INVESTM LCE-NEM 2021 PAYOUT 38.59 490 4250658 38.59 7425515 L1021 ALVEY, JOHNNY S LCE-NEM 2021 PAYOUT 1.75 490 4250658 1.75 7425516 L2642 AMEZCUA, JOSE ALONSO LCE-NEM 2021 PAYOUT 41.11 490 4250658 41.11 7425517 L0012 ANDERSON, EVERETT LCE-NEM 2021 PAYOUT 0.87 490 4250658 0.87 7425518 10965 ANDICO, VILMA PF-MIDNIGHT STRIKE-04/23/22 600.00 101 4649567 600.00 7425519 L2643 ANLEU, STEPHANIE LCE-NEM 2021 PAYOUT 105.38 490 4250658 105.38 7425520 L2644 ARREAGA, CHRIS LCE-NEM 2021 PAYOUT 23.03 490 4250658 23.03 7425521 L1024 ASTUDILLO, TRACY LCE-NEM 2021 PAYOUT 109.91 490 4250658 109.91 7425522 L2645 AVILA, ANDRES LCE-NEM 2021 PAYOUT 5.71 490 4250658 5.71 7425523 L2646 BACZKOWSKI, LESZEK LCE-NEM 2021 PAYOUT 3.04 490 4250658 3.04 7425524 C8655 BAILEY, BRYAN BB-BOOT/PANT REIMBURSEMENT 500.00 203 4752220 500.00 7425525 L2647 BALCH, RON LCE-NEM 2021 PAYOUT 4.33 490 4250658 4.33 7425526 L2515 BATTERSON, RAYMOND LCE-NEM 2021 PAYOUT 58.09 490 4250658 58.09 7425527 L1029 BELL, JAMES R LCE-NEM 2021 PAYOUT 9.00 490 4250658 9.00 7425528 D4571 BLYMYER, DUSTIN R DB-BOOT/PANT REIMBURSEMENT 130.15 203 4754220 130.15 7425529 L2648 BOWEN, AMY LCE-NEM 2021 PAYOUT 331.50 490 4250658 331.50 7425530 L2649 BRANDFIELD, KATHERINE LCE-NEM 2021 PAYOUT 226.14 490 4250658 226.14 7425531 L2650 BRAUN, KEN LCE-NEM 2021 PAYOUT 31.90 490 4250658 31.90 7425532 06013 BRENNAN, RYAN PF-BMX DPST-04/22-24/22 4,500.00 101 4649567 4,500.00 7425533 L2651 BRENNER, CAROL LCE-NEM 2021 PAYOUT 34.91 490 4250658 34.91

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425534 L1039 BRONSARD, CINDY LCE-NEM 2021 PAYOUT 6.70 490 4250658 6.70 7425535 10978 BURGUAN, RENE PF-SUAVE THE BAND-04/22/22 1,900.00 101 4649567 1,900.00 7425536 10330 CALIFORNIA DEPT SOCIAL SVCS TRUSTLINE APPLICATIONS(6) 258.00 101 4220255 258.00 7425537 C2060 CALIFORNIA WATER SERVICE 03/10-04/11/22 WATER SVC 111.62 482 4636654 111.62 7425538 D4031 CALLES, HERB PF-SEVENTH SWITCH-04/24/22 800.00 101 4649567 800.00 7425539 10447 CARAMEL BAKERY INC SHOP MORE LANC-GFTCD-REIMB 120.00 101 4431307 120.00 7425540 L2652 CASSIANO, EDWARD LCE-NEM 2021 PAYOUT 31.26 490 4250658 31.26 7425541 L2653 CASTRO, DANA LCE-NEM 2021 PAYOUT 25.36 490 4250658 25.36 7425542 L1048 CLARK, CARL J LCE-NEM 2021 PAYOUT 11.49 490 4250658 11.49 7425543 D3337 COACH'S SPORTS BAR & GRILLE SHOP MORE LANC-GFTCD-REIMB 580.00 101 4431307 580.00 7425544 L2654 COOPER, MIKE LCE-NEM 2021 PAYOUT 2.18 490 4250658 2.18 7425545 07780 COOPER, STEPHANIE LCE-NEM 2021 PAYOUT 29.38 490 4250658 29.38 7425546 L0763 COZBY, NATALIE LCE-NEM 2021 PAYOUT 6.63 490 4250658 6.63 7425547 D0983 CRAZY OTTO'S DINER #3 SHOP MORE LANC-GFTCD-REIMB 680.00 101 4431307 680.00 7425548 10914 CROWN CASTLE REFUND-ECR21-05770 935.00 101 3201120 (77.00) 101 3201120 330.00
101 3201120 682.00
935.00 935.00
7425549 10914 CROWN CASTLE RFND-ECR21-03852 1,187.00 101 3201120 (77.00) 101 3201120 311.00
101 3201120 311.00
101 3201120 642.00
1,187.00 1,187.00
7425550 L2655 DEN HAN, JESSICA LCE-NEM 2021 PAYOUT 36.63 490 4250658 36.63 7425551 D3482 DEPT OF ALCOHOLIC BEVRG CONTRL PAC-ALCOHOL LIC RNWL-#578565 1,290.00 101 4650311 1,290.00 7425552 09542 DON SAL COCINA AND CANTINA SHOP MORE LANC-GFTCD-REIMB 500.00 101 4431307 500.00 7425553 10993 DOSS, ANJANETTE REIMB-TRUSTLINE LIVE SCAN SVC 105.00 101 4220255 105.00 7425554 L2276 DURHAM, THOMAS C LCE-NEM 2021 PAYOUT 26.14 490 4250658 26.14 7425555 L0134 ESQUER, STEPHANIE LCE-NEM 2021 PAYOUT 63.83 490 4250658 63.83

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425556 D2965 EVANS, JOHN/KIM LCE-NEM 2021 PAYOUT 69.41 490 4250658 69.41 7425557 07804 FIORE, LISA LCE-NEM 2021 PAYOUT 16.83 490 4250658 16.83 7425558 10951 FIREPAN MUSIC BAL-PF-MICHAEL WALLACE-4/23/22 2,125.00 101 4649567 2,125.00 7425559 L2656 FURMAN, DANA LCE-NEM 2021 PAYOUT 9.84 490 4250658 9.84 7425560 L2657 GARDUNO, DANIEL LCE-NEM 2021 PAYOUT 15.64 490 4250658 15.64 7425561 L2658 GILLEY, SHIRLEY LCE-NEM 2021 PAYOUT 27.40 490 4250658 27.40 7425562 L1772 GONZALEZ, MARIN LCE-NEM 2021 PAYOUT 105.96 490 4250658 105.96 7425563 L1085 GORI, PAUL LCE-NEM 2021 PAYOUT 14.33 490 4250658 14.33 7425564 L2659 GRIFFITH, DANIEL LCE-NEM 2021 PAYOUT 33.74 490 4250658 33.74 7425565 L0183 HANSON, DIMIAN LCE-NEM 2021 PAYOUT 24.67 490 4250658 24.67 7425566 L0799 HARP, NATHAN LCE-NEM 2021 PAYOUT 26.87 490 4250658 26.87 7425567 L0634 HENDRICKSON, HAROLD LCE-NEM 2021 PAYOUT 195.13 490 4250658 195.13 7425568 L2660 HINES, KEITH LCE-NEM 2021 PAYOUT 71.36 490 4250658 71.36 7425569 L2661 ISLAM, SYED LCE-NEM 2021 PAYOUT 6.34 490 4250658 6.34 7425570 L1936 ISLAS, EDGAR R LCE-NEM 2021 PAYOUT 74.13 490 4250658 74.13 7425571 L2662 JANSHEGO, RACHEL C LCE-NEM 2021 PAYOUT 10.22 490 4250658 10.22 7425572 L2663 KABEL, LINDA LCE-NEM 2021 PAYOUT 59.38 490 4250658 59.38 7425573 10990 KIDS REPTILE PARTIES.COM PF-REPTILE PRESENTATION 484.00 101 4649567 484.00 7425574 L0244 KIKKERT, DIANE J LCE-NEM 2021 PAYOUT 31.76 490 4250658 31.76 7425575 L0644 KIM, DONG HWAN LCE-NEM 2021 PAYOUT 12.35 490 4250658 12.35 7425576 1215 L A CO WATERWORKS 02/03-04/13/22 WATER SVCS 9,437.85 101 4620654 111.07 101 4633654 205.26
203 4636654 4,621.12
482 4636654 4,500.40
9,437.85 9,437.85
7425577 10348 LA MICHOACANA YAMIS SHOP MORE LANC-GFTCD-REIMB 60.00 101 4431307 60.00 7425578 09945 LA PAPILLON STEAK SEAFOOD INC SHOP MORE LANC-GFTCD-REIMB 1,200.00 101 4431307 1,200.00 7425579 D2287 LANCASTER CODE ENFRCMNT ASSN UNION DUES-PP 8/2022 180.00 101 2171000 30.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 101 2171000 150.00
180.00 180.00
7425580 L0257 LANGFORD, ASHLEY R LCE-NEM 2021 PAYOUT 2.72 490 4250658 2.72 7425581 L2664 LAPHAM, RONALD C LCE-NEM 2021 PAYOUT 49.57 490 4250658 49.57 7425582 L2665 LARIOS, EVA LCE-NEM 2021 PAYOUT 29.98 490 4250658 29.98 7425583 L1130 LARKIN, JOE T LCE-NEM 2021 PAYOUT 22.85 490 4250658 22.85 7425584 L2666 LECROY, ERIC LCE-NEM 2021 PAYOUT 11.04 490 4250658 11.04 7425585 10938 LMANA POKE & RAMEN SHOP MORE LANC-GFTCD-REIMB 720.00 101 4431307 720.00 7425586 L2667 LOPEZ, CARLOS LCE-NEM 2021 PAYOUT 206.80 490 4250658 206.80 7425587 L1479 LOPEZ, KELLY LCE-NEM 2021 PAYOUT 313.67 490 4250658 313.67 7425588 07086 LUCKY LUKE BREWING COMPANY SHOP MORE LANC-GFTCD-REIMB 1,480.00 101 4431307 1,480.00 7425589 L2419 LUK, MANWAH LCE-NEM 2021 PAYOUT 24.88 490 4250658 24.88 7425590 10955 MACRI, TARA PF-PERF-TARA MACRI-04/24/22 1,250.00 101 4649567 1,250.00 7425591 10939 MARKLEY, TANNER RET-PF-OFF AXIS SHW-4/22-24/22 1,190.00 101 2177003 1,190.00 7425592 10939 MARKLEY, TANNER BAL-PF-OFF AXIS SHW-4/22-24/22 11,560.00 101 2177003 (1,190.00) 101 4649567 12,750.00
11,560.00 11,560.00
7425593 L2668 MARTIN, LUIS LCE-NEM 2021 PAYOUT 4.73 490 4250658 4.73 7425594 D1128 MAXDONS BAR & GRILL SHOP MORE LANC-GFTCD-REIMB 1,220.00 101 4431307 1,220.00 7425595 L2669 MCBURNEY, NICHOLAS LCE-NEM 2021 PAYOUT 27.72 490 4250658 27.72 7425596 L2670 MCNEILL, CHRIS B LCE-NEM 2021 PAYOUT 28.97 490 4250658 28.97 7425597 L1963 MILLER, KAREN LCE-NEM 2021 PAYOUT 307.12 490 4250658 307.12 7425598 L2671 MOLINA, LARRY LCE-NEM 2021 PAYOUT 20.48 490 4250658 20.48 7425599 L2672 MONTELIBANO, JERENE LCE-NEM 2021 PAYOUT 2.77 490 4250658 2.77 7425600 10353 MR WOK RESTAURANT CORP SHOP MORE LANC-GFTCD-REIMB 100.00 101 4431307 100.00 7425601 10377 NAYA REST INC DBA DENNYS 7931 SHOP MORE LANC-GFTCD-REIMB 300.00 101 4431307 300.00 7425602 09346 NEAL SHELTON ENTERTAINMENT BAL-PF-MTCHBX 22-04/22/22 1,250.00 101 4649567 1,250.00 7425603 09346 NEAL SHELTON ENTERTAINMENT DEP-PF-CREEDENCED-04/24/22 1,250.00 101 4649567 1,250.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425604 L2478 OEHLER, WILLIAM LCE-NEM 2021 PAYOUT 21.80 490 4250658 21.80 7425605 10354 OLIVES MEDITERRANEAN CAFE SHOP MORE LANC-GFTCD-REIMB 1,520.00 101 4431307 1,520.00 7425606 L2147 OSUNA, JESSICA LCE-NEM 2021 PAYOUT 17.63 490 4250658 17.63 7425607 L0670 OTTLEY, ANDREA LCE-NEM 2021 PAYOUT 225.80 490 4250658 225.80 7425608 A7221 P E R S LONG TERM CARE PROGRAM LONG TERM CARE PREM-PP 8/2022 634.69 101 2170200 634.69 7425609 A7221 P E R S LONG TERM CARE PROGRAM 04/22-RETIREE LONG TERM CARE 7,670.16 109 1101000 7,670.16 7425610 L2673 PACIFIC COMMUNITIES BUILDER LCE-NEM 2021 PAYOUT 3.54 490 4250658 3.54 7425611 L2673 PACIFIC COMMUNITIES BUILDER LCE-NEM 2021 PAYOUT 74.41 490 4250658 74.41 7425612 L2673 PACIFIC COMMUNITIES BUILDER LCE-NEM 2021 PAYOUT 135.61 490 4250658 135.61 7425613 L1186 PERRY, GATANYA LCE-NEM 2021 PAYOUT 14.36 490 4250658 14.36 7425614 L2674 POPE, NICOLE LCE-NEM 2021 PAYOUT 45.42 490 4250658 45.42 7425615 L2675 PRAGALAATHAN, POONKOTHAI LCE-NEM 2021 PAYOUT 20.63 490 4250658 20.63 7425616 L1195 QRIB, NISSRINE LCE-NEM 2021 PAYOUT 59.60 490 4250658 59.60 7425617 1705 QUARTZ HILL WATER DISTRICT 02/28-003/31/22 WATER SVC 4,921.60 101 4634654 3,013.44 203 4636654 355.77
482 4636654 1,552.39
4,921.60 4,921.60
7425618 L2676 RACCIO, CYNTHIA LCE-NEM 2021 PAYOUT 26.35 490 4250658 26.35 7425619 L0378 RANDALL, JOHN LCE-NEM 2021 PAYOUT 31.46 490 4250658 31.46 7425620 L2677 RICHARDS, BLAKE LCE-NEM 2021 PAYOUT 0.06 490 4250658 0.06 7425621 L2533 ROE, EILEEN M LCE-NEM 2021 PAYOUT 21.35 490 4250658 21.35 7425622 L2678 ROMERO, JOSE LCE-NEM 2021 PAYOUT 35.85 490 4250658 35.85 7425623 L1561 RUPPERT, KIMBERLEE LCE-NEM 2021 PAYOUT 9.09 490 4250658 9.09 7425624 L1991 SACA, REGINA LCE-NEM 2021 PAYOUT 123.86 490 4250658 123.86 7425625 L1568 SARAT, ANGELICA LCE-NEM 2021 PAYOUT 110.32 490 4250658 110.32 7425626 L2568 SCHAEFFER, ANNA LCE-NEM 2021 PAYOUT 13.90 490 4250658 13.90 7425627 L2679 SHELDRICK, CHRISTAL LCE-NEM 2021 PAYOUT 416.22 490 4250658 416.22

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425628 L2680 SHERIDAN, JOHN B LCE-NEM 2021 PAYOUT 6.00 490 4250658 6.00 7425629 C0655 SKYLINE MUSIC LLC DEP-ROGER MCGUINN-04/29/22 5,000.00 101 4650318 5,000.00 7425630 L0889 SMITH, KATHLEEN LCE-NEM 2021 PAYOUT 47.99 490 4250658 47.99 7425631 03154 SO CA EDISON 02/14-04/13/22 ELECTRIC SVC 6,399.15 101 4620652 1,812.69 101 4633652 3,799.67
203 4636652 12.66
482 4636652 77.80
483 4754660 696.33
6,399.15 6,399.15
7425632 L2681 SULLIVAN, JENNIFER LCE-NEM 2021 PAYOUT 12.77 490 4250658 12.77 7425633 L2682 TAYLOR, SREYPAO LCE-NEM 2021 PAYOUT 9.93 490 4250658 9.93 7425634 C2555 TIME WARNER CABLE 04/22-INTERNET SVC 213.21 112 4315651 213.21 7425635 C2555 TIME WARNER CABLE 03/27-04/26/22 TV/INTRNT/VOICE 545.42 101 4632301 545.42 7425636 C9385 U S POSTAL SERVICE ELECTRONIC MAILING- PMT 192 3,105.00 101 4210262 3,105.00 7425637 L2683 VALLADARES, HUGO JR LCE-NEM 2021 PAYOUT 199.70 490 4250658 199.70 7425638 L1848 VILLAGE POINT COMM PRTNRS LP LCE-NEM 2021 PAYOUT 87.30 490 4250658 87.30 7425639 05332 VINCE'S PASTA AND PIZZA WEST SHOP MORE LANC-GFTCD-REIMB 260.00 101 4431307 260.00 7425640 07896 VOGEL, ROBERT LCE-NEM 2021 PAYOUT 75.62 490 4250658 75.62 7425641 L1849 WERLE, RONNY LCE-NEM 2021 PAYOUT 10.06 490 4250658 10.06 7425642 L2684 WICK, KIMBERLEE LCE-NEM 2021 PAYOUT 6.75 490 4250658 6.75 7425643 10991 WIEWALL, DARCY L PF-ARCHAEOLOGY TALKS 150.00 101 4649567 150.00 7425644 L2685 WILDFLOWER, FERN LCE-NEM 2021 PAYOUT 10.87 490 4250658 10.87 7425645 07614 WILSON, ALASTAIR C PF-PERF-EMULATORS-04/22/22 1,300.00 101 4649567 1,300.00 7425646 L2686 WINHEIM, MATTHEW LCE-NEM 2021 PAYOUT 2.39 490 4250658 2.39 7425647 06576 A V CHEVROLET EQ6822 3,223.94 111 4753207 3,223.94 EQ5662 3,034.47 111 4753207 3,034.47
6,258.41 6,258.41
7425648 02605 A V COLLISION REPAIRS, INC TRUCK REPAIR-EQ6823 1,105.35 111 4753463 1,105.35 7425649 C0077 A V E K BACTERIOLOGICAL TEST 96.00 485 4755301 96.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425650 08979 A V PEST CONTROL RDP-PEST CONTROL 65.00 101 4634301 65.00 PDW-PEST CONTROL 75.00 101 4634301 75.00 140.00 140.00
7425651 00107 A V PRESS CONCERT A1-TOP ADS 225.00 101 4649575 225.00 PF-TARGET ADS 3,214.91 101 4649567 3,214.91 PF-WEB AFFILIATE ADS 2,219.95 101 4649567 2,219.95 5,659.86 5,659.86
7425652 06294 A V WEB DESIGNS PAC-04/22-MONTHLY HOSTING CHGS 99.95 101 4650301 99.95 7425653 C4724 ACTIVE NETWORK LLC ACTIVENET RFNDS-PREFUNDING 6,369.00 101 2182001 6,369.00 7425654 05445 ADELMAN BROADCASTING, INC KGBB-FM/PUDDLES PITY PARTY 300.00 101 4650205 300.00 7425655 10165 ADT COMMERCIAL LLC 01/22-LMS-ALARM MONITORING 557.38 101 4632301 557.38 04/22-LMS-ALARM MONITORING 557.38 101 4632301 557.38 04/22-LMS-ELEVATOR MONITORING 44.65 101 4632301 44.65 1,159.41 1,159.41
7425656 09972 AFFORDABLE HSG & DEV OF SOCAL ADVISORY SVCS 11,587.50 306 4240301 11,587.50 7425657 09242 ALIANZA RECYCLING & RECOVERY SOLID WASTE DISPOSAL 1,552.11 101 4754355 1,552.11 7425658 D3147 AMERICAN PLUMBING SERVICES,INC OMP-WATER HEATER FOR BULLFROGS 4,750.39 101 4634403 4,750.39 LMS-RESTROOM REPAIR 172.50 101 4632402 172.50 4,922.89 4,922.89
7425659 D2995 ARTILLERY, LLC MOAH-MAR/APR JUN/JUL 22 ADS 2,500.00 101 4653205 2,500.00 7425660 04446 AUTO PROS EQ3763-SMOG 58.24 111 4753207 58.24 7425661 D0879 B'S EMBROIDERY ETC, INC COMMS-STAFF HOODIES 742.14 101 4205253 742.14 7425662 03485 BAKERSFIELD TRUCK CENTER EQ3783-DASH CONTROL VALVE 245.01 111 4753207 245.01 7425663 10784 BARBER FAMILY FARM PF-PETTING ZOO-04/22-24/22 4,150.00 101 4649567 4,150.00 7425664 10408 BROKEN BIT STEAKHOUSE SHOP MORE LANC-GFTCD-REIMB 6,340.00 101 4431307 6,340.00 7425665 06351 C T WEST, INC UPGRADE TRAFFIC MNGMNT SFTWR 10,267.58 209 11BS027924 3,028.94 321 11BS027924 7,238.64
10,267.58 10,267.58
7425666 D0629 CA ASSOC OF CODE ENF OFFICERS MODULE ONE-SANDRA SCOTT 600.00 101 4245200 600.00 7425667 08374 CALRECYCLING, ACCOUNTING FY19/20-UNSPNT FNDS-CTY/CNTY 6,338.27 330 4755777 6,338.27 7425668 06020 CANON FINANCIAL SERVICES, INC MONTHLY COPIER CHARGES 6,297.18 101 4410254 6,297.18 7425669 09024 CARAHSOFT TECHNOLOGY CORP IT-ZOOM LICENSES 23,820.01 112 4315302 23,820.01

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425670 00382 CARRIER COMMUNICATIONS 04/22-HAUSER MTN SITE RENT 629.15 101 4245350 629.15 7425671 03475 CLARK AND HOWARD EQ5852 TOW 100.00 111 4753207 100.00 EQ3782 TOW 936.00 111 4753207 936.00
EQ5615 TOW 88.40 111 4753207 88.40
1,124.40 1,124.40
7425672 C2185 CLARK PEST CONTROL CH-ESSENTIAL CLEANING-COVID-19 880.00 101 4431301 880.00 7425673 08484 CONSOLIDATED ELECTRCL DIST INC LED 133.90 483 4754665 133.90 7425674 10983 COOKSEY'S LIFEGRD AND SWIM LLC 03/22-LIFEGUARD HOURS 3,234.35 101 4642301 3,234.35 7425675 07545 COSTAR REALTY INFORMATION INC 04/22-PROFESSIONAL SERVICES 1,196.45 101 4790301 1,196.45 7425676 09256 DAVE BANG ASSOC, INC OF CALIF OMP-PLAYGRND CHIMES-VNDLSM 5,751.95 101 4630460 5,751.95 7425677 03311 DELTA LIQUID ENERGY FUEL (17.9 GL) 94.71 111 4753217 94.71 FUEL(18.36 GL) 94.11 203 4752230 94.11 188.82 188.82
7425678 00432 DEPT OF JUSTICE 03/22-FINGERPRINT APPS 3,840.00 101 4220301 3,840.00 7425679 00414 DESERT LOCK COMPANY OMP-LOCK REPLACEMENT 110.28 101 4630460 110.28 7425680 09191 DESIGNERS TOUCH LANDSCAPE INC NSC-DIRT 1,360.00 101 4635404 1,360.00 7425681 05473 DEWEY PEST CONTROL LUC-04/22-PEST CONTROL 75.00 101 4633301 75.00 CDR-04/22-PEST CONTROL 50.00 101 4633301 50.00 MOAH-04/22-PEST CONTROL 110.00 101 4653301 110.00 MTNC YD-04/22-PEST CONTROL 137.00 203 4752301 137.00 MLS-04/22-PEST CONTROL 90.00 101 4633301 90.00 WM-04/22-PEST CONTROL 70.00 101 4633301 70.00 PAC-04/22-PEST CONTROL 50.00 101 4650301 50.00 CH-04/22-PEST CONTROL 140.00 101 4633301 140.00 CMTY CTR-04/22-PEST CONTROL 120.00 101 4620301 120.00 LBP-04/22-PEST CONTROL 95.00 101 4636301 95.00 937.00 937.00
7425682 10511 DIAMOND FORD EQ3303-AA WEATHEREST MLD3 25.67 111 4753207 25.67 7425683 06857 ENTERTAINMENTMAX, INC BOOKING AGNT COMM-PDDLS PITY 750.00 101 4650301 750.00 BOOKING AGNT COMM-PAVLO 500.00 101 4650301 500.00 1,250.00 1,250.00
7425684 D3240 FASTENAL COMPANY CODE ENF-BODL CUTTER/MULITOOL 462.98 101 4245940 462.98 COVID 19-PADLOCK 24.34 101 4431250 24.34 487.32 487.32
7425685 10994 FAYERMAN, ILYA & YELENA RFND-CODE ENF CIT-CASE 21-620 600.00 101 3102401 600.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425686 00617 FEDERAL EXPRESS CORPORATION EXPRESS MAILINGS 96.74 101 4600212 96.74 EXPRESS MAILINGS 35.86 101 4650212 35.86 132.60 132.60
7425687 07124 FIRST AMERICAN DATA TREE, LLC 03/22-PROFESSIONAL SERVICES 400.00 101 4230301 400.00 7425688 D1793 FISH WINDOW CLEANING CH-WINDOW CLEANING 47.00 203 4752403 47.00 LMS-WINDOW CLEANING 828.00 101 4632301 828.00 875.00 875.00
7425689 04203 FRANK'S RADIO SERVICE 8 LIBRTY RPTR, RMT SPKR SFTWR 16,932.44 101 4245350 16,932.44 7425690 08441 FRANKLIN TRUCK PARTS INC EQ3771-2 STT LAMPS 10.39 111 4753207 10.39 EQ3988-HOOD LATCH ASSEMBLY 66.86 111 4753207 66.86 EQ3783/3771 790.45 111 4753207 790.45
EQ3988-THERMOSTAT 76.95 111 4753207 76.95 EQ3775 251.15 111 4753207 251.15
1,195.80 1,195.80
7425691 10888 GONZALEZ PROPERTY SVCS MP-VANDALISM-WINDOW REPAIR 985.00 101 4630460 985.00 LMS-VNDLSM-FENCE/FNTN RPR 775.00 101 4630460 775.00 LMS-VANDALISM-FENCE REPAIR 385.00 101 4630460 385.00 LMS-DRYWALL REPAIR 985.00 101 4632402 985.00 LMS-JET WASH 580.00 101 4632402 580.00
LMS-PLUMBING REPAIRS 460.00 101 4632402 460.00 OMP-GRAFFITI REMOVAL 485.00 101 4630460 485.00 NSC-VANDALISM FENCE REPAIR 850.00 101 4630460 850.00 LMS-GATE REPAIR 675.00 101 4632404 675.00 6,180.00 6,180.00
7425692 05822 H & H AUTO PARTS WHOLESALE EQ4337-CABIN AIR ELEMENT 16.55 111 4753207 16.55 EQ3852 7.93 111 4753207 7.93
EQ4356 22.85 111 4753207 22.85
EQ7612 39.89 111 4753207 39.89

87.22 87.22
7425693 00822 H W HUNTER, INC EQ6815-AB BASE ARMR 70.16 111 4753207 70.16 EQ3841-AB MOLDING, AA PIN PUSH 156.20 111 4753207 156.20 EQ5501-AA HOSE 157.00 111 4753207 157.00 383.36 383.36
7425694 819 HERC RENTALS INC 20KW GENERATOR-03/12-03/25/22 899.73 101 4431295 899.73 7425695 09083 INT'L BUSINESS MACHINES CORP APPLICATION MTNC SVC 701.28 101 4790301 701.28 7425696 A2594 INTERSTATE BATTERY SYS OF A V VARIOUS BATTERIES 178.44 111 4753207 178.44 7425697 03366 JAS PACIFIC PLAN REVIEW/INSPECTION SVCS 12,610.40 101 4793301 12,610.40 PLAN REVIEW/INSPECTION SVCS 13,500.00 101 4793301 13,500.00 26,110.40 26,110.40

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425698 C5143 KATZ AND JAMMERS SHOP MORE LANC-GFTCD-REIMB 620.00 101 4431307 620.00 7425699 D1903 KERN MACHINERY INC-LANCASTER EQ5619-SHAFT, BALL BEARING(2), 1,454.08 111 4753207 1,454.08 EQ5619-SEAL 4.40 111 4753207 4.40
EQ5619-CLUTCH 455.00 111 4753207 455.00 EQ5619-BOLT, BUSHING 18.05 111 4753207 18.05 EQ1513-JDC MIRROR KIT 237.15 111 4753207 237.15 EQ1514 71.02 111 4753207 71.02
EQ5855-ACTUATOR KIT 998.25 111 4753207 998.25 EQ5855 GASKET,CUSHION(2),GLW 488.65 111 4753207 488.65 EQ5608 HYD PUMP MOUNT,PTO SHFT 683.12 111 4753207 683.12 4,409.72 4,409.72
7425700 05301 KIMBALL MIDWEST MTNC YD-HAMMER BIT(2) 135.13 203 4754455 135.13 7425701 08249 KINGSIZED ENTERTAINMENT LLC GBOR-PUDDLES PITY PARTY-4/8/22 632.49 101 4650318 632.49 7425702 C7873 LANCASTER AUTO MALL ASSOC 04/22-AUTO MALL SIGNAGE 409.82 101 4790340 409.82 7425703 10162 LANDSCAPE CONNECTION GROUP FENCE DAMAGE REPAIRS 20,350.00 484 4752463 20,350.00 7425704 L1798 LEVISEE, MICHAEL W LCE-NEM 2021 PAYOUT 17.39 490 4250658 17.39 7425705 10900 LINARES, KRISTIN IMPCT 21/22-3/2020-8/2021 HRS 725.00 109 4100355 725.00 7425706 D3151 LNCSTR MUSEUM/PUBLIC ART FNDTN JC-JURIED ART AWARD 100.00 101 4200202 100.00 TN-JURIED ART AWARD 100.00 101 4200202 100.00 200.00 200.00
7425707 10643 LOGICALIS INC IT-MERAKI MR46 WIFI 24,624.56 112 4315302 24,624.56 7425708 08387 LOOMIS 03/22-ARMORED CAR SVC INLC EXC 1,755.50 101 3501110 1,755.50 7425709 04351 LYN GRAFIX SOFTSHELL JACKETS (6) 451.10 101 4793259 451.10 7425710 10618 MANGO AND DANGO PF-STILT PERF-04/22-24/22 10,000.00 101 4649567 10,000.00 7425711 D3578 MINUTEMAN PRESS OUTLOOK SPRNG 22 POSTAGE 10,924.02 101 4210262 10,924.02 LCE-OPT OUT NOTICE 410.00 490 4250213 410.00 11,334.02 11,334.02
7425712 OVERFLOW
7425713 08562 NAPA AUTO PARTS EQ3763-FUEL PUMP AND FILTER 291.16 111 4753207 291.16 EQ3310 FUEL FILTER 8.13 111 4753207 8.13 EQ3310 FILTERS 183.06 111 4753207 183.06 EQ3999-SPARK PLUG (1.05) 111 4753207 (1.05) EQ3822-ALTERNATOR 262.37 111 4753207 262.37 EQ3822-CREDIT (262.37) 111 4753207 (262.37) EQ3982-ADHESIVE CLEANER 45.56 111 4753207 45.56 EQ5619-SPARK PLUG 9.51 111 4753207 9.51 EQ3842-HYBRID BLADE (2) 22.05 111 4753207 22.05

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount EQ5619-AIR FILTERS 23.66 111 4753207 23.66 EQ3833-BRAKE PAD, AIR FILTER, 251.93 111 4753207 251.93 EQ5868-DIGITAL BRAKE CONTROL 79.37 111 4753207 79.37 EQ5868-BATTERY ACCESSORIES 15.41 111 4753207 15.41 EQ4358-OXYGEN SENSOR (2) 113.09 111 4753207 113.09 EQ4358-COOLANT RESERVOIR 74.84 111 4753207 74.84 EQ6819-AIR FILTER, (2) BEARING 372.45 111 4753207 372.45 EQ7769 WATER PUMP, THERMOSTAT, 295.75 111 4753207 295.75 EQ7769-SERPENTINE BELT 25.35 111 4753207 25.35 EQ3771-4 STTT LAMP 35.49 111 4753207 35.49 EQ5661-COIL ON PLUG(16), SPARK 329.87 111 4753207 329.87 EQ3993-AIR FILTER 6.71 111 4753207 6.71 BLUE DEF 55 GAL(1) 446.50 111 4753214 446.50 EQ3824-COMPRESSOR, ACCULUMATOR 313.13 111 4753207 313.13 EQ1514-FUEL/OIL FILTER 10.05 111 4753207 10.05 EQ6826/EQ6827 (SPLIT INVOICE) 128.40 111 4753207 64.20 111 4753207 64.20
EQ5640-FUEL, AIR, OIL FILTERS 92.11 111 4753207 92.11 HOSE FITTINGS/CRIMP/6MXTXREEL 280.68 111 4753405 280.68 EQ5665, FUEL/AIR FILTER 30.57 111 4753207 30.57 EQ5664-AIR FILTER 14.65 111 4753207 14.65 EQ3824-CRANKSHAFT SENSOR CONNE 23.03 111 4753207 23.03 EQ3852-MOTOR OIL 184.92 111 4753207 184.92 OIL FILTER-EQ3307 6.71 111 4753207 6.71 EQ3307-DISC/FLEET BRAKE PADS 200.04 111 4753207 200.04 EQ1751-AIR, OIL FILTER 92.65 111 4753207 92.65 EQ3780-AIR FILTER 44.86 111 4753207 44.86 EQ7612-OIL AND AIR FILTER 27.23 111 4753207 27.23 EQ3982-SPEC ADH REMOVER 118.34 111 4753207 118.34 EQ3982-GL. WHITE 149.37 111 4753207 149.37 EQ563-FILTERS 52.95 111 4753207 52.95 EQ3982-2K AERO CLEARCOAT (3) 97.80 111 4753207 97.80 EQ5630-SENSOR 23.54 111 4753207 23.54 EQ3764 - AIR FILTERS 69.55 111 4753207 69.55 EQ3748-VENT CAP 29.32 111 4753207 29.32 EQ3764 BOXED CAPSULES 17.47 111 4753207 17.47 EQ5855 OIL FILTER 7.10 111 4753207 7.10 EQ1526-FILTERS 43.30 111 4753207 43.30 EQ3820-SEALED OVAL STT 32.24 111 4753207 32.24 EQ2388 SENSOR 28.80 111 4753207 28.80 EQ3412-BRAKE PADS 104.21 111 4753207 104.21 EQ7517-OIL FILTERS 7.10 111 4753207 7.10 4,858.96 4,858.96
7425714 10307 NATIONAL UTILITY LOCATORS LLC TECHNICAL UTILITY LOCATING 11,450.00 203 4754301 2,290.00 203 4755301 2,290.00
480 4755301 2,290.00
483 4754301 2,290.00
484 4755301 2,290.00
11,450.00 11,450.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425715 09346 NEAL SHELTON ENTERTAINMENT BAL-PR-CREEDENCED-04/24/22 1,250.00 101 4649567 1,250.00 7425716 09464 NEXTRAQ LLC 03/22-GPS MONITORING 2,377.05 111 4753207 2,377.05 04/22-GPS MONITORING 2,377.05 111 4753207 2,377.05 IBUTTON KEY RING ASSEMBLY(150) 826.89 111 4753214 826.89 5,580.99 5,580.99
7425717 06513 ODYSSEY POWER CORP PAC-GENERATOR REPAIRS 1,280.60 101 4632301 232.61 101 4633301 312.49
101 4634301 232.62
101 4650301 270.27
101 4653301 232.61
PAC-GENERATOR SVC 899.00 101 4632301 163.29 101 4633301 219.37
101 4634301 163.32
101 4650301 189.73
101 4653301 163.29
2,179.60 2,179.60
7425718 10806 OLUWADAMILOLA, OLOWOOKERE MAYRS AWRD SCHLRSHP-12/14/21 1,000.00 106 4430200 1,000.00 7425719 C7808 OPSEC SPECIALIZED PROTECTION LMS-SECURITY-03/28-31/22 1,456.00 101 4431301 1,456.00 7425720 05509 P A R S 02/22-REP FEES 5,580.92 101 4220301 5,580.92 7425721 05741 P P G ARCHITECTURAL FINISHES PAINT SUPPLIES 26.08 203 4752502 26.08 PAINT SUPPLIES 934.57 203 4752502 934.57 PAINT SUPPLIES 301.62 203 4752502 301.62 PAINT SUPPLIES 26.08 203 4752502 26.08 PAINT SUPPLIES 35.39 203 4752502 35.39 1,323.74 1,323.74
7425722 05602 PETROLEUM EQUIPMENT CONST SRVS03/22-DESIGNATED OPERATOR INSP 175.00 111 4753402 175.00 7425723 05864 QUINN COMPANY EQ3850 432.97 111 4753207 432.97 EQ3850 238.38 111 4753207 238.38
EQ3850 39.12 111 4753207 39.12
710.47 710.47
7425724 06313 R C BECKER & SON, INC CP21017-AVTA BUS STOP IMP 23,070.18 150 2100003 23,070.18 7425725 08119 R N S COMMUNICATIONS INC DMV ADS-06/26/22-06/25/23 7,800.00 101 4207205 7,800.00 7425726 1835 ROUND TABLE PIZZA SHOP MORE LANC-GFTCD-REIMB 2,200.00 101 4431307 2,200.00 7425727 D2003 S C A P BK-2022/2023 MEMBERSHIP DUES 538.00 480 4755200 538.00 7425728 03962 SAFETY KLEEN HAZ WASTE REMOVAL 16,623.78 101 4754657 16,623.78 7425729 09863 SELBERT PERKINS DESIGN (CA) 03/22-AUTO MALL SIGNAGE 7,000.00 101 4790355 7,000.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425730 05934 SHI INTERNATIONAL CORP MICROSOFT OFFICE 365 LICENSE 6,225.80 112 4315302 6,225.80 7425731 10751 SIMTIKIDIS, PAVLOS GBOR-PAVLOS-04/09/22 293.17 101 4650318 293.17 7425732 01816 SMITH PIPE & SUPPLY INC LMS-SPRINKLERS 122.59 101 4632404 122.59 LMS-SPRINKLERS 400.49 101 4632404 400.49 NSC-WIRE CAPS 118.28 101 4635404 118.28 OMP-SOLENOID 148.16 101 4634404 148.16
NSC-IRRIGATION SUPPLIES 55.10 101 4635404 55.10 STP-ROTOR HEADS 216.08 101 4631404 216.08 1,060.70 1,060.70
7425733 A2089 SO CA EDISON-ACCTS REC MAY 2022-2023 OPERATING RENT 5,001.21 101 4633603 5,001.21 7425734 09801 SPECTRUM REACH RECYCLING BEVERAGE CONTAINERS 500.00 330 4754777 500.00 RECYCLING BEVERAGE CONTAINERS 331.50 330 4754777 331.50 RECYCLING BEVERAGE CONTAINERS 2,179.30 330 4754777 2,179.30 RECYCLING BEVERAGE CONTAINERS 1,500.00 330 4754777 1,500.00 RECYCLING BEVERAGE CONTAINERS 1,216.50 330 4754777 1,216.50 RECYCLING BEVERAGE CONTAINERS 1,000.00 330 4754777 1,000.00 6,727.30 6,727.30
7425735 D2380 STANLEY ACCESS TECH CH-FRONT DOOR REPAIR 590.00 101 4633402 590.00 7425736 08067 SUNBELT CONTROLS INC MOAH-HVAC CNTRLS-RMT ACCS 200.00 101 4633403 200.00 MOAH-HVAC CONTROLS REPAIR 3,751.79 101 4633402 3,751.79 3,951.79 3,951.79
7425737 06963 SURFACE DESIGN EASTER EGG STANDS/INSTLLTN 1,800.00 101 4649564 1,800.00 EASTER EGG REPAIR 1,643.00 101 4649564 1,643.00 3,443.00 3,443.00
7425738 10361 SWEET FROG PREMIUM FROZEN YOGUSHOP MORE LANC-GFTCD-REIMB 500.00 101 4431307 500.00 7425739 10878 TACOS EL SUPERIOR LLC SHOP MORE LANC-GFTCD-REIMB 680.00 101 4431307 680.00 7425740 A6479 TAFT ELECTRIC COMPANY MTNC YD-CAMERAS/MASTER ARMS 2,722.72 203 4754461 2,722.72 7425741 A1393 TEAMSTERS LOCAL 911 04/22 UNION DUES 3,325.00 101 2157000 3,325.00 7425742 04239 TIM WELLS MOBILE TIRE SERVICE EQ5664 TIRES 482.75 111 4753207 482.75 EQ3838 REPAIR 40.00 111 4753207 40.00 EQ3838-REPAIR 40.00 111 4753207 40.00 EQ5630 (2) TIRES 388.40 111 4753207 388.40 951.15 951.15
7425743 D3099 TPX COMMUNICATIONS 04/22-TELEPHONE SVC 15,818.77 112 4315651 15,818.77 7425744 10968 TRES ES INC 02/22-STRATEGIC PLANNING CNSLT 10,000.00 101 4200301 10,000.00 03/22-STRATEGIC PLANNING CNSLT 10,000.00 101 4200301 10,000.00 20,000.00 20,000.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425745 02977 TURBO DATA SYSTEMS INC 03/22-ADMIN CITATIONS 8,559.22 101 4245301 8,559.22 7425746 04679 TURF STAR EQ5839-POWERBAND BELT (FB 3/17 350.08 111 4753207 350.08 7425747 C4529 U S LEGAL SUPPORT CLAIM #059-20 710.49 101 4230303 710.49 7425748 08783 UNIFIRST CORPORATION UNIFORM CLEANING 59.78 101 4753209 34.16 101 4754209 25.62
UNIFORM CLEANING 59.78 101 4754209 25.62 111 4753209 34.16
UNIFORM CLEANING 101.97 480 4755209 101.97 UNIFORM CLEANING 59.78 101 4754209 25.62 111 4753209 34.16
281.31 281.31
7425749 03641 UNITED REFRIGERATION HVAC PARTS 399.06 101 4633403 399.06 7425750 C4011 UNITED RENTALS EQ5503/EQ5504-SPLIT INVOICE 1,323.46 111 4753207 661.73 111 4753207 661.73
1,323.46 1,323.46
7425751 31009 UNIVERSAL ELECTRONIC ALARMS CDR ST-ALARM REPAIR 222.00 101 4633402 222.00 7425752 10104 VIDUYA, KAIRI KIM IMPCT 20/21-3/2020-8/2021 HRS 400.00 109 4100355 400.00 7425753 04496 VULCAN MATERIAL WESTERN DIV COLD MIX 135.30 203 4752410 135.30 COLD MIX 115.65 203 4752410 115.65
COLD MIX 209.15 203 4752410 209.15
COLD MIX 281.83 203 4752410 281.83
COLD MIX 211.18 203 4752410 211.18
953.11 953.11
7425754 05093 WESTERN EQUIPMENT SERVICE CO LMS-HVAC REPAIRS 234.64 101 4632402 234.64 7425755 04627 Z A P MANUFACTURING INC SPEED LIMIT SIGN REPLACEMENT 15,736.04 203 4754455 15,736.04 7425756 2501 ZUMAR INDUSTRIES, INC MTNC YD-SOLAR CONTROLLER 886.65 203 4754460 886.65 7425757 01933 AMERON PW-POLE 97,307.80 483 4754660 97,307.80 7425758 A7061 C A RASMUSSEN, INC CP21012-AVE J INTERCHANGE IMPR 88,720.22 150 2100003 (4,669.48) 210 15BR007924 93,389.70
88,720.22 88,720.22
7425759 08245 GOLDEN STATE LABOR COMPLIANCE FB 729-20 CH RENO & MODERNIZTN 2,596.28 701 11BS019924 2,596.28 CP19002-10TH ST W & AVE J IMPR 1,709.81 203 12ST039924 1,709.81 CP21007-2020 FALL PMP 40,893.02 701 12ST043924 40,893.02 CP21008-REBID 2021 NEIGHBRHOOD 2,952.54 701 15ST079924 2,952.54 CP21009-2021 SUMMER PVMNT MGMT 3,566.88 701 12ST046924 3,566.88 CP21010-2021 FALL PMP 3,825.59 701 12ST045924 3,825.59 55,544.12 55,544.12

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425760 10956 SCA OF CA, LLC 03/22-STREET SWEEPING 51,482.95 203 4752450 28,830.45 484 4752450 22,652.50
51,482.95 51,482.95
7425761 08725 STREAMLINE INTEGRATION COUNCIL CHAMBER SPEAKERS 85,401.74 112 11BS019924 1,946.79 112 11BS019924 83,454.95
85,401.74 85,401.74
7425762 VOID
7425763 09451 TRUGAMERZ MOBILE GAMING TRAILR PF-MOBILE GAME TRUCK 3,123.13 101 4649567 3,123.13 7425764 07556 BROWN, RYAN C RB-PR DM-CHICAGO-05/03-05/22 182.50 480 4755201 182.50 7425765 C2060 CALIFORNIA WATER SERVICE 03/12-04/15/22 WATER SVC 1,041.88 482 4636654 1,041.88 7425766 06789 CORBETT, JOCELYN JC-REIMB HOTEL-04/11-13/22 589.44 101 4210262 589.44 7425767 D0862 FELKINS, JOHN JF-PR DM-SAN DIEGO-05/01-06/22 407.00 101 4245350 407.00 7425768 D0412 KATZ, BRUCE BK-PR DM-CHICAGO-05/03-05/22 182.50 480 4755201 182.50 7425769 1296 L A CO CLERK-ENVIRO FILINGS NOE-MP/STP/WCP UPGRADES 225.00 101 4770263 75.00 101 4770263 75.00
101 4770263 75.00
225.00 225.00
7425770 10941 MCGUINN, ROGER BAL/BUYOUT-R MCGUINN-04/29/22 4,579.00 101 2177003 (721.00) 101 4650257 300.00
101 4650318 5,000.00
4,579.00 4,579.00
7425771 11006 MORTIMER, MONICA PF-2022 CHALK MURAL 450.00 101 4649567 450.00 7425772 C8102 NOGA, ANDREW AN-PR DM-SAN DIEGO-05/01-06/22 407.00 101 4245350 407.00 7425773 10218 ORGANIC THERAPY COMPANY 04/22-COMMUNICABLE DISEASE CON 5,000.00 101 4431301 5,000.00 7425774 07216 RUSH, JAMES JR-PR DM-CHICAGO-05/03-05/22 182.50 480 4755201 182.50 7425775 03154 SO CA EDISON 03/16-04/18/22 ELECTRIC SVC 719.10 101 4600603 232.07 101 4636402 122.84
203 4754652 90.10
482 4636652 19.94
483 4754660 254.15
719.10 719.10
7425776 1907 SO CA GAS COMPANY 03/21-04/20/22 GAS SVC 934.92 101 4620655 57.21 101 4632655 877.71
934.92 934.92
7425777 D0617 STEWART, BENJAMIN BS-PR DM-CHICAGO-05/03-05/22 182.50 480 4755201 182.50

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425778 11004 TESLA ENERGY OPERATION RFND-PMT21-03658-WITHDRAWN 91.80 101 3201104 (73.00) 101 3201104 (41.20)
101 3201104 206.00

91.80 91.80
7425779 11004 TESLA ENERGY OPERATION RFND-PMT21-04538-WITHDRAWN 91.80 101 3201104 (73.00) 101 3201104 (41.20)
101 3201104 206.00

91.80 91.80
7425780 C9385 U S POSTAL SERVICE MAIL METER POSTAGE-#38903247 10,000.00 101 4600211 10,000.00 7425781 06066 A T & T DOJ-03/22-PHONE-BAN 9391067128 204.19 112 4315651 204.19 7425782 08979 A V PEST CONTROL JRP-PEST SERVICE 110.00 101 4631301 110.00 EDP-PEST SERVICE 65.00 101 4631301 65.00 PBP-PEST CONTROL 95.00 101 4631301 95.00 270.00 270.00
7425783 06099 A V RECYCLING CENTER HOMELESS ENCAMPMENT CLEANUP 30,000.00 101 4800301 30,000.00 7425784 09826 ACME ASSET PROTECTION SERVICES 01/22-SECURITY-MTNC YD DAY SHF 1,512.00 203 4752301 1,512.00 03/22-SECURITY-MTNC YD 14,280.00 203 4752301 14,280.00 15,792.00 15,792.00
7425785 10191 ALERT NEIGHBORHOOD SECURITY JAN-MAR 22 CMMNTY HOUSES MNTR 945.00 101 4622682 945.00 APR-JUN 22 CMMNTY HOUSES MNTR 945.00 101 4622682 945.00 1,890.00 1,890.00
7425786 02693 ANDY GUMP, INC OMP-FENCE RNTL-02/18-03/17/22 33.74 101 4634602 33.74 WCP-FENCE RNTL-03/28-04/24/22 77.40 101 4631602 77.40 OMP-FENCE RNTL-04/11-05/08/22 44.98 101 4634602 44.98 OMP-FENCE RNTL-04/15-05/12/22 33.74 101 4634602 33.74 189.86 189.86
7425787 08992 ARC DOCUMENT SOLUTIONS LLC CP22-003-COPIES 758.79 701 12ST047924 758.79 7425788 07452 ASSAD, DANA D CLAIM #041-20/CLGL-1413A 1,041.50 113 4230303 1,041.50 7425789 08904 AVERY DENNISON CORP TRAFFIC OPS PRINTER REPAIR 10,022.00 203 4754405 10,022.00 7425790 10710 BAM CREATIVE ARCHITECTUAL SVCS 6,066.97 101 11BS037924 6,066.97 7425791 01863 BAVCO AHP-BACKFLOW PARTS 192.13 101 4631404 192.13 7425792 10927 BLACKMAN, HAILE PERF-PF-UPSTREAM-04/24/22 2,250.00 101 4649567 2,250.00 7425793 D0629 CA ASSOC OF CODE ENF OFFICERS R DE LA CANAL-WEBINAR 40.00 101 4245200 40.00 7425794 05938 CENTERSTAGING LLC PAC-BACKLNE EQPMNT-LEA SALONGA 1,717.00 101 4650602 1,717.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425795 10984 CHARTER UP LLC CHRTR BUS-EDWARDS AIRFORCE SPC 2,794.04 101 4205205 2,794.04 CHRTR BUS-EDWARDS AIRFORCE SPC 2,794.04 101 4205205 2,794.04 CHRTR BUS-EDWARDS AIRFORCE SPC 2,940.04 101 4205205 2,940.04 8,528.12 8,528.12
7425796 C2185 CLARK PEST CONTROL CH-COVID 19 CLEAN & DISINFECT 880.00 101 4431301 880.00 7425797 08122 COHEN VENTURES INC 03/22-COMMUNITY SOLAR PROJECT 1,215.50 101 4240301 1,215.50 7425798 C7625 DAPEER,ROSENBLIT & LITVAK, LLP 03/22-MUNI CODE ENFRCMENT SVCS 6,680.49 101 4230301 6,680.49 03/22-SPECIALIZED LEGAL SVCS 337.50 101 4230301 337.50 7,017.99 7,017.99
7425799 10989 DAVIS, NICELLE CHRISTINE PERF-NICELLE DAVIS-03/18/22 500.00 101 4200301 500.00 7425800 00414 DESERT LOCK COMPANY JRP-LOCK REPAIR-VANDALISM 183.71 101 4630460 183.71 7425801 09191 DESIGNERS TOUCH LANDSCAPE INC JRP-VALVE REPAIR 1,300.00 101 4631402 1,300.00 JRP-VALVE REPAIR 1,300.00 101 4631402 1,300.00 2,600.00 2,600.00
7425802 C4190 DOLPHIN RENTS INC PF-TENT RENTA;/INSTLL 12,405.02 101 4649567 12,405.02 7425803 10954 DROZ, DAN MOAH-MEET MOAH SCULPTURE 8,000.00 101 4600335 8,000.00 7425804 09614 ENCOMPASS CONSULTANT GROUP INCCP23009 AVTA BUS STOP 651 4,611.20 207 11BS033924 4,611.20 7425805 06857 ENTERTAINMENTMAX, INC BOOKING AGNT COMM-LEA SALONGA 2,500.00 101 4650301 2,500.00 7425806 08046 EXAMWORKS INC CLAIM #059-20 5,685.00 113 4230303 5,685.00 7425807 D3240 FASTENAL COMPANY PARCS-SUPPLIES 2,797.01 101 4240355 190.05 101 4631406 1,731.35
101 4634406 759.19
101 4635406 116.42
2,797.01 2,797.01
7425808 00617 FEDERAL EXPRESS CORPORATION EXPRESS MAILINGS 28.67 101 4600212 28.67 7425809 C9780 FILM LIAISONS IN CA STATEWIDE COLA PRESENTING SPONSOR 15,000.00 101 4601221 15,000.00 7425810 09619 FUENTES, CHRISTOPHER ANTONIO CS-EQUIPMENT RNTL 250.00 101 4651251 250.00 CS-EQUIPMENT RNTL 250.00 101 4651251 250.00 CS-EQUIPMENT RNTL 250.00 101 4651251 250.00 750.00 750.00
7425811 10734 GLADWELL GOVT SVCS INC ELECTION SVCS 03/26-04/20/22 8,101.12 101 4210262 8,101.12 7425812 10888 GONZALEZ PROPERTY SVCS MP-VANDALISM-DOOR REPAIRS 360.00 101 4630460 360.00 JRP-VANDALISM-GRAFFITI RMVL 985.00 101 4630460 985.00 EDP-VANDALISM-PRESSURE WASH 760.00 101 4630460 760.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount SKT-VANDALISM-GRAFFITI RMVL 985.00 101 4630460 985.00 SKT-VANDALISM-GRAFFITI RMVL 860.00 101 4630460 860.00 JRP-VANDALISM-GRAFFITI RMVL 985.00 101 4630460 985.00 MTNC YD-SANITIZE/DISINFECT 985.00 101 4431301 985.00 SKT-VANDALISM-GRAFFITI RMVL 950.00 101 4630460 950.00 6,870.00 6,870.00
7425813 11005 GREEN, TIMOTHY MATTHEW PF-POETRY READING-04/24/22 150.00 101 4649567 150.00 7425814 11000 HUDGINS, TIFFANY MOAH-PF READING 150.00 101 4649567 150.00 7425815 09083 INT'L BUSINESS MACHINES CORP 03/22-IBM CLOUD 360.84 490 4791301 360.84 7425816 D4004 J P POOLS EPL-POOL MAINTENANCE 1,350.00 101 4631301 1,350.00 7425817 10754 KTGY GROUP, INC 10/21-11/21-LANC PKWY VILLAGE 2,960.00 349 4770771 2,960.00 11/21-12/21-LANC PKWY VILLAGE 4,095.00 349 4770771 4,095.00 7,055.00 7,055.00
7425818 1214 L A CO SHERIFF'S DEPT 03/22-SPECIAL EVENTS 2,574.33 101 4820355 2,387.02 101 4820357 187.31
03/22-SPECIAL EVENTS 2,610.50 101 4820355 2,442.20 101 4820357 168.30
5,184.83 5,184.83
7425819 10162 LANDSCAPE CONNECTION GROUP BLOCK WALL RPR-J8/45TH W 1,250.00 482 4636402 1,250.00 OMP-MAINLINE REPAIR 1,950.00 101 4634402 1,950.00 3,200.00 3,200.00
7425820 D3426 LAW OFFICES CHRISTOPHER RAMSEYCLAIM #053-20 4,879.00 113 4230303 4,879.00 7425821 07713 LEAGUE OF CALIFORNIA CITIES 2022 MMBRSHP DUES-DESERT MTN 600.00 101 4200206 600.00 7425822 D1736 LEVEL 3 COMMUNICATIONS LLC 04/22-INTERNET/DATA 3,744.32 112 4315651 3,744.32 7425823 10643 LOGICALIS INC MOAH CDR CMPS-NASPO AGMT 6,908.74 112 4315291 6,908.74 7425824 10560 LOS ANGELES TIMES 03/22-GOODSTOCK ADVERTISING 1,500.00 101 4649575 1,500.00 PF-ADVERTISING 13,000.00 101 4649567 13,000.00 14,500.00 14,500.00
7425825 10283 LSY ENTERPRISE INC 03/22 ON-CALL TRAFFIC ENG SVCS 560.00 101 4771301 560.00 7425826 10997 MCDONALD, NICHOLAS EXPERIENCE THE AV EVENT TABLE 50.00 101 4643205 50.00 7425827 06966 MICHAEL BAKER INT'L INC AGMT RFQ 694-18/PROJECT 184421 6,322.50 101 4770316 6,322.50 7425828 D3578 MINUTEMAN PRESS FOD-BROCHURES(2500) 578.48 101 4649563 578.48 LCE-CALPINE PUSH NOTICES(210) 248.09 490 4250213 248.09 LCE-CALPINE PUSH NOTICES(108) 144.17 490 4250213 144.17 LCE-FULL COLOR ENVELOPES(3000) 634.74 490 4250213 634.74 PF-BROCHURES(1000) 420.84 101 4800253 420.84

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 2,026.32 2,026.32
7425829 C8147 MOORE IACOFANO GOLTSMAN, INC 01/22-PROFESSIONAL SVCS 5,592.50 101 4770301 217.50 349 4770770 5,375.00
02/22-PROFESSIONAL SVCS 2,335.00 101 4770301 543.75 349 4770770 1,791.25
7,927.50 7,927.50
7425830 11002 OLEA-MACIAS, GABRIEL CS-MODEL 150.00 101 4651251 150.00 7425831 06636 P & J ELECTRIC INC NSC-VANDALISM 1,053.82 101 4630460 1,053.82 7425832 05741 P P G ARCHITECTURAL FINISHES PAINT SUPPLIES 61.47 203 4752502 61.47 PAINT SUPPLIES 141.35 203 4752502 141.35 202.82 202.82
7425833 11001 PACHMAN, HANNA PF-READING-04/24/22 150.00 101 4649567 150.00 7425834 09229 PACIFIC WESTERN MILLWORKS PF-MASCOTS/PHOTO OP BOARDS 2,882.00 101 4205205 1,441.00 101 4649567 1,441.00
2,882.00 2,882.00
7425835 05998 PAVING THE WAY FOUNDATION CMMNTY SPPRT/GOOD CTZNSHP PRGM 520.00 101 4820301 520.00 7425836 10392 PEI IT-AZURE FNDTN SSO SVCS 125.00 112 4315302 125.00 7425837 05532 PLAYPOWER LT FARMINGTON INC TBP-SWING REPAIR 1,268.15 101 4631404 1,268.15 7425838 06160 PRIME TIME PARTY RENTALS PONCITLAN-TBLE/CHRS/TNT RNTL 641.00 101 4620251 641.00 7425839 05884 PSOMAS RFQ694-18, CAT 4 6,771.25 101 2185918 6,771.25 7425840 06607 PUMPMAN LLC 07/21-06/22 PUMP MTNC 7,599.00 484 4755409 7,599.00 07/21-06/22 PUMP MTNC 2,129.00 480 4755402 2,129.00 9,728.00 9,728.00
7425841 06313 R C BECKER & SON, INC CP21020 BLVD SATLLTE PRKNG RET 7,989.90 150 2100003 7,989.90 7425842 11007 SCHELL, GENEVA MOAH-FIGURE MODEL 100.00 101 4651251 100.00 MOAH-FIGURE MODEL 150.00 101 4651251 150.00 250.00 250.00
7425843 10608 SHARP PEST MANAGEMENT 03/22-PEST CONTROL(10) 500.00 101 4622682 500.00 7425844 05934 SHI INTERNATIONAL CORP IT-XEROX WORKCENTER 2,444.24 112 4315302 2,444.24 7425845 01816 SMITH PIPE & SUPPLY INC PBP-VALVE REPAIR 139.90 101 4631404 139.90 PW-IRRIGATION SUPPLIES 2,472.90 482 4636404 2,472.90 JRP-FERTILIZER 913.61 101 4631404 913.61 JRP-IRRIGATION SUPPLIES 120.72 101 4631404 120.72 JRP-LATERAL LINE REPAIR 262.59 101 4631404 262.59 3,909.72 3,909.72

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425846 A2089 SO CA EDISON-ACCTS REC 42404 1/4 26TH W-R15 LN EXTNSN 4,407.13 483 4754660 4,407.13 7425847 1907 SO CA GAS COMPANY 01/24-02/28/22 GAS SVC 30,918.15 101 4620655 1,438.92 101 4631655 7,427.86
101 4633655 16,490.19
101 4650655 3,224.51
101 4651655 1,788.43
101 4800403 408.59
306 4792655 139.65
30,918.15 30,918.15
7425848 10999 SONIA-WALLACE, BRIAN PF-READING-04/24/22 150.00 101 4649567 150.00 7425849 05703 SUPERIOR ALARM SYSTEMS CH-CHANGE DOOR GROUPS 165.00 101 4633402 165.00 7425850 C1223 THE LAMAR COMPANIES PF-TRUSS WRAPS 29,158.00 101 4649567 29,158.00 7425851 C5522 THOMSON REUTERS-WEST PMT CENTR03/22-INFORMATION CHARGES 1,214.40 101 4245301 1,214.40 03/22-INFORMATION CHARGES 580.94 101 4230301 580.94 1,795.34 1,795.34
7425852 2003 TIP TOP ARBORISTS, INC 04/22-TREE TRIM, REMOVAL, INST 12,480.00 203 4636267 12,480.00 04/22-TREE TRIM, REMOVAL 22,685.00 482 4636267 22,685.00 03/22-TREE TRIM, REMOVAL, INST 12,610.00 483 4636267 12,610.00 47,775.00 47,775.00
7425853 C4529 U S LEGAL SUPPORT CLAIM #059-20 291.53 113 4230303 291.53 CLAIM #059-20 329.53 113 4230303 329.53 CLAIM #059-20 381.28 113 4230303 381.28 1,002.34 1,002.34
7425854 31009 UNIVERSAL ELECTRONIC ALARMS MNTC YD-04/22 FIRE ALARM 27.00 203 4752301 27.00 MNTC YD-04/22 SECURITY ALARM 27.00 203 4752301 27.00

54.00 54.00
7425855 C3507 VASQUEZ, EDWIN PF-POETRY READING 150.00 101 4649567 150.00 7425856 04496 VULCAN MATERIAL WESTERN DIV COLD MIX 292.01 203 4752410 292.01 COLD MIX 160.26 203 4752410 160.26
COLD MIX 165.36 203 4752410 165.36
COLD MIX 113.42 203 4752410 113.42
731.05 731.05
7425857 31026 WAXIE SANITARY SUPPLY OMP-JANITORIAL SUPPLIES 119.20 101 4634406 119.20 7425858 10998 WRIGHT, BREEANNA PF-POETRY READING-04/24/22 150.00 101 4649567 150.00 7425859 1215 L A CO WATERWORKS 02/10-04/20/22 WATER SVCS 50,864.48 101 4631654 7,049.92 101 4633654 548.82
101 4634654 15,990.75
203 4636654 9,858.55

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 482 4636654 17,416.44
50,864.48 50,864.48
7425860 A8656 KIMLEY-HORN & ASSOCIATES INC AVENUE K INTERCHANGE 7,695.00 210 15BR004924 7,695.00 AVENUE M INTERCHANGE 880.00 210 15BR005924 880.00 AVENUE J INTERCHANGE 17,754.00 210 15BR007924 17,754.00 AVE M PS&E 31,742.50 210 15BR005924 31,742.50 AVE L PA & ED 9,327.50 210 15BR008924 9,327.50 LANCASTER LRSP 40,702.82 101 4771301 6,691.90 349 4771301 34,010.92
108,101.82 108,101.82
7425861 C7946 L A CO DEPT ANIMAL CARE&CONTRL 03/22-HOUSING COSTS 78,875.60 101 4820363 78,875.60 7425862 03527 L A CO FIRE DEPT FIRE IMPCT FEE-21/22 3RD QTR 155,591.17 101 2174000 163,535.76 101 3501100 244.42
101 3614100 (8,189.01)
155,591.17 155,591.17
7425863 10207 SULLY-MILLER CONTRACTING CO CP22655-2021 NGHBRHD IMPRVMNT 138,543.69 150 2100003 (7,291.77) 701 15ST079924 145,835.46
138,543.69 138,543.69
7425864 05956 ADVANCED PRINTING & GRAPHICS MOAH-VINYL 1,336.23 101 4653257 1,336.23 7425865 10365 AM CAFE, INC. SHOP MORE LANC-GFTCD-REIMB 1,060.00 101 4431307 1,060.00 7425866 09472 AZAR, JUDITH JA-PR DM-SAN FRAN-5/11-13/22 197.50 101 4220256 197.50 7425867 10336 BUBBAKOOS BURRITOS SHOP MORE LANC-GFTCD-REIMB 440.00 101 4431307 440.00 7425868 08754 CA MUNICIPAL COMPLNCE CNSLTNTS 04/22-PS-CONSULTING SVCS 43,691.80 101 4800301 43,691.80 7425869 D3337 COACH'S SPORTS BAR & GRILLE SHOP MORE LANC-GFTCD-REIMB 1,660.00 101 4431307 1,660.00 7425870 06789 CORBETT, JOCELYN JC-PR DM-CARSLBAD-05/04-06/22 259.00 101 4220256 259.00 7425871 10341 CORUCE VINEYARDS AND WINERY SHOP MORE LANC-GFTCD-REIMB 80.00 101 4431307 80.00 7425872 D0983 CRAZY OTTO'S DINER #3 SHOP MORE LANC-GFTCD-REIMB 900.00 101 4431307 900.00 7425873 D1032 CRAZY OTTOS DINER SHOP MORE LANC-GFTCD-REIMB 1,020.00 101 4431307 1,020.00 7425874 08890 DE LA CRUZ, LARISSA LD-PR DM-PALM DESERT-05/5-6/22 103.50 101 4220256 103.50 7425875 09542 DON SAL COCINA AND CANTINA SHOP MORE LANC-GFTCD-REIMB 800.00 101 4431307 800.00 7425876 11014 FLORES, MICHAEL MF-PR DM-LONG BEACH-5/10-12/22 185.00 101 4220256 185.00 7425877 C4447 GOODELL, VANCE VG-BOOT/PANT REIMBURSEMENT 105.59 203 4754220 105.59 7425878 07201 HALL JR, CHARLES 04/22-SPORTS OFFICIAL 391.00 101 4641308 391.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425879 D2532 L A CO PUBLIC HEALTH MS-BCKFLW CERT RENEWAL FEE 340.00 101 4635311 340.00 7425880 1215 L A CO WATERWORKS 02/17-04/27/22 WATER SVCS 14,269.14 203 4636654 771.92 482 4636654 13,497.22
14,269.14 14,269.14
7425881 09945 LA PAPILLON STEAK SEAFOOD INC SHOP MORE LANC-GFTCD-REIMB 980.00 101 4431307 980.00 7425882 10938 LMANA POKE & RAMEN SHOP MORE LANC-GFTCD-REIMB 600.00 101 4431307 600.00 7425883 07086 LUCKY LUKE BREWING COMPANY SHOP MORE LANC-GFTCD-REIMB 2,440.00 101 4431307 2,440.00 7425884 A2234 MARIE CALLENDARS SHOP MORE LANC-GFTCD-REIMB 1,040.00 101 4431307 1,040.00 7425885 D1128 MAXDONS BAR & GRILL SHOP MORE LANC-GFTCD-REIMB 2,720.00 101 4431307 2,720.00 7425886 09372 MELENDEZ, ROBERTO RM-PR DM-SAN FRAN-05/11-13/22 197.50 101 4220256 197.50 7425887 10353 MR WOK RESTAURANT CORP SHOP MORE LANC-GFTCD-REIMB 280.00 101 4431307 280.00 7425888 10377 NAYA REST INC DBA DENNYS 7931 SHOP MORE LANC-GFTCD-REIMB 760.00 101 4431307 760.00 7425889 11015 NEXTGEN TECH LLC SHOP MORE LANC-GFTCD-REIMB 400.00 101 4431307 400.00 7425890 A7221 P E R S LONG TERM CARE PROGRAM LONG TERM CARE PREM-PP 9/2022 634.69 101 2170200 634.69 7425891 03154 SO CA EDISON 02/04-03/30/22 ELECTRIC SVC 3,397.81 203 4754652 3,007.25 483 4754660 390.56
3,397.81 3,397.81
7425892 03154 SO CA EDISON 03/22-04/26/22 ELECTRIC SVC 10,495.92 101 4632652 4,452.84 101 4633652 2,185.69
101 4650652 2,857.59
101 4790902 662.98
483 4754660 336.82
10,495.92 10,495.92
7425893 1907 SO CA GAS COMPANY 03/23-04/27/22 GAS SVC 10,329.87 101 4620655 310.98 101 4631655 4,671.20
101 4633655 4,026.15
101 4634655 156.39
101 4635655 145.52
101 4650655 687.53
101 4651655 281.63
101 4800403 50.47
10,329.87 10,329.87
7425894 10601 THE KINKEAD ENTERTAINMENT AGEN DEP-CHEVEL SHEPHERD-06/18/22 7,500.00 101 4650318 7,500.00 7425895 05332 VINCE'S PASTA AND PIZZA WEST SHOP MORE LANC-GFTCD-REIMB 1,200.00 101 4431307 1,200.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425896 08760 YESETA, SYDNEY SY-PR DM-LONG BEACH-5/10-12/22 185.00 101 4220256 185.00 7425897 08290 4WALL ENTERTAINMENT INC STAGE EQPMNT RNTL-A PHANTOMS 3,508.00 101 4650602 3,508.00 7425898 A9444 A V COMMUNITY CONCERTS ASSN TCKT PRCD-VIENESS PIANO DUO 819.77 101 2107000 2,071.20 101 3405127 (1,222.00)
101 3405302 (29.43)
819.77 819.77
7425899 C0077 A V E K NSC-BACTERIOLOGICAL TESTING 40.00 101 4635301 40.00 7425900 03854 A V JANITORIAL SUPPLY 44381 STNDRDG-HOTPNT DSHWSHR 534.71 101 4622682 534.71 473057 39TH W-HP GAS DRYER 760.73 101 4622682 760.73 1,295.44 1,295.44
7425901 05449 ACCELA, INC CM-ACCELA ANNUAL AGRMNT (7,400.00) 112 4315302 (7,400.00) VELOSIMO LASERFICHE CONNECTOR 12,000.00 112 4315302 12,000.00 4,600.00 4,600.00
7425902 C8745 ADVANCE ELECTRIC NSC-LIGHT REPAIR 550.00 101 4635402 550.00 7425903 06352 AGILITY RECOVERY SOLUTIONS 04/22-READY SUITE 698.25 112 4315302 698.25 7425904 C8962 ALTA LANGUAGE SERVICES, INC LISTENING/SPEAKING TEST 68.00 101 4220301 68.00 7425905 D3147 AMERICAN PLUMBING SERVICES,INC OMP-MAIN LINE REPAIR 3,840.00 101 4634404 3,840.00 OMP-BULLFROG REPAIR 154.50 101 4634402 154.50 3,994.50 3,994.50
7425906 D3517 AMERICASPRINTER.COM PF-BROCHURES 1,869.54 101 4649567 1,869.54 7425907 07112 AV ACTION AIR INC LMS-WALK-IN REFRIGERATOR REPR 3,800.00 101 4632402 3,800.00 7425908 04151 AXES FIRE INC FIRE EXTINGUISHER RECHARGE(14) 210.00 111 4753207 210.00 7425909 01863 BAVCO FEBCO REPAIR KITS 177.46 482 4636404 177.46 7425910 06351 C T WEST, INC UPGRADE TRAFFIC MNGMNT SFTWR 3,166.38 209 11BS027924 934.08 321 11BS027924 2,232.30
UPGRADE TRAFFIC MNGMNT SFTWR 6,321.74 209 11BS027924 1,864.91 321 11BS027924 4,456.83
UPGRADE TRAFFIC MNGMNT SFTWR 9,294.08 209 11BS027924 2,741.76 321 11BS027924 6,552.32
18,782.20 18,782.20
7425911 C0914 CAMPBELL II, EDWARD LEE 04/22-SPORTS OFFICIAL 460.00 101 4641308 460.00 7425912 06020 CANON FINANCIAL SERVICES, INC COMM CNTR-04/22-COPIER LEASE 19.76 101 4410253 19.76 7425913 04636 CAYENTA/N HARRIS COMPUTER CORP05/22-CMS 5,458.00 112 4315302 38.00 112 4315302 5,420.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 5,458.00 5,458.00
7425914 11011 CITY OF WHITTIER GEM SFTWR LICENSE FEE-ELCTN 10,000.00 101 4210262 10,000.00 7425915 C2185 CLARK PEST CONTROL CH-COVID 19 CLEAN & DISINFECT 880.00 101 4431301 880.00 7425916 C0054 COLE-ROUS, JOHN 04/22-SPORTS OFFICIAL 345.00 101 4641308 345.00 7425917 11008 CONSTANTINE, BRENDAN NEIL PF-POETRY READING-04/24/22 150.00 101 4649567 150.00 7425918 10983 COOKSEY'S LIFEGRD AND SWIM LLC 04/22-LIFEGUARD HOURS 1,636.06 101 4642301 1,636.06 7425919 00794 CORRALES, RUDY 04/22-SPORTS OFFICIAL 253.00 101 4641308 253.00 7425920 05147 CROSSTOWN ELECTRICAL & DATA TRBLSHT WRLSS LNK/INVSTGTN 3,640.00 203 4754460 3,640.00 DAMAGED FIBER RPR-AVE J/KINGTR 2,602.49 203 4754460 2,602.49 6,242.49 6,242.49
7425921 00414 DESERT LOCK COMPANY CH-KEYS(8) 45.49 101 4633403 45.49 CH-SCI DND 2.20 101 4633403 2.20

47.69 47.69
7425922 05665 EGGERTH, DARRELL 04/22-SPORTS OFFICIAL 460.00 101 4641308 460.00 7425923 09614 ENCOMPASS CONSULTANT GROUP INCCP23011-35TH ST W-STREET IMPRV 9,013.25 206 12ST043924 9,013.25 7425924 C9406 ESTES, MAURICE 04/22-SPORTS OFFICIAL 46.00 101 4641308 46.00 7425925 D3240 FASTENAL COMPANY PARCS-SUPPLIES 11,557.01 101 4431295 1,638.04 101 4630460 80.04
101 4631406 3,353.26
101 4632406 866.14
101 4633403 545.76
101 4633406 17.00
101 4634406 3,690.89
101 4635404 636.14
101 4635406 549.34
101 4649575 61.59
101 4650403 118.81
11,557.01 11,557.01
7425926 D1793 FISH WINDOW CLEANING COMM CNTR-WINDOW CLEANING 303.00 101 4620403 303.00 7425927 10995 GARRETT TRANSPORT LLC LOWBOY TRAILER DELIVERY 4,157.42 484 4753753 4,157.42 7425928 10187 GFGOJ INC ADS-KRAJ 100.9(32)-05/01-29/22 340.00 101 4205205 340.00 7425929 10996 GIS PLANNING, INC IT-ZOOM TOURS SOFTWARE 5,000.00 101 4790340 5,000.00 7425930 10888 GONZALEZ PROPERTY SVCS 43028 GUYMAN-REPAIR WHLCHR RMP 685.00 101 4622682 685.00 454304 5TH ST-WLDNG/WALL REPR 650.00 101 4622682 650.00 ZELDAS-PIGEON WIRE REPAIR 485.00 101 4650402 485.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount MTNC YD-ROOF LEAK REPAIR 985.00 203 4752402 985.00 MTNC YD-SANITIZING/DISINFCTNG 985.00 101 4431301 985.00 STP-GRAFFITI REMOVAL 685.00 101 4630460 685.00 RDP-DRINKING FOUNTAIN REPAIR 460.00 101 4634402 460.00 OMP-PLAYGROUND REPAIRS 685.00 101 4634402 685.00 MLS-FIRE LAIN REPAIR/PAINT 985.00 101 4633402 985.00 MLS-SANITATION/PRESSURE WASH 975.00 101 4633402 975.00 MTNC YD-SANITIZING/DISINFCTNG 985.00 101 4431301 985.00 COMM CNTR-FLOOR CLEANING 950.00 101 4633402 950.00 MTNC YD-RESTROOM REPAIRS 675.00 203 4752402 675.00 MTNC YD-SANITIZING/DISINFCTNG 553.00 203 4752402 553.00 HP-LIGHT REPAIR 990.00 101 4634402 990.00 OMP-LIGHT COVER WELD 365.00 101 4634402 365.00 AHP-DOG PARK FENCE REPAIR 465.00 101 4631402 465.00 COMM CNTR-LED LIGHTS/MTRLS 825.00 101 4633402 825.00 MTNC YD-SANITIZING/DISINFCTNG 985.00 101 4431301 985.00 SKT-GRAFFITI REMOVAL/VANDALISM 650.00 101 4630460 650.00 SKT-VANDALISM-LATCH REPAIR 485.00 101 4630460 485.00 EDP-VANDALISM-LATCH REPAIR 380.00 101 4630460 380.00 PAC-FAUCET FOR JANITORIAL CLST 995.70 101 4650402 995.70 44381 STNDRDG-DISH WASHER RPLC 380.00 101 4622682 380.00 OMP-BENCH REPAIRS-FIELD ONE 985.00 101 4634402 985.00 OMP-RESTROOM REPAIR 890.00 101 4634402 890.00 OMP-BENCH REPAIRS-FIELD TWO 990.00 101 4634402 990.00 43057 39TH W-DRYER RPLCMNT 395.00 101 4622682 395.00 JRP-RESTROOM PARTITIONS INSTLL 990.00 101 4631402 990.00 SKT-VANDALISM-GRAFFITI REMOVAL 685.00 101 4630460 685.00 JRP-VANDALISM-RESTROOM REPAIR 690.00 101 4630460 690.00 MTNC YD-SANITIZING/DISINFCTNG 985.00 101 4431301 985.00 23,873.70 23,873.70
7425931 03430 GRAINGER MTNC YD-HARD HAT 1,392.46 203 4752501 1,392.46 MTNC YD-LEATHER GLOVES 469.68 203 4752501 469.68 1,862.14 1,862.14
7425932 11012 GREEN, PEGGY DIANE RMB-TOW FEE-922-0630-1133-735 80.00 101 4820301 80.00 7425933 09882 GROUPE SHAREGATE INC 04/22-04/23-SHAREGATE-LICENSE 4,495.00 112 4315302 4,495.00 7425934 00822 H W HUNTER, INC EQ3307-HANDLE 64.08 111 4753207 64.08 7425935 02585 HARRELL, BARON 04/22-SPORTS OFFICIAL 460.00 101 4641308 460.00 7425936 09095 HDL COREN & CONE 04/22-06/22-PROPERTY TAX SVCS 5,562.50 101 4432301 5,562.50 7425937 D3626 INLAND EMPIRE REG CMPSTNG AUTH OMP-COMPOST 1,201.25 101 4634404 1,201.25 7425938 09070 INSIGHT NORTH AMERICA LLC 03/22-INVESTMENT ADVISORY SRVC 2,885.84 101 3501110 2,885.84 7425939 09083 INT'L BUSINESS MACHINES CORP INNOVATION PLATFORM-OPS/MAINT 3,400.84 490 4791301 3,400.84 7425940 A2594 INTERSTATE BATTERY SYS OF A V NSC-BATTERY-EQ5795 112.54 101 4635207 112.54

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount BATTERIES 240.59 111 4753207 240.59
NSC-BATTERY-EQ5835 72.93 101 4635207 72.93 426.06 426.06
7425941 D1903 KERN MACHINERY INC-LANCASTER EQ1514-SPRING 10.28 111 4753207 10.28 7425942 05301 KIMBALL MIDWEST PAINT-TRAFFIC SIGNAL-YEAR 4 2,704.22 203 4754461 2,704.22 7425943 03575 LANCASTER AUTO INTERIORS EQ3833-SEAT REPAIR 388.59 111 4753207 388.59 7425944 10349 LANCASTER TEA BOX CAFE SHOP MORE LANC-GFTCD-REIMB 1,240.00 101 4431307 1,240.00 7425945 10643 LOGICALIS INC CH-WIRELESS PROJECT INITIATION 9,145.30 112 4315302 9,145.30 7425946 04351 LYN GRAFIX PF-SOUVENIR ITEMS-SHIRTS/MUGS 14,208.42 101 4649567 14,208.42 7425947 09314 M & L ENTERPRISES PAC-MARKETING SVCS-04/22 1,875.00 101 4650301 1,875.00 7425948 06431 MACKAY COMMUNICATIONS, INC CODE ENF-ISAT PHONE CHARGES 1,223.96 101 4245350 1,223.96 CODE ENF-ISAT PHONE CHARGES 806.62 101 4245350 806.62 2,030.58 2,030.58
7425949 1385 MC CORMICK DIESEL & BRAKE EQ3779 7,022.08 111 4753207 7,022.08 7425950 10982 MOMENTIVE INC 05/22-4/23-SURVEY MNKY SBSCPTN 7,000.00 112 4315302 7,000.00 7425951 01184 MONTE VISTA CAR WASH CAR WASHES 391.00 111 4753207 391.00 7425952 05773 MORRISON WELL MAINTENANCE NSC-03/22-BACTERIOLOGICAL TST 200.00 101 4635301 200.00 7425953 08562 NAPA AUTO PARTS EQ3783-P-LUCK (5) 69.62 111 4753207 69.62 EQ3315, AIR, OIL FILTER 117.25 111 4753207 117.25 EQ3772-AIR, OIL FILTER 143.94 111 4753207 143.94 EQ3772-AIR, HYDRAULIC FILTER 143.40 111 4753207 143.40 EQ5849-SPARK PLUG 4.92 111 4753207 4.92 EQ3772-FUEL FILTER 12.61 111 4753207 12.61 EQ5849-AIR, FUEL, OIL FILTERS 32.19 111 4753207 32.19 EQ7516-OIL, AIR FILTER 35.57 111 4753207 35.57 BEAD-EZE/APPLICATOR 35.46 111 4753214 35.46 LED FLASHLIGHT 99.21 111 4753208 99.21 EQ3763-BRAKE ROTOR 477.45 111 4753207 477.45 EQ3763-BRAKE SHOES 112.06 111 4753207 112.06 EQ2300 OIL FILTERS 7.10 111 4753207 7.10 EQ3999-HOSE SPLICER 2.38 111 4753207 2.38 WHITE GLUE 8.26 111 4753214 8.26
EQ5837-OIL, AIR FILTERS 28.65 111 4753207 28.65 1,330.07 1,330.07
7425954 09464 NEXTRAQ LLC 4/15 MONTHLY CHARGES 2,377.05 111 4753207 2,377.05 7425955 05741 P P G ARCHITECTURAL FINISHES PAINT SUPPLIES 37.56 101 4653257 37.56 PAINT SUPPLIES 35.39 203 4752502 35.39

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount PAINT SUPPLIES 248.61 101 4653257 248.61 321.56 321.56
7425956 06984 PACIFIC DESIGN & INTEGRATION 04/22-BROADCAST MANAGER SVC 1,700.00 112 4315301 1,700.00 7425957 08930 PAVEMENT ENGINEERING INC REVIVE 25 PVMNT MNGMNT PRGRM 942.50 701 15SW018924 942.50 REVIVE 25 PVMNT MNGMNT PRGRM 7,467.50 701 12ST047924 7,467.50 REVIVE 25 PVMNT MNGMNT PRGRM 1,087.50 701 15SW018924 1,087.50 9,497.50 9,497.50
7425958 05998 PAVING THE WAY FOUNDATION CMMNTY SPPRT/GOOD CTZNSHP PRGM 520.00 101 4820301 520.00 7425959 A2220 PESTMASTER SERVICES, LP WEEDS-PRE-EMERGENT SVC 921.52 484 4752266 921.52 WEEDS-PRE-EMERGENT SVC 1,190.60 484 4752266 1,190.60 WEEDS-PRE-EMERGENT SVC 1,876.39 484 4752266 1,876.39 WEEDS-PRE-EMERGENT SVC 1,000.10 484 4752266 1,000.10 WEEDS-PRE-EMERGENT SVC 952.48 484 4752266 952.48 5,941.09 5,941.09
7425960 11013 PETTY, PETER K REIMB-FTB PAYMENT-04/16/22 67.00 101 4820301 67.00 7425961 10985 PLACER LABS INC ANALYTICS SBSCRPTN-04/22-04/23 28,000.00 101 4790340 28,000.00 7425962 07287 PRINTING BOSS BUSINESS CARDS 259.09 101 4200251 65.05 101 4205251 65.05
203 4752259 128.99
259.09 259.09
7425963 10357 PUEBLO VIEJO RESTAURANT REIMBURSE-TAKE OUT/CHILL GFTCD 240.00 101 4431307 240.00 7425964 06607 PUMPMAN LLC PAC-SUMP PUMP MAINTENANCE 4,238.00 101 4650403 4,238.00 7425965 07126 QUADIENT LEASING USA INC 05/28-08/27/22 LEASE PAYMENT 1,271.98 101 2175000 (36.27) 101 4600211 1,308.25
1,271.98 1,271.98
7425966 05864 QUINN COMPANY EQ3764-(4) PIN FLEX 17.55 111 4753207 17.55 EQ3850-(2) CUTTING EDGE 465.20 111 4753207 465.20 482.75 482.75
7425967 2601 REPRO-GRAPHIC SUPPLY HP PRINTER INK(11) 1,063.46 101 4410253 1,063.46 7425968 10987 RESIDENCE INN LANCASTER PAC-LDG-04/14-16/22 617.16 101 4650257 617.16 7425969 07507 RESOURCE BUILDING MATERIALS MANHOLE REPAIRS 534.50 480 4755410 534.50 7425970 10977 RONALD CHATTERS III REIMB-LOWES/WLGRNS-FLOWERS 89.25 101 4820304 89.25 7425971 D3947 S G A CLEANING SERVICES 1102 H5-KITCHEN DOOR REPAIRS 335.00 101 4622682 335.00 422 LANDSFORD-KITCHEN DRWR RPR 325.00 101 4622682 325.00 660.00 660.00

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425972 C3064 SANTOS, RENALDO 04/22-SPORTS OFFICIAL 828.00 101 4641308 828.00 7425973 09863 SELBERT PERKINS DESIGN (CA) 03/22-CH SIGNAGE WAYFINDING/PM 10,250.00 109 4100355 10,250.00 03/22-MED MAINSTREET BRND DEV 4,200.00 101 4205301 4,200.00 14,450.00 14,450.00
7425974 07139 SITEONE LANDSCAPE SUPPLY LLC OMP-RYEGRASS SEED BLEND 1,909.46 101 4634404 1,909.46 MTNC YD-BRASS NIPPLE EAG 321.89 482 4636404 321.89 2,231.35 2,231.35
7425975 01816 SMITH PIPE & SUPPLY INC NSC-IRRIGATION 1,061.71 101 4635404 1,061.71 OMP-SPRINKLERS 836.27 101 4634404 836.27 OMP-SOLENOID 86.70 101 4634404 86.70
NSC-IRRIGATION 800.99 101 4635404 800.99 NSC-VALVE BOX 17.19 101 4635404 17.19 LUC-IRRIGATION PARTS 19.70 101 4633404 19.70 LUC-IRRIGATION PARTS 173.93 101 4633404 173.93 LUC-IRRIGATION PARTS 20.56 101 4633404 20.56 3,017.05 3,017.05
7425976 A6479 TAFT ELECTRIC COMPANY RPLC POLE-AVE M/20TH W 6,186.72 203 4754460 6,186.72 REPAIR CONDUIT-AVE J UNDERPASS 11,932.38 483 4754660 11,932.38 RPLC DMGD PPB-AVE I/VLLY CNTRL 1,595.24 203 4754460 1,595.24 PW-POT HOLE EMRGENCY WORK 3,050.51 483 4754460 3,050.51 PW-POLE INTLL-21ST/ELM 2,965.21 483 4754460 2,965.21 25,730.06 25,730.06
7425977 D2568 TESLA, INC CH-03/22(73507.36 KWH) 7,350.74 101 4633652 7,350.74 MTNC YD-03/22(44797.68 KWH) 4,479.77 101 4633652 4,479.77 PAC-03/22(27156.48 KWH) 2,715.65 101 4650652 2,715.65 LMS-03/22(41788.72 KWH) 4,178.87 101 4632652 4,178.87 18,725.03 18,725.03
7425978 10943 THINKSPACE GALLERY MOAH-PERMANENT CLLCTN ACQSTN 5,235.50 101 4651251 5,235.50 MOAH-PERMANENT CLLCTN ACQSTN 4,410.00 101 4651251 4,410.00 9,645.50 9,645.50
7425979 04239 TIM WELLS MOBILE TIRE SERVICE EQ3826 1,234.03 111 4753207 1,234.03 EQ3394 185.29 111 4753207 185.29
EQ3790 38.74 111 4753207 38.74
EQ3838 20.00 111 4753207 20.00
EQ1520 20.00 111 4753207 20.00
EQ3365 143.23 111 4753207 143.23
EQ5844-REPAIR 20.00 111 4753207 20.00 EQ5629-FLAT REPAIR 20.00 111 4753207 20.00 EQ7612-REPAIR 20.00 111 4753207 20.00 EQ3820 TIRE 241.38 111 4753207 241.38
EQ2300 TIRE 344.30 111 4753207 344.30
2,286.97 2,286.97
7425980 03641 UNITED REFRIGERATION MOAH/CDR-HVAC PARTS 56.19 101 4651403 56.19

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425981 05551 UNITED SITE SRVCS OF CA,SO DIV FENCE RNTL-04/15-05/12/22 61.74 101 4633301 61.74 7425982 31009 UNIVERSAL ELECTRONIC ALARMS CMTY CTR-FIRE ALARM-QUARTERLY 164.85 101 4620301 164.85 CMTY CTR-SECURITY ALARM-QRTRLY 120.00 101 4620301 120.00 NSC/W-SEC ALARM-QUARTERLY 111.00 101 4635301 111.00 CDR ST-SECURITY ALARM 111.00 101 4633301 111.00 NSC/W-FIRE ALARM-QUARTERLY 168.00 101 4635301 168.00 PAC-FIRE ALARM-QUARTERLY 168.00 101 4633301 168.00 MOAH-SECURITY ALARM-QUARTERLY 81.00 101 4633301 81.00 WH-SECURITY ALARM-QUARTERLY 81.00 101 4633301 81.00 TBP-SEC ALARM-QUARTERLY 81.00 101 4631301 81.00 STP-SECURITY ALARM-QUARTERLY 81.00 101 4635301 81.00 NSC/E-SEC ALARM-QUARTERLY 81.00 101 4635301 81.00 MOAH-SECURITY ALARM-QUARTERLY 81.00 101 4633301 81.00 CH-SEC & FIRE ALARM-QUARTERLY 81.00 101 4633301 81.00 PAC-SECURITY ALARM-QUARTERLY 81.00 101 4633301 81.00 LUC-QUARTERLY-SECURITY ALARM 81.00 101 4633301 81.00 LUC-QUARTERLY-FIRE ALARM 75.00 101 4633301 75.00 1,646.85 1,646.85
7425983 C3507 VASQUEZ, EDWIN PF-PHOTO OP BOARDS 600.00 101 4205205 300.00 101 4649567 300.00
600.00 600.00
7425984 C2434 VINSA INSURANCE ASSOCIATES PF-AMRCN SPCLTY-EFF 4/18-24/22 20,311.00 101 4649567 20,311.00 7425985 04496 VULCAN MATERIAL WESTERN DIV COLD MIX 279.79 203 4752410 279.79 7425986 06209 WAGEWORKS 04/22-FSA ADMIN FEES 536.92 101 2170213 536.92 7425987 05087 WALSMA OIL COMPANY HYD OIL 633.57 111 4753214 633.57 7425988 31026 WAXIE SANITARY SUPPLY OMP-JANITORIAL SUPPLIES 143.24 101 4634406 143.24 PARCS-JANITORIAL SPPLS/EQPMNT 11,369.07 101 4650406 11,369.07 11,512.31 11,512.31
7425989 D0298 WILLDAN FINANCIAL SERVICES ARBTRG FEE-2017 TX ALLCTN BND 2,250.00 991 4240962 2,250.00 7425990 10864 WINCO FOODS, LLC SHOP MORE LANC-GFTCD-REIMB 24,180.00 101 4431307 24,180.00 7425991 VOID
7425992 D3242 ZIMMER, DANIEL 04/22-SPORTS OFFICIAL 736.00 101 4641308 736.00 7425993 2501 ZUMAR INDUSTRIES, INC MTNC YD-CERAMIC MERKER/FLASHR 5,254.43 203 4754454 2,415.16 203 4754456 2,839.27
5,254.43 5,254.43
7425994 04380 BOWE CONTRACTORS, INC CDP 21-08 CITY HALL RENOVATION 357,897.83 150 2100003 (18,836.72) 701 11BS019924 376,734.55
357,897.83 357,897.83

City of Lancaster Check Register
From Check No.: 7425512 - To Check No.: 7425998
Printed: 5/10/2022 10:56 From Check Date: 04/17/22 - To Check Date: 05/07/22 Check No Supplier Supplier Name Invoice Description Invoice Amt Charge Code GL Amount 7425995 08839 DUKE ENGINEERING AND ASSOCS CH RENOVATION PROJECT 147,000.00 701 11BS019924 147,000.00 7425996 A8656 KIMLEY-HORN & ASSOCIATES INC CP20006-LANCASTER HEALTH DISTR 18,207.50 203 15ST058924 17,232.50 209 15ST058924 578.18
321 15ST058924 396.82
CP20006-LANCASTER HEALTH DISTR 60,081.63 203 15ST058924 22,660.00 209 15ST058924 22,191.03
321 15ST058924 15,230.60
78,289.13 78,289.13
7425997 06429 STANTEC CONSULTING SRVCS INC CP21021-CHALLENGER SD 30,697.00 220 17SD031924 30,697.00 CP21021-CHALLENGER SD 26,250.00 220 17SD031924 26,250.00 CP21021-CHALLENGER SD 15,413.00 220 17SD031924 15,413.00 72,360.00 72,360.00
7425998 09665 TERRACARE ASSOCIATES, LLC IRRIGATION REPAIR 150.00 482 4636404 150.00 ACCIDENT CLEAN-UP 270.00 482 4636462 270.00 IRRIGATION REPAIR 300.00 203 4636404 300.00 FIRE CLEAN-UP 855.00 482 4636462 855.00 04/22-LMD MAINTENANCE 58,398.71 482 4636402 58,398.71 04/22-PERIMETER AREAS MTNC 18,373.48 203 4636264 18,373.48 04/22-BP-MONTHLY MAINTENANCE 3,266.05 482 4636401 3,266.05 81,613.24 81,613.24
Chk Count 487 Check Report Total 3,091,846.87

CC 4
05/24/22
JC

STAFF REPORT
City of Lancaster
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: George N. Harris II, Finance Director
Subject:Monthly Report of Investments – April 2022
Recommendation:

Accept and approve the April 2022 Monthly Report of Investments as submitted.

Fiscal Impact:

None
Background:

Each month, the Finance Department prepares a report listing the investments for all separate entities under the jurisdiction of the City as identified in the City’s Comprehensive Annual Financial Report.

Portfolio Recap
Yield:

April 2022 March 2022
Total Portfolio 0.87% 0.83%
Local Agency Investment Fund 0.52% 0.37%
Total Portfolio Balance: $105,448,417 $104,254,317 The portfolio balance increased from March to April by $1,194,100 or 1.17%. Significant revenues for April included $5,569,088 Property Taxes, $2,078,027 Sales & Use Tax, $1,966,619 Transportation Grants, $1,402,971 Measure LC, and $557,705 Proposition A & C. The largest City expenditures were $4,872,750 LA County Sheriff for January and February 2022 law enforcement service, $3,658,520 Payroll & Benefits and $1,817,246 Capital Projects.

The City’s temporary idle cash, those funds that are not immediately needed to pay current bills and not governed by bond indentures or bond resolutions, is invested in accordance with the City’s adopted Investment Policy. This policy is reviewed regularly by the City Council, with the latest policy adopted February 13, 2018, by Resolution No. 18-06. 9 0
2 The City's cash management system is designed to accurately monitor and forecast expenditures and revenues, thus enabling the City to invest funds to the fullest extent possible within the guidelines of this Investment Policy. The City attempts to achieve the highest yield obtainable through a diversified portfolio only after meeting the criteria established for safety and liquidity in that order. The principal investment objectives of the City are:

1. Preservation of capital and protection of investment principal;

2. Maintenance of sufficient liquidity to meet anticipated cash flows;

3. Attainment of a market rate of return;

4. Diversification to avoid incurring unreasonable market risks, and;

5. Compliance with the City’s Municipal Code and with all applicable City resolutions, California statutes and Federal regulations.

The City’s portfolio is a short-term and intermediate-term fixed income portfolio. The maximum maturity of any investment is 5 years, with consideration of anticipated cash flow requirements and known future liabilities. The City contracts with an investment advisory service (Insight Investment) to assist in the effort to maximize the returns of the City portfolio. The City’s investments include publicly traded Treasury notes, Treasury Bills, Federal Agency Investments, Time Deposits, and Local Agency Investment Fund (LAIF) under the auspices of the State Treasurer for investment. Funds invested in LAIF are available within 24 hours, and other investments are available upon maturity at full face value. These investments enable the City to meet its expenditure requirements for the next six months, as required by state law.

The City’s investment procedures are governed by Sections 53600 et. seq. of the California Government Code. Additional requirements have been placed on the City’s authorized investments by the Investment Policy (a copy is available in the Finance Department or from the City Clerk), and all investments listed on the attached report adhere to these requirements.

GH:ma
Attachment:

Monthly Report of Investments
Interest Rate Amount Total
City of Lancaster
Wells Fargo Bank $30,893,904
City of Lancaster Account 0.00% $30,893,904
U S Bank - Safekeeping $42,124,471
US Treasury Notes 1.67% $17,267,941
Federal Government Agencies 1.46% $11,881,587
Corporate Securities 2.82% $8,116,356
Municipal/Provincial Bonds 1.09% $4,777,997
Cash & Equivalents 0.00% $80,590
Chase Bank $150,965
Certificate of Deposit 0.01% $150,965
Local Agency Investment Fund (L.A.I.F.) 0.52% $21,881,975 $21,881,975 Successor Agency for the Lancaster Redevelopment Agency Local Agency Investment Fund (L.A.I.F.) 0.52% $10,397,102 $10,397,102 Total Pooled Portfolio $105,448,417
Weighted Average 0.87%
Interest Rate Amount Total
River City Bank $5,641,565
Lancaster Choice Energy LockBox Account 0.00% $4,983,745 CCEA Operating Account 0.00% $657,820
The Bank of New York Mellon Trust Company, N.A. $1,483,822 LRA & LA County Escrow Account - Government Bonds 0.00% $1,483,822 US Bank $61,282,485
LRA Combined 2004 Fire Protection Facilities Project Bonds 0.18% $865,574 LRA Combined 2004 Sheriff Facilities Prjct Refunding Bonds 0.18% $1,815,606 LPA Solar Renewable Energy Issue of 2021 0.01% $12,659
SA Combined Project Areas Refunding Bonds 2015A & B 0.18% $13 SA Combined Project Areas Refunding Bonds 2016 A-1 & A-2 0.18% $15 SA Combined Project Areas Refunding Bonds 2016B 0.18% $6 LFA 2016 Assessment Revenue Bonds (Streetlights Acquisition) 0.18% $1 LFA LRB 2018 Construction and Improvements 0.18% $2,394,546 LFA 2018 Lease Revenue Bonds 0.18% $561,691
LFA LRB 2019 Street Improvements 0.18% $55,632,374
Total Restricted Cash/Investments Held in Trust $61,282,485 Total Restricted Cash/Investments Held in Trust (note 4) $68,407,872 All investments are authorized pursuant to and consistent with the investment policy of the City of Lancaster. Policy adopted 02/13/18 under resolution number 18-06.

George N. Harris II
Finance Director

ATTACHMENT A

CITY OF LANCASTER

MONTHLY REPORT OF INVESTMENTS
30-Apr-22
City of Lancaster
Cash Balances by Fund
April 30, 2022
Fund No. Fund Name Ending Balance Fund No. Fund Name Ending Balance 101 GENERAL FUND 41,357,138 $ 323 STATE GRANT - STPL (26,890) $ 104 CAPITAL REPLACEMENT FUND 136,560 $ 324 STATE GRANT - OTS (0) $ 106 COMMUNITY SERVICES FOUNDATION 121,301 $ 330 STATE GRANT RECYCLING 171,732 $ 109 CITY SPECIAL RESERVES FUND 17,750,523 $ 331 STATE GRANT - OIL RECYCLING 24,072 $ 111 FLEET INTERNAL SERVICE FUND 437,869 $ 349 MISC STATE GRANTS (351,697) $ 112 IT INTERNAL SERVICE FUND (732,382) $ 361 CDBG (382,097) $ 113 GEN LIAB INTERNAL SERVICE FUND 2,086,900 $ 363 NBRHD STABILIZATION PRGM 2,635,954 $ 150 CAPITAL PROJECTS FUND - CITY 3,066,595 $ 364 HPRP-HOMELESS PREV & RAPID REH - $ 203 GAS TAX (1,553,029) $ 391 LANCASTER HOME PROGRAM 1,014,209 $ 204 AQMD (62,711) $ 399 FEDERAL MISCELLANEOUS GRANTS (2,023,109) $ 205 PROP 1B 5,985 $ 401 AGENCY FUND 53,255 $ 206 TDA ARTICLE 8 FUND (1,489,883) $ 402 PERFORMING ARTS CENTER - $ 207 PROP "A" TRANSIT FUND 4,572,685 $ 404 GRANTS FUND - $ 208 TDA ARTICLE 3 BIKEWAY FUND (170,165) $ 408 X-AEROSPACE GRANTS FUND - $ 209 PROPOSITION "C" FUND 7,780,525 $ 456 STILL MEADOW LN SWR ASSMNT DST 22,299 $ 210 MEASURE R FUND (1,040,400) $ 480 SEWER MAINT FUND 4,481,252 $ 211 MEASURE M FUND 2,805,025 $ 482 LANDSCAPE MAINTENANCE DISTRICT 1,350,638 $ 212 MEASURE A FUND (129,188) $ 483 LIGHTING MAINTENANCE DISTRICT 4,655,269 $ 213 PARKS DEVELOPMENT FUND 919,754 $ 484 DRAINAGE MAINTENANCE DISTRICT 2,191,461 $ 217 SIGNALS - DEVELOPER FEES FUND 2,681,575 $ 485 RECYCLED WATER FUND 19,457 $ 220 DRAINAGE - DEVELOPER FEES FUND 10,445,624$ 486 LANCASTER POWER AUTHORITY 4,417,242 $ 224 BIOLOGICAL IMPACT FEE FUND 834,044 $ 490 LANCASTER CHOICE ENERGY (2,409,067) $ 226 USP - OPERATION 2,569 $ 491 CALIFORNIA CHOICE ENERGY AUTH 89,751 $ 227 USP - PARKS 2,144,770 $ 701 LANCASTER FINANCING AUTHORITY (41,373,164) $ 228 USP - ADMIN 70,483 $ 810 ASSESSMENT DISTRICT FUND 154,596 $ 229 USP - CORP YARD 195,901 $ 811 AD 93-3 - $ 230 MARIPOSA LILY FUND 62,733 $ 812 AD 92-101 202 $ 232 TRAFFIC IMPACT FEES FUND 1,464,537 $ 830 CFD 89-1 EASTSIDE WATER FUND 23,537 $ 233 DEVELOPER IN LIEU 106,700 $ 831 CFD 90-1 (BELLE TIERRA) - $ 248 TRAFFIC SAFETY FUND 258,864 $ 832 CFD 91-1 (QUARTZ HILL) 542 $ 251 ENGINEERING FEES (2,569) $ 833 CFD 91-2 (LANC BUSINESS PARK) - $ 252 PROP 42 CONGESTION MANAGEMENT 46,543 $ 991 REDEV OBLIGATION RETIREMENT FD 10,577,579 $ 261 LOS ANGELES COUNTY REIMB 241,186 $ 992 DEBT SERVICE - SUCCESSOR AGENCY 11,308,034 $ 301 LANCASTER HOUSING AUTH. OPS. 1,862,660 $ 993 DEBT SERVICE - COUNTY 1,247,563 $ 306 LOW & MOD INCOME HOUSING 9,916,683 $ 994 DEBT SERVICE - COUNTY (12,555,597) $ 321 MTA GRANT - LOCAL 789,208 $ 996 SCHOOLS SUBORDINATE P/T FUND 30 $ Total Cash Balance 92,301,664 $
Historical Cost Amortized Cost Fair Value
Unrealized Gain
(Loss)
Weighted
Average
% Portfolio/
Segment
Weighted
Average Market
Cash and Equivalents $63,404,536 $63,404,536 $63,404,536 $0 1 60.13% 0.00 Corporate Bonds $8,116,356 $7,930,771 $7,640,179 ($290,591) 652 7.70% 1.70 Government Agencies $11,881,587 $11,713,455 $11,300,773 ($412,681) 668 11.27% 1.77 Government Bonds $17,267,941 $17,130,527 $16,895,129 ($235,397) 354 16.38% 0.10 Municipal/Provincial Bond s $4,777,997 $4,750,320 $4,605,710 ($144,610) 522 4.53% 1.40 $105,448,417 $104,929,608 $103,846,328 ($1,083,280) 518 100.00% 1.37 Recap of Securities Held
April 30, 2022
City of Lancaster

60.13%

7.70%

11.27%

16.38%

4.53%
Portfolio Diversification
Cash and Equivalents
Corporate Bonds
Government Agencies
Government Bonds
Municipal/Provincial Bonds
City of Lancaster
Maturity Distribution
April 30, 2021
Maturity Historical Cost Percent
Under 90 Days $65,910,892 62.51%
90 to 179 Days 90 180 $3,483,798 3.30%
180 Days to 1 Year 180 365 $9,608,192 9.11%
1 to 2 Years 365 730 $13,500,853 12.80%
2 to 3 Years 730 1095 $11,227,993 10.65%
3 to 4 Years 1095 1460 $1,716,690 1.63%
4 to 5 Years 1460 1825 $0 0.00%
Over 5 Years $0 0.00%
$105,448,417 100.00%
$0
$10
$20
$30
$40
$50
$60
$70
Under 90 Days 90 to 179
Days
180 Days to 1
Year
1 to 2 Years 2 to 3 Years 3 to 4 Years 4 to 5 Years Over 5 Years Historical Cost
(Millions) Maturity Distribution

ATTACHMENT A

CITY OF LANCASTER

MONTHLY REPORT OF INVESTMENTS
May 24, 2022
(1) This is the actual City bank account balance as of 4/30/2022. It only reflects checks that have been presented for payment and deposits received by the bank. The balance on deposit per the City books would reflect reductions for all checks and warrants issued and all deposits transmitted.
(2) This is the safekeeping account utilized for investing City funds pursuant and consistent with the investment policy adopted 02/13/2018. The current portfolio consists of treasury notes, government agencies, corporates, and CDs. (3) Pooled Portfolio:

% of Portfolio Policy Limit
Cash 29.37% None
CDs 0.14% 25% of total portfolio
Commercial Paper 0.00% 25% of total portfolio
US Treasury 16.38% None
Federal Securities 11.27% None
Corporate Securities 7.70% 30% of total portfolio
Municipal/Provincial 4.53% None
LAIF 30.61% None

(4) These are restricted cash and investments are held in trust by the banks indicated.

These amounts cannot be pooled for other investing.

STAFF REPORT
City of Lancaster
CC 5
5/24/2022
JC
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: Jeff Hogan, Senior Director - Development Services Marissa Diaz, Senior Manager – Capital Programs
Subject: Construction Award of Bid – PWCP 22-010 – Lancaster Performing Arts Center (LPAC) Improvements
Recommendations:

1. Award PWCP 22-010, Lancaster Performing Arts Center (LPAC) Improvements, to Blessedco Electric, Inc., of Palmdale, California, in the amount of $203,440.00 plus a 25% contingency, to install network and lighting equipment, and perform power upgrades that will transition LPAC to LED Lighting. Authorize the City Manager, or his designee, to sign all documents. This contract is awarded to the lowest, responsive, responsible bidder per California Public Contract Code Section 22038 (b).

2. Approve a budget transfer of $46,000.00 from Account No. 101-2900-000, General Fund Balance to Account No. 101-11BS002-924, LPAC Improvements.

Fiscal Impact:
$254,300.00 (including 25% contingency) to be awarded; with these actions, sufficient funds are available in Capital Improvements Budget Account Numbers: 101-11BS022-924, 213-11BS022- 924, 226-11BS022-924; 227-11BS002-924, and 228-11BS002-924.

Background:

On March 8, 2022, Council approved the award of RFP 752-22, Lancaster Performing Arts Center (LPAC) Lighting Improvements, to purchase the materials necessary to upgrade LPAC to LED lighting. Due to long lead times on the equipment, it was necessary to split the materials purchase and installation services into two separate contracts. This proposed contract is for installation of the previously purchased materials, as well as network and power upgrades, in order to complete the conversion to LED Lighting. The new LED lighting will be far more efficient and cost effective than the existing incandescent lighting, and will allow LPAC to advance and remain competitive and convenient for touring artists.
8 9
4 Per Section 2.2 of the Existing Community Workforce Agreement (“CWA”), this project is subject to the CWA by and between the City of Lancaster and Los Angeles/Orange Counties Building and Construction Trades Council, and the Signatory Craft Councils and Unions (“CWA”). The PWCP 21-023 contract documents were prepared, and the project was advertised accordingly. Per Section

2.6(b) of the CWA, Letters of Assent shall be submitted by the Contractor and each of its subcontractors, of whatever tier, forty-eight (48) hours prior to commencement of work, or within forty-eight (48) hours after the award of Project Work to that Contractor (or subcontractor), whichever occurs later.

On April 5, 2022, at 11:00 a.m., the City conducted an electronic bid opening for PWCP 22-010 via PlanetBids. One (1) sealed bid was received. The bid received is as follows:

Contractor City Bid Amount

1. Blessedco Electric, Inc. Palmdale, CA $203,440.00 Engineer’s Estimate $138,050.00 EW:vw
Attachment:

Vicinity Map

PUBLIC WORKS CONSTRUCTION PROJECT NO. 22-010
LANCASTER PERFORMING ARTS CENTER – LPAC IMPROVEMENTS

STAFF REPORT
City of Lancaster
CC 6
5/24/2022
JC
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: Jeff Hogan, Senior Director - Development Services Marissa Diaz, Senior Manager – Capital Programs
Subject: Final Map Approval – Parcel Map No. 83447 (Located at the Northeast Corner of 15th Street West and Avenue K)
Recommendation:

Approve the map and accept the dedications as offered on Parcel Map No. 83447, located at the northeast corner of 15th Street West and Avenue K; make findings that this project will not violate any of the provisions of Sections 66473.5, 66474.1 and 66474.6 of the Subdivision Map Act; and instruct the City Clerk to endorse on the face of the map the certificate which embodies the approval of said map and the dedications shown thereon.

Fiscal Impact:

None.

Background:

On Jun 11, 2021, Development Services Department – Community Development Division approved Tentative Administrative Parcel Map No. 83447 for subdividing 9.36 acres into seven parcels in the Commercial Planned Development (CPD) zone. The Final Map is in substantial conformance with the approved tentative administrative map. Parcel Map No. 83447 has been examined by the City Surveyor, is in substantial conformance with the approved tentative administrative map, and is ready for Council approval. The securities for this map will be in the form of a Development Improvement Undertaking Agreement, including Faithful Performance Bond and Labor and Materials Bond under Site Plan Review 21-12, which will guarantee and secure the performance of all public improvements, impact fees, and public agency fees.

EW:vw
Attachment:

Vicinity Map

VICINITY MAPNORTH

STAFF REPORT
City of Lancaster
CC 7
5/24/2022
JC
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: Jeff Hogan, Senior Director - Development Services Marissa Diaz, Senior Manager – Capital Programs
Subject: Task Order for Multi-Year Professional Services (Service Group Category 12 – Development Plan Check) Grading Permit and Encroachment Permit Plan Checking (Including Traffic Plan Check) for CDP 18-05 – Permit Plan Checking Recommendations:

1. Approve an increase in the Purchase Order (PO 22-00891) for 2 nd Revised Task Order No. 2 with Cannon Corporation for grading permit and encroachment permit plan checking (including traffic plan check) in the amount of $350,000.00, and authorize the City Manager or his designee to sign all documents.

2. Appropriate $42,695.00 from Fund Balance to Account No. 101-4761-301.

Fiscal Impact:
$350,000.00; with these actions sufficient funds will be available in Account No. 101-4761-301.

Background:

On April 10, 2019, the City approved Task Order No. 2 to Cannon Corp. for grading permit and encroachment permit plan checking services. The cost for their plan checking services are based on a percentage of the grading and encroachment permit plan checking fees that are collected from private development projects.

In accordance with the multi-year agreement, each fiscal year a new Purchase Order (PO) is approved for Cannon Corp. in the amount of $120,000.00 for the payment of their services. Due to an increase in private development and corresponding increase in grading and encroachment plan check submittals, the PO for this fiscal year must be increased by $350,000.00 for a total Purchase Order amount of $470,000.00.

With the increase in development and permit plan check submittals, corresponding revenues have increased proportionately and will offset the requested operating budget increase. 8 9
6 SC:vw

STAFF REPORT
City of Lancaster
CC 8
5/24/2022
JC
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: Jeff Hogan, Senior Director - Development Services Marissa Diaz, Senior Manager – Capital Programs
Subject: Final Map Approval – Tract Map No. 60430 (Located at the Northwest Corner of Avenue K and 36th Street West)
Recommendation:

Approve the map and accept the dedications as offered on Tract Map No. 60430 located at the northwest corner of Avenue K and 36th Street West; make findings that this project will not violate any of the provisions of Sections 66473.5, 66474.1 and 66474.6 of the Subdivision Map Act; and instruct the City Clerk to endorse on the face of the map the certificate which embodies the approval of said map and the dedications shown thereon.

Fiscal Impact:

None.

Background:

On March 21, 2016, the City of Lancaster Planning Commission approved Tentative Tract Map No. 60430. (revised on March 19, 2021).

The Final Parcel Map is in substantial conformance with the approved tentative map. Tract Map No. 60430 has been examined by the City Surveyor, and is ready for Council approval. In addition, an Undertaking Agreement and improvement securities have been submitted to guarantee the installation of improvements.

EW:vw

Attachment:

Vicinity Map

CITY OF LANCASTER
VICINITY MAPN.T.S.

STAFF REPORT
City of Lancaster
CC 9
5/24/2022
JC
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: Jeff Hogan, Senior Director – Development Services Chenin Dow, Senior Manager – Real Estate and Economic Development Patti Garibay, Manager - Real Estate and Economic Development Subject: Approval of a Memorandum of Understanding with Midas Lancaster, LP for Maintenance of the Electric Vehicle Charging Stations at the BLVD Marriott Recommendation:

Approve a Memorandum of Understanding with Midas Lancaster, LP (Midas) for maintenance of the Electric Vehicle (EV) Charging Stations that were installed by the City at the BLVD Marriott. Authorize the City Manager, or his designee, to sign all documents.

Fiscal Impact:

The City will budget $4,000 annually for the anticipated maintenance costs required for the EV charging stations at the BLVD Marriott.

Background:

The City continues to support the adoption of EVs by adding the infrastructure needed to support increased demand. Most recently the City added two single-port electric vehicle charging stations at the BLVD Marriott parking lot. Stations were installed for use by the public, as well as patrons and employees of the hotel.

The EV Stations were installed using a 2021 Community Air Protection Program Grant from the Antelope Valley Air Quality Management District (AVAQMD) under which AVAQMD reimbursed the cost of equipment and installation. In order to comply with the terms of the grant, the City must have the right to access the property, in perpetuity, to maintain the electric infrastructure serving the EV Station, to maintain the EV Stations in accordance with manufacturer’s recommendations and to monitor usage level for annual reporting requirements.

With approval of this MOU, the City will provide for and pay all costs associated with maintenance of the EV stations, meters, signage and/or other required equipment. Midas will have contact information for a City staff member who will be available to respond during normal City business hours to any issues that may arise concerning the EV Stations, and the 8 9
8 City will promptly respond to such issues. The City is solely responsible for compliance with the terms and conditions of the grant provided by AVAQMD.

PG/sk
Attachment:

Memorandum of Understanding for Maintenance of Electric Vehicle Charging Stations - 1 -

MEMORANDUM OF UNDERSTANDING

FOR MAINTENANCE OF ELECTRIC VEHICLE CHARGING STATIONS
This MEMORANDUM OF UNDERSTANDING (“MOU”) is made on May 25, 2022, by and between the CITY OF LANCASTER, a municipal corporation and charter city (“City”) and Midas Lancaster, LP, a California limited partnership Midas”) (the City and Midas are sometimes referred to herein individually as a “Party” and collectively as the “Parties”), with reference to the following facts:

A. Midas owns the real property located at 847 West Lancaster Boulevard in the City of Lancaster (“Property”). The Property has been developed with a hotel, parking lot, and other related improvements.

B. The City owns two (2) single-port electric vehicle charging stations (“EV Stations”) located on the Property parking lot for use by the public as well as patrons and employees of the hotel.

The EV Stations were installed using a 2021 Community Air Protection Program Grant (“Grant”) from the Antelope Valley Air Quality Management District (AVAQMD) under which AVAQMD reimbursed the cost of equipment and installation.

C. In order to comply with the terms of the Grant, the City must have the right to access the Property, in perpetuity, for the following purposes: (i) to maintain the electric infrastructure serving the EV Stations; (ii) to maintain the EV Stations in accordance with manufacturer’s recommendations; and (iii) to monitor usage level for annual reporting requirements.

NOW, THEREFORE, the Parties agree as follows:

1. License. Midas hereby grants to the City, its employees, vendors, contractors and/or subcontractors, a non-exclusive license to enter Midas the Property as necessary to undertake those actions that are within the City’s responsibilities, specifically to regularly maintain and monitor the EV Stations.

The locations of the EV are depicted in the Site Plan attached hereto as Exhibit “A” and incorporated herein by reference. The license granted to the City in this Section 1 shall be in gross and shall be irrevocable.

2. Responsibilities of City.
a. The City will provide for and pay all costs associated with maintenance of the EV Stations, meters, signage and/or other equipment incidental thereto. b. The City will provide Midas with contact information for a City staff member who will be available to respond during normal City business hours to any issues that may arise concerning the EV Stations, and the City will promptly respond to such issues. c. The City is solely responsible for compliance with the terms and conditions of the Grant. d. The City agrees to indemnify, defend and hold harmless Midas, its officials, officers, employees, and volunteers (collectively for purposes of this Section, “Midas”) from and against any and all claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred in or in any manner arising out of use of the EV Stations, except where caused by the sole, active negligence or willful misconduct of Midas.
- 2 -

3. Responsibilities of Midas.
a. Midas will provide the City with access to the Property for the purpose of maintaining, monitoring, repairing, replacing and removing the EV Stations. b. Midas will ensure that the EV Stations remain publicly accessible except during temporary periods of parking lot maintenance or similar activities. Midas will work in coordination with the City with respect to ensuring the proper and lawful use of the EV Stations by its staff and patrons. c. Midas will promptly inform the City of any issues with the EV Stations to which the City may need to respond, including but not limited to the EV Stations not working or damage or vandalism to the EV Stations.
d. Midas shall not attempt to move, maintain, or fix the EV Stations unless such actions are necessary to avoid an imminent threat to health and safety. e. Neither Party shall receive any compensation from the other Party under this MOU. f. Midas agrees to indemnify, defend and hold harmless the City, its elected officials, officers, employees, and volunteers (collectively for purposes of this Section, “City”) from and against any and all claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred in or in any manner arising out of use of the EV Stations, except where caused by the sole, active negligence or willful misconduct of the City.

4. Notices. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any person shall be in email to the contacts set forth below, with “delivered” receipt requests, and/or in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Notice shall be deemed communicated twenty-four (24) hours from receipt of confirmation of email delivery or forty-eight (48) hours from the time of mailing if mailed as provided in this section.

To City: City of Lancaster
c/o Patti Garibay, Manager
[email protected]
City of Lancaster
Attn: Jason Caudle, City Manager
44933 North Fern Avenue
Lancaster, California 93534
To Midas: Midas Lancaster, LP
c/o Steve Eglash
[email protected]
Midas Lancaster, LP
c/o Dave Robert
[email protected]
- 3 -
Midas Lancaster, LP
Attn: Steve Eglash
44916 10th St W
Lancaster, CA 93534

5. Assignment of Agreement. The Parties hereto may not assign their obligations hereunder to any assignee without the knowledge and prior written consent of the other party, which other party shall not unreasonably withhold. Assignment may be made only to an assignee willing, financially capable and competent to carry out the assignor’s obligations. In the event Midas sells the Property and Midas no longer holds any ownership interest in the Property, Midas’s obligations hereunder shall apply to and be binding upon Midas’s successor in interest and shall terminate as to Midas. The rights and obligations set forth herein shall run with the land.

6. General Provisions.
a. Except as otherwise provided herein, the terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the Parties hereto.
b. The Parties to this Agreement do not rely upon any warranty or representation not contained in this Agreement and all exhibits attached thereto and incorporated by referenced therein. c. This Agreement shall be governed by and interpreted with respect to the laws of the State of California.
d. Any failure or delay by any party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies provided for herein.

7. Term; Default; Remedies; Termination.
a. This Agreement shall be effective upon execution of the Agreement by both Parties, and shall remain in full force and effect in perpetuity.
b. In the event of a breach by a Party (the Defaulting Party) of a material term of this Agreement that remains uncured for thirty (30) days after the other Party has provided written notice of a breach, the other Party may avail itself of any remedy available in law or in equity.

8. No Obligation to Utilize License. The purpose of this MOU is to facilitate the City’s maintenance, repair, replacement, removal, and other activity concerning the EV Stations. This MOU does not impose any obligation upon the City to keep EV Stations on the Property; provided, however, that if the City removes the EV Stations and the City informs Midas that the City has no intent to replace the EV Stations, the license granted in Section 1 of this MOU shall terminate. In the event of a conflict between the provisions of this Section 8 and any other provision of this MOU, this Section 8 shall control.

9. Amendments. Any amendment, modification, or variation from the terms of this Agreement shall be effective only upon the mutual written approval of the Parties.

10. Severability. In the event that any provision or provisions of this Agreement are held unenforceable, all provisions not so held shall remain in full force and effect. - 4 -

11. Authority of Signatories. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this agreement on behalf of said Parties and that by so executing this Agreement, the Parties are formally bound to the provisions of this Agreement.

12. Recording. The Parties shall cause this MOU to be recorded in the office of the Los Angeles County Recorder. Each Party shall cooperate with the other Party and perform such other and further acts as may be necessary to accomplish such recording.
- 5 -
THE PARTIES, having read and considered the above provisions, indicate their agreement by their authorized signatures below.

MIDAS LANCASTER, LP a California Limited Partnership
By: BLVD Hospitality, LLC, a California Limited Liability Company, its General Partner:

By:

Steve Eglash, Manager
Dated:

CITY OF LANCASTER:

By:

Jason Caudle, City Manager
Dated:

ATTEST:

Andrea Alexander, City Clerk
APPROVED AS TO FORM:

Allison Burns, City Attorney
- 6 -

- 7 -

STAFF REPORT
City of Lancaster
CC 10
5/24/2022
JC
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: Sonya Patterson, Director – Parks, Arts, Recreation & Community Services Subject: Lancaster Performing Arts Center Air Conditioning Installation Recommendation:

1. Award RFQ 752-22 LPAC Air Conditioning Installation, to Simco Mechanical Inc. of Glendale, California, in the amount of $152,000.00 plus a 25% contingency, to remove and dispose of three, 20-ton AC units, and install three new 20-ton AC units.

2. Authorize the City Manager, or his designee, to sign all documents. This contract is awarded per California Public Contract Code Section 22038 (c).

3.Allocate $190,000 from the general fund balance to Account Number 101 12ZZ005924- LPAC AC to cover costs associated with RFQ 752-22 LPAC Air Conditioning Installation.

Fiscal Impact:
$190,000 (including 25% contingency) to be awarded; with these actions, sufficient funds are available in Account Number 101 12ZZ005924-LPAC AC to complete the project.

Background:

The Lancaster Performing Arts Center (LPAC) was opened to the public in November 1991. For over 30 years, LPAC has brought thousands of performers to Lancaster for our community to enjoy. It is currently the largest performing arts facility in the northernmost part of Los Angeles County and is a proud partner of the BLVD Cultural District. This well-used facility has aged and certain critical assets have begun to fail and cause inconveniences. Current units are over 30 years old and fail frequently. New units will provide more efficient and effective use of resources, and will provide a long-term solution to the temperature control issues at the LPAC’s house and lobby.

Furthermore, this project would provide assured and comfortable temperatures to visitors and staff as they come to LPAC to enjoy performances.

In November 2021, the City solicited proposals for RFQ 752-22 via Public Purchase and through the City’s website. Four (4) sealed bids were received. The bids received are as follows:
9 0
5 Contractor City Bid Amount

1. Simco Mechanical Inc. Glendale, CA $152,000.00

2. RAN Enterprises Huntington Beach, CA $158,000.00

3. Pacific West Air Conditioning Anaheim, CA $162,400.00

4. Western Equipment Service Lancaster, CA $177,447.00 Attachment: N/A

STAFF REPORT
City of Lancaster
CC 11
5/24/2022
JC
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: Sonya Patterson, Director of Parks, Arts, Recreation and Community Services Subject:Los Angeles County Homeless Innovation Funds Round Two Recommendation:
a. Accept Los Angeles County Innovation Grant Funds Round Two in the amount of $2,379,969 to revenue account 261-3303-133.
b. Appropriate $2,379,969 to expenditure account 261-4300-772, for the implementation of the Cities Homelessness Plan Implementation Grant programs/projects. a. Authorize the City Manager or designee to execute all contracts and associated documents, including partnership agreement, subject to City Attorney approval.

Fiscal Impact:

No impact to general fund. The project will be funded by grant funds.

Background:

Cities play a vital role in preventing and combatting homelessness in Los Angeles County.

Recognizing the opportunity to partner with cities to achieve this goal, the LA County Board of Supervisors (BOS) allocated general fund support for cities to develop or enhance local homelessness plans.

On July 13, 2021, BOS approved Homeless Initiative funding recommendations by the County Chief Executive Office and approved the preparation, execution, and/or amendment of current agreements with Council of Governments and cities with authority to increase contract sums up to ten percent subject to sufficient Measure H funding, review, and approval as to form by County Council.

The City of Lancaster responded with very specific project/program proposals, leveraging existing community resources and partnerships, for a maximized return. After an extensive review process 9 0
7 conducted by the Chief Executive Office for the County of Los Angeles, the City of Lancaster was selected to receive the maximum award amount of $2,379,969.

Attachment:

Innovation Funds
Innovations Funds: These funds reflect the County’s commitment to partnership with cities to pursue local & regional solutions to combat homelessness. Funds are less restrictive and allow cities to think outside of the County’s box for creative programming.

TOTAL AWARD: $2,379,969
The following programs are proposed and pending provider and Los Angeles County discussion and executed agreements.

New Regional Programs:
A.V. Connect Day (Relaunch)
MACC Shelter (Avenue I & 60 th Street West): Wrap-around Services Workforce Reconnection Program: Street Company
Expanded Programs:
“Moment-In-Time” Flex Funds Program
2022 Lancaster Community Homelessness Plan
Family+ As One Interim Housing Program
Kensington Campus: Wellness and Enrichment Program
Lancaster Connect Online Resource Portal
The Good Life Social Enterprise
Workforce Reconnection Program: Kensington Campus
New Programs:
CherishedLA Expansion
CherishedLA Program Coordinator
City Homeless Services Coordinator (3-year funded position) Community Ambassadors
Emergency Set Aside Beds (Kensington Campus)
Homeless Services Grant Program
Hope of the Valley Outreach and Wellness Program
Kensington Campus: Wellness and Enrichment Program Project Coordinator LAFH (Los Angeles Family Housing) Outreach and Wellness Program for Project Emerald Place-In-Time Housing Navigator
Senior Wellness Program

STAFF REPORT
City of Lancaster
CC 12
5/24/2022
JC
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: Sonya Patterson, Director – Parks, Arts, Recreation and Community Services Subject:Lancaster Performing Arts Center Generator Installation Recommendation:

1. Award LPAC Generator Installation, to High Volt Electric, of Chatsworth, CA in the amount of $325,390 plus a 25% contingency, to remove and replace the 200kw Generator currently providing temporary power to LPAC.

2. Authorize the City Manager, or his designee, to sign all documents. This contract is awarded per California Public Contract Code Section 22038 (c).

3. Allocate $406,738 from the general fund balance to Account No. 101 12ZZ006924-LPAC Generator to cover costs associated with LPAC Generator Installation.

Fiscal Impact:
$406,738 (including 25% contingency) to be awarded; with these actions, sufficient funds are available in account number 101 12ZZ006924-LPAC Generator to complete the project.

Background:

The Lancaster Performing Arts Center (LPAC) was opened to the public in November 1991. For over 30 years, LPAC has brought thousands of performers to Lancaster for our community to enjoy. It is currently the largest performing arts facility in the northernmost part of Los Angeles County and is a proud partner of the BLVD Cultural District. This well-used facility has aged and certain critical assets have begun to fail. The principal goal of this project is to ensure that LPAC’s power needs are met at all times and under any circumstances. A more modern generator assures more efficient and effective use of City resources.

In January 2022, the City issued RFQ 753-22. Responses were received from High Volt Electric, and Blue Ridge Mechanical Corp. However, the variance in the bid amounts led to the City canceling the RFQ, and re-soliciting the project. RFQ 759-22 was reissued in February 2022, and no bids were received. Staff tabled the project for a few months, and recently began negotiations 9 0
8 with High Volt Electric. Upon review of High Volt Electric’s proposal, timeline for installation, and references, staff is confident High Volt Electric is a highly qualified and responsive contractor, that is capable of completing this project as required.

Attachment:

N/A

STAFF REPORT
City of Lancaster
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: Jason Caudle, City Manager
Subject: Approve California Choice Energy Authority Entering into a Long-Term Resource Adequacy Agreement with Santa Paula Energy Storage, LLC on behalf of Lancaster Choice Energy
Recommendation:

That the City Council Approve California Choice Energy Authority Entering into a Long-Term Resource Adequacy Agreement with Santa Paula Energy Storage, LLC on behalf of Lancaster Choice Energy.

Fiscal Impact:

Not to exceed $189,000 annually to begin August 2023 for a period of up to ten years and five months. The total not-to-exceed amount of the agreement is $1,968,750. There will be sufficient revenues generated to cover operating expenses, including power procurement, and to fund reserves to provide financial and rate stability to the program.

Background:

On May 27, 2014, City Council adopted Ordinance No. 997 Establishing the Lancaster Community Choice Aggregation (CCA) Program, Lancaster Choice Energy (LCE). LCE began serving customers in May 2015. As a CCA, LCE is required to meet certain state-mandated obligations, including those required by the California Public Utilities Commission (CPUC).

In June 2021, the CPUC adopted Decision 21-06-035 (Mid-Term Reliability Order) or (MTR).

The Mid-Term Reliability Order seeks to ensure that there are sufficient resources available to ensure electric grid reliability and to meet the state’s greenhouse gas (GHG) emission reduction goals for the electricity sector and imposes procurement requirements on all load-serving entities (LSEs), including CCAs.

The MTR orders the procurement of 11,500 MW of new generation resources to come online in the years 2023-2026, with all the resources coming from zero-emitting sources or non-fossil fuel resources. LCE’s MTR requirement for the four-year period is 36 MW. All LSEs must contract for clean resources, such as renewable energy, stand-alone battery storage, renewable energy plus battery storage, and demand response. Contracts must be for ten years or greater from the initial project delivery to the end of the term.

To meet the requirements of the Mid-Term Reliability Order, California Choice Energy CC 13
05/24/22
JC
Authority (CalChoice) joined with Desert Community Energy and Clean Energy Alliance to issue a joint Request for Proposals for MTR in January 2022. Over 100 unique offers from 22 developers were received. Additionally, CalChoice on behalf of LCE and its other member agencies continues to seek out projects that meet the MTR requirements and engage in bilateral negotiations.

CalChoice and its legal and technical team have negotiated an agreement with developer esVolta for the Santa Paula Energy Storage, LLC project (Santa Paula Energy Storage). The project is for stand-alone battery storage located in Santa Paula, California with a commercial delivery date of August 2023.

As a condition of the agreement, Santa Paula Energy Storage recognizes and accepts the secured deposit account in the name of the City of Lancaster (City) as credit and collateral, and no other security or credit backing by the City will be required. Upon approval by the City and CalChoice, Santa Paula Energy Storage will execute a joinder to the Intercreditor and Collateral Agency Agreement, ensuring the protection of the City’s General Fund.

The agreement does not fulfill the entire MTR requirement; therefore, staff will be returning in the upcoming months with additional contract approval requests.

Attachments:

Power Purchase Agreement

Proposed Execution Version

IN FRONT OF THE METER

ENERGY STORAGE RESOURCE ADEQUACY AGREEMENT

COVER SHEET
Seller: Santa Paula Energy Storage, LLC, a Delaware limited liability company Buyer: California Choice Energy Authority, a California joint powers authority, on behalf of City of Lancaster, a California municipal corporation and charter city (d/b/a Lancaster Choice Energy) Description of Project: Santa Paula Energy Storage
Contract Amounts:

RA Attributes:

Local RA Attributes:

Flexible RA Attributes:

Payment Quantity: 3 MW
Contract Price:

Milestones:

Milestone Date
Interconnection Agreement Executed
Site Control Completed
Construction Start Completed
Commercial Operation Deadline
Expected Initial Delivery Date
Delivery Term:

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TABLE OF CONTENTS

ARTICLE 1: DEFINITIONS..........................................................................................................1

1.1 Contract Definitions .................................................................................................1

1.2 Rules of Interpretation ...........................................................................................17 ARTICLE 2: TERM .....................................................................................................................19

2.1 Effectiveness ..........................................................................................................19

2.2 Term .......................................................................................................................19 ARTICLE 3: PROJECT DEVELOPMENT .................................................................................19

3.1 Project Construction...............................................................................................19

3.2 Interconnection.......................................................................................................20

3.3 Metering .................................................................................................................20

3.4 Progress Reports ....................................................................................................20

3.5 Remedial Action Plans...........................................................................................20

3.6 Standalone Energy Storage Incentives...................................................................20 ARTICLE 4: INITIAL DELIVERY DATE .................................................................................21

4.1 Timing of the Initial Delivery Date........................................................................21

4.2 Conditions Precedent to the Initial Delivery Date .................................................21

4.3 Cooperation in Connection with Initial Delivery Date ..........................................23

4.4 Confirmation of Initial Delivery Date....................................................................23 ARTICLE 5: TRANSACTION ....................................................................................................23

5.1 Product ...................................................................................................................23

5.2 Purchase and Sale Obligation ................................................................................24

5.3 Allocation of CAISO Payments and Costs ............................................................25 ARTICLE 6: OPERATIONS........................................................................................................25

6.1 Operations ..............................................................................................................25

6.2 Charging Energy ....................................................................................................25

6.3 Standard of Care.....................................................................................................25

6.4 Buyer’s Compliance Obligations; Certification of Product ...................................25

6.5 Scheduling..............................................................................................................26

6.6 Information Sharing and Shared Learning.............................................................26

6.7 Changes in Law......................................................................................................27 ARTICLE 7: EVENTS OF DEFAULT; REMEDIES ..................................................................28

7.1 Events of Default ...................................................................................................28

7.2 Remedies; Declaration of Early Termination Date................................................30

7.3 Termination Payment .............................................................................................30

7.4 Notice of Payment of Termination Payment .........................................................31

7.5 Disputes with Respect to Termination Payment ....................................................31

7.6 Rights and Remedies Are Cumulative ...................................................................31

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ARTICLE 8: FORCE MAJEURE ................................................................................................31

8.1 Force Majeure ........................................................................................................31 ARTICLE 9: INVOICING AND PAYMENT .............................................................................32

9.1 Invoicing ................................................................................................................32

9.2 Payment..................................................................................................................33

9.3 Payment Adjustments; Billing Errors ....................................................................33

9.4 Billing Disputes .....................................................................................................33

9.5 Netting of Payments...............................................................................................33 ARTICLE 10: PERFORMANCE ASSURANCE ........................................................................34

10.1 Seller’s Development Security...............................................................................34

10.2 Seller’s Delivery Term Security ............................................................................34

10.3 First Priority Security Interest in Cash or Cash Equivalent Collateral ..................34

10.4 Seller Financial Information ..................................................................................35

10.5 Buyer Credit Support .............................................................................................35 ARTICLE 11: SAFETY ...............................................................................................................37

11.1 Safety .....................................................................................................................37

11.2 Reporting Serious Incidents ...................................................................................38

11.3 Remediation ...........................................................................................................38 ARTICLE 12: TAXES..................................................................................................................38

12.1 Taxes ......................................................................................................................38

12.2 Cooperation ............................................................................................................38 ARTICLE 13: LIMITATIONS .....................................................................................................38

13.1 No Consequential Damages ...................................................................................38

13.2 Waiver and Exclusion of Other Damages..............................................................39 ARTICLE 14: REPRESENTATIONS; WARRANTIES; COVENANTS ...................................40

14.1 Seller’s Representations and Warranties................................................................40

14.2 Buyer’s Representations and Warranties ...............................................................41

14.3 General Covenants .................................................................................................42

14.4 Covenants of Seller ................................................................................................42 ARTICLE 15: INDEMNITIES .....................................................................................................43

15.1 Indemnity by Seller ................................................................................................43

15.2 Notice of Claim ......................................................................................................43

15.3 Defense of Claims ..................................................................................................43

15.4 Subrogation of Rights ............................................................................................44

15.5 Rights and Remedies are Cumulative ....................................................................44 ARTICLE 16: INSURANCE........................................................................................................44

16.1 Insurance ................................................................................................................44

16.2 Evidence of Insurance ............................................................................................46

16.3 Failure to Comply ..................................................................................................46

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ARTICLE 17: RECORDS AND AUDIT RIGHTS......................................................................46

17.1 Operations Logs .....................................................................................................46

17.2 Records and Audit..................................................................................................46

17.3 General Audit Right ...............................................................................................46

17.4 State Auditor ..........................................................................................................46

17.5 Data Request Cooperation .....................................................................................46

17.6 Access Rights .........................................................................................................47 ARTICLE 18: ASSIGNMENT .....................................................................................................47

18.1 General Prohibition on Assignments .....................................................................47

18.2 Collateral Assignment............................................................................................47

18.3 Permitted Assignment by Seller.............................................................................47

18.4 Permitted Assignment by Buyer ............................................................................47

18.5 Unauthorized Assignment; Costs...........................................................................48 ARTICLE 19: DISPUTE RESOLUTION ....................................................................................48

19.1 Governing Law ......................................................................................................48

19.2 Dispute Resolution .................................................................................................48 ARTICLE 20: CONFIDENTIAL INFORMATION ....................................................................49

20.1 Confidential Information........................................................................................49

20.2 Permitted Disclosures ............................................................................................49

20.3 Remedies ................................................................................................................49 ARTICLE 21: GENERAL PROVISIONS ...................................................................................50

21.1 Entire Agreement; Integration; Exhibits ................................................................50

21.2 Amendments ..........................................................................................................50

21.3 Survival ..................................................................................................................50

21.4 Waivers ..................................................................................................................50

21.5 No Agency, Partnership, Joint Venture or Lease...................................................50

21.6 Severability ............................................................................................................50

21.7 Mobile Sierra..........................................................................................................51

21.8 Counterparts ...........................................................................................................51

21.9 Electronic Delivery ................................................................................................51

21.10 No Recourse to Members of Buyer .......................................................................51

21.11 Lockbox Account ...................................................................................................51

21.12 Forward Contract ...................................................................................................51

21.13 Further Assurances.................................................................................................52 ARTICLE 22: NOTICES..............................................................................................................52

22.1 Addresses for the Delivery of Notices ...................................................................52

22.2 Time of Delivery ....................................................................................................52

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APPENDICES
Appendix I – Description of Project & Units .............................................................................. I-1 Appendix II –Operational Characteristics................................................................................... II-1 Appendix III – Progress Reporting Form .................................................................................. III-1 Appendix IV – Certification for Commercial Operation ........................................................... IV-1 Appendix V-A – Form of Letter of Credit .............................................................................. V-A-1 Appendix V-B – Form of Guaranty ........................................................................................ V-B-1 Appendix VI – Project Safety Plan and Documentation ........................................................... VI-1 Appendix VII – MUA Decision Attestation ............................................................................ VII-1 Appendix VIII – Notices......................................................................................................... VIII -1 Appendix IX – Approved Contractors ....................................................................................... IX-1 Appendix X – Not Used.............................................................................................................. X-1 Appendix XI – Not Used ........................................................................................................... XI-1 Appendix XII – Workforce Development and Community Investment Obligations .............. XII-1

1 Energy Storage Resource Adequacy Agreement Form

ENERGY STORAGE RESOURCE ADEQUACY AGREEMENT

This Energy Storage Resource Adequacy Agreement (“Agreement”) is made by and between the buyer (“Buyer”) and the seller (“Seller”) as of May 24, 2022 (“Effective Date”), in each case as set forth on the cover sheet (“Cover Sheet”) to this Agreement. Seller and Buyer are referred to each individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, Seller intends to develop, design, permit, construct, own, and operate the Project; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth in this Agreement, the Product;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable c onsideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

ARTICLE 1: DEFINITIONS

1.1 Contract Definitions . Capitalized terms u sed in this Agreement have the following meanings, unless otherwise specified:
“Affiliate” of a Person means any other Person that (a) directly or indirectly controls the specified Person; (b) is controlled by or is under direct or indirect common control with the specified Person; or (c) is an officer, director, employee, representative or agent of the Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power to direct the management or policie s of the specified Person, directly or indirectly, through one or more intermediaries.
“Agreement” has the meaning set forth in the preamble.
“Ancillary Services” has the meaning set forth in the CAISO Tariff. “Availability Incentive Payments” has the meaning set forth in the CAISO Tariff. “Availability Standards” has the meaning set forth in the CAISO Tariff. “Balancing Authority” has the meaning set forth in the CAISO Tariff. “Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator,

2 Energy Storage Resource Adequacy Agreement Form
receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due. “Bid” has the meaning set forth in the CAISO Tariff.
“Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California.
“Buyer” has the meaning set forth in the preamble to this Agreement. “Buyer Group” has the meaning set forth in Section 15.1(a). “Buyer’s Event of Default ” means a Party’s Event of Default where Buyer is the Defaulting Party.
“CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
“CAISO Grid ” means th e system of transmission lines and associated facilities of the Participating Transmission Owners that have been placed under the CAISO’s operational control. “CAISO Markets” has the meaning set forth in the CAISO Tariff. “CAISO Tariff” means the CAISO Fifth Replacement FERC Electric Tariff and protocol provisions, including any CAISO-published procedures or business practice manuals, as they may be amended, supplemented or replaced (in whole or in part) from time to time. “California State Auditor ” means the auditor that may audit Seller in accordance with Section 17.4.
“Capacity Adjustment Date” has the meaning set forth in Section 6.7(a). “Capacity Attributes” means, any and all of the following attributes of the Project that may be counted toward Compliance Obligations:
(a) RA Attributes,
(b) Local RA Attributes,
(c) Flexible RA Attributes, and
(d) Other Capacity Attributes.
“CARB” means the California Air Resources Board or any successor entity performing similar functions.
“CEC” means the California Energy Commission or any successor entity performing similar functions.

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“CEQA” means the California Environmental Quality Act of 1970. “Change Notice” has the meaning set forth in Section 6.7(a). “Change of Control ” means any circumstance in which esVolta, LP ceases to own, directly or indirectly through one or more intermediate entities, more than fifty percent (50%) of the outstanding equity interests in Seller; provided that in calculating ownership percentages f or all purposes of the foregoing clause:
(a) any ownership interest in Seller held by esVolta, LP indirectly through one or more intermediate entities shall not be counted towards esVolta, LP’s ownership interest in Seller unless esVolta, LP directly or in directly owns more than fifty percent (50%) of the outstanding equity interests in each such intermediate entity; and (b) ownership interests in Seller owned directly or indirectly by any Lender (including any tax equity provider) shall be excluded from the total outstanding equity interests in Seller.
“Charging Energy” means the amount of Energy withdrawn from the Utility Distribution Company’s electrical system, Participating Transmission Owner’s electrical system, the CAISO Grid, or otherwise, to be stored by the Project.
“Claims” has the meaning set forth in Section 15.1(a).
“Collateral Agent” has the meaning set forth in the Security Agreement. “Collateral Assignment Agreement” has the meaning set forth in Section 18.2(b). “Commercial Operation Date” means the date stated in Seller’s Notice, substantially in the form of Appendix IV, upon which the Project became Commercially Operable. “Commercial Operation Deadline” means the date that is seventy-five (75) days before the Expected Initial Delivery Date, as set forth on the Cover Sheet. “Commercial Operation Milestone” means the Project becoming Commercially Operable on or before the Commercial Operation Deadline. “Commercially Operable” with respect to the Project, is a condition occurring after such time as Mechanical Completion has occurred, commissioning is complete, the Project has been released by the EPC Contractor to Seller for commercial operations, and permission to operate has been formally obtained from the applicable transmission or distribution utility. “Compliance Actions ” means ac tions to comply with Seller’s obligations under the Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer’s use of all of the Capacity Attributes and Resource Adequacy associated with the Project in order for Buyer to meet its C ompliance Obligations at levels equal to the Contract Amount, which may include making physical modification to the design of the Project.

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“Compliance Obligations” means the RAR, Local RAR, Flexible RAR, and any other resource adequacy or capacity procurem ent requirements imposed on Load Serving Entities (as defined in the CAISO Tariff) by the CPUC pursuant to the CPUC Decisions, by the CAISO, by the WECC, or by any other Governmental Authority having jurisdiction. “Compliance Showings” means the total combination of (a) through (d) below that a Load Serving Entity (as defined in the CAISO Tariff) is required to make to the CPUC pursuant to the CPUC Decisions, or to any Governmental Authority having jurisdiction: (a) Local RAR compliance or advisory showings (or similar or successor showings), (b) RAR compliance or advisory showings (or similar or successor showings), (c) Flexible RAR compliance or advisory showings (or similar or successor showings), and (d) other Capacity Attributes compliance or advisory showings (or similar or successor showings).
“Conditions Precedent” has the meaning set forth in Section 4.2. “Confidential Information” has the meaning set forth in Section 20.1. “Confirmation Notice” has the meaning set forth in Section 6.7(a). “Contract Amounts” has the meaning set forth in Section 5.2(a). “Contract Price” means the amount specified in Section 5.2(d). “Contract Year ” means a period of twelve (12) consecutive months; the first Contract Year shall commence on the Initial Delivery Date; and each subsequent Contract Year shall commence on the anniversary of the Initial Delivery Date. The final Contract Year may be a period of less than twelve (12) consecutive months.
“Contractor” means the EPC Contractor and its subcontractors, as well as Sel ler or Seller’s Affiliates if any such entities are developing, constructing, operating or maintaining the Project during the Term, and any Person under contract with Seller or Seller’s Affiliates for the purpose of developing, constructing, operating or maintaining the Project during the Term. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements that replace this Agreement; and all reasonable attorneys’ fees a nd expenses incurred by the Non-Defaulting Party in connection with the termination of this Agreement. “Cover Sheet” has the meaning set forth in the preamble to this Agreement. “CPM” means “Capacity Procurement Mechanism” and has the meaning set forth i n the CAISO Tariff and is inclusive of any successor mechanisms authorized by CAISO. “CPM Capacity” has the meaning set forth in the CAISO Tariff. “CPUC” or “ Commission” means the California Public Utilities Commission or any successor entity performing similar functions.

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“CPUC Decisions” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06-064, 06-07-031, 07 -06-029, 08-06-031, 09-06-028, 10 -06-036, 11-06-022, 12 -06-025, 13- 06-024, 14-06-050, and any other existing or subsequent decisions, resolutions or rulings related to resource adequacy, as may be amended from time to time by the CPUC. “CPUC General Order No. 167” issued by the CPUC directs the implementation and enforcement of standards for the maintenance and operation of electric gen erating facilities and power plants and can be found at the link below:
http://docs.cpuc.ca.gov/PUBLISHED/GENERAL_ORDER/108114.htm “Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term deb t obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody’s. If ratings by S&P and Moody’s are not equivalent, the lower rating shall apply.
“Damage Payment” means the dollar amount equal to the total amount required to be posted by Seller as Development Security pursuant to Section 10.1. “Defaulting Party” means the Party that is subject to an Event of Default. “Delay Notice” has the meaning set forth in Section 4.1(c)(i). “Delivered Quantities” has the meaning set forth in Section 5.2(c). “Delivery Term” has the meaning set forth in Section 2.2(b). “Delivery Term Security” means (i) cash in an amount equal to forty dollars ($40.00) per kilowatt of the Payment Quantity , (ii) Guaranty in an amount equal to forty dollars ($40.00) per kilowatt of the Payment Quantity , or (iii) a Letter of Credit in an amount equal to forty dollars ($40.00) per kilowatt of the Payment Quantity.
“Development Security” means (i) cash or (ii) a Letter of Credit in an amount equal to forty dollars ($40.00) per kilowatt of the Payment Quantity. “Disclosing Party” has the meaning set forth in Section 20.2. “Disclosure Order” has the meaning set forth in Section 20.2(a). “Disclosure Request” has the meaning set forth in Section 20.2(b). “Early Termination Date” has the meaning set forth in Section 7.2(a). “EFC” or “ Effective Flexible Capacity ” has the meaning given to “Effective Flexible Capacity” in the CAISO Tariff.
“Effective Date” has the meaning set forth in the preamble.

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“Electric System Upgrades ” means any upgrades, including, Network Upgrades, Distribution Upgrades, or Interconnection Facilities (as these terms are defined in the CAISO Tariff), that are determined to be necessary by the CAISO, Participating TO, or Utility Distribution Company as applicable, to physically and electrically interco nnect the Project to the Utility Distribution Company’s/Participating TO’s electric system for delivery of Energy from the Project such that the Project can provide Product at all times during the Delivery Term. “Energy” means three -phase, 60 -cycle alter nating current electric energy, measured in MWhs.
“Environmental Costs ” means costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, and the Product’s and Project’s compliance with all applicable environmental Laws, rules and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product or Project, all operating and maintenance costs for operation of pollution mitigation or control equipment, costs of permit maintenance fees and emission fees as applicable, and the costs of all emission reduction credits, marketable emission trading credits, and any costs related to greenhouse gas emissions, required by any applicable environmental Laws, rules, regulations, and permits to operate, and costs associated with the disposal and clean -up of hazardous substances introduced to a Site or the Project.
“EPC Contract” means the Seller’s engineering, procurement and construc tion contract with the EPC Contractor.
“EPC Contractor” means Seller’s engineering, procurement and construction contractor or such Person performing those functions.
“Event of Default ” means a Seller’s Event of Default , Buyer’s Event of Default or a Party’s Event of Default.
“Exigent Circumstance” means actual or imminent harm to life or safety, public health, third-party owned property, including a Site, or the environment due to or arising from the Project or portion thereof.
“Expected Initial Delivery Date” means the expected initial delivery date set forth on the Cover Sheet.
“FERC” means the Federal Energy Regulatory Commission or any successor entity performing similar functions.
“Flexible RA Attributes” means any and all flexible resource adequacy attributes, as may be identified at any time during the Delivery Term by the CPUC, CAISO or other Governmental Authority having jurisdiction that can be counted toward Flexible RAR, exclusive of any RA Attributes, Local RA Attributes, or Other Capacity Attributes. “Flexible RAR ” means the flexible resource adequacy requirements established for Load Serving Entities (as defined in the CAISO Tariff) by the CPUC pursuant to the CPUC Decisions, or by any other Governmental Authority having jurisdiction.

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“Force Majeure” means any event or circumstance which wholly or partly prevents or delays the performance of any material obligation arising under this Agreement, but only if and to the extent (x) such event is not within the reasonable control, directly or indirectly, of the Party seeking to have its performance obligation excused thereby, (y) the Party seeking to have its performance obligation excused thereby has taken all reasonable precautions and measures in order to prevent or avoid such event or mitigate the effect of such event on such Party’s ability to perform its obligations under this Agreement and which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by the exercise of due diligence it has been unable to overcome, and (z) such event is not the direct or indirect result of the negligence or the failure of, or caused by, the Party seeking to have its performance obligations excused thereby. Additionally:
(a) Force Majeure may include:
(i) acts of God, including landslide, lightning, earthquake, storm, hurricane, flood, drought, tornado, or other natural disasters and weather related events affecting an entire region which caused failure of performance;
(ii) interruptions to supply or transportation delays or accidents affecting delivery of equipment caused by an event that would otherwise satisfy the definition of a Force Majeure event as defined above;
(iii) sabotage, riot, acts of terrorism, war and acts of public enemy , epidemics, pandemics and quarantines; or
(v) restraint by court order or other Governmental Authority. (b) Force Majeure does not include:
(i) a failure of performance of any third party, including Participating TO, Utility Distribution Company, or any other party providing electric interconnection, distr ibution or transmission service (except to the extent that such failure was caused by an event that would otherwise satisfy the definition of a Force Majeure event as defined above); (ii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise satisfy the definition of a Force Majeure event as defined above);
(iii) a strike, work stoppage or labor dispute limited only to any one or more of Seller, Seller’s Affiliates, the EPC Contractor or subcontractors thereof or any other third party employed by Seller to work on the Project;
(iv) Seller’s ability to sell the Product at a price greater than the price set forth in this Agreement or Buyer’s ability to purchase the Product at a price lower than the price set forth in this Agreement;

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(v) Seller’s inability to obtain permits or approvals of any type for the operation or maintenance of the Project, unless caused solely by an event of Force Majeure of th e specific type described in any of subsections (a)(i) through (a)(iv) above; (vi) Seller’s inability to complete interconnection by the Expected Initial Delivery Date, unless such delay is caused solely by an event of Force Majeure of the specific type described in any of subsections (a)(i) through (a)(iv) above; (vii) Seller’s inability to obtain sufficient Charging Energy, fuel, power or materials to operate the Project, except if Seller’s inability to obtain sufficient Charging Energy, fuel, power or materials is caused solely by an event of Force Majeure of the specific type described in any of subsections (a)(i) through (a)(iv) above; or (viii) Seller’s failure to obtain additional funds, including funds authorized by a state or the federal governmen t or agencies thereof, to supplement the payments made by Buyer pursuant to this Agreement.
“Force Majeure Failure” has the meaning set forth in Section 8.1(d). “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of this Agreement. Factors used in determining the economic benefit to a Party may include, without limitation, reference to information supplied by one or more third parties, whic h shall exclude Affiliates of the Non -Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, compa rable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs, all of which should be calculated for the remaining Delivery Term to determine the value of the Product.
“Generally Accepted Accounting Principles ” means the standards for accounting and preparation of financial statements established by the Federal Accounting Standards Advisory Board (or its successor agency) or any successor standards adopted pursuant to relevant SEC rule. “Governmental Approval ” means all authorizations, consents, approvals, waivers, exceptions, variances, filings, permits, orders, licenses, exemptions, notices to and declarations of or with any Governmental Authority and shall include those siting and operating permits and licenses, and any of the foregoing under any applicable environmental Law, that are required for the development, use and operation of the Project, including any approvals required under the CEQA.
“Governmental Authority ” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO; provided, however, that “Governmental Authority” shall not in any event include any Party.

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“Guarantor” means a Person having a Credit Rating of at least A - with an outlook designation of “stable” from S&P or A3 with an outlook designation of “stable” from Moody’s. “Guaranty” means a guaranty issued by a Guarantor in the form and substance set forth in Appendix V-B or as otherwise deemed acceptable by Buyer. “Hazardous Substance” means, collectively, (a) any chemical, material or substance that is listed or regulated under applicable Laws as a “hazardous” or “toxic” substance or waste, or as a “contaminant” or “pollutant” or words of similar import, (b) any pet roleum or petroleum products, flammable materials, explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, and transformers or other equipment that contain polychlorinated biphenyls, and (c) any other chemical or other material or s ubstance, exposure to which is prohibited, limited or regulated by any Laws.
“IDD Cure Period” has the meaning set forth in Section 4.1(c)(i). “IDD Delay Damages ” means liquidated damages in an amount equal to (a) the total Development Security amount required hereunder, divided by (b) one hundred eighty (180). “Indemnifiable Loss(es)” has the meaning set forth in Section 15.1(a). “Initial Delivery Date” has the meaning set forth in Section 2.2(b). “Interconnection Agreement” means the agreement(s) and associated documents (or any successor agreement and associated documentation approved by FERC or the CPUC) by and among Seller and, as applicable, the Utility Distribution Company, the Participating Transmission Owner, and the CAISO, governing the terms and c onditions of the interconnection of the Project with the Utility Distribution Company’s or CAISO’s grid, including any description of the plan for interconnecting the Project to the applicable grid. “Intercreditor and Collateral Agency Agreement ” means that certain Intercreditor and Collateral Agency Agreement, dated as of February 28, 2019, by and among River City Bank, as Collateral Agent, the Secured Creditors from time to time party thereto, and Member. “Interest Rate” has the meaning set forth in Section 9.2. “Joinder” has the meaning set forth in the Intercreditor and Collateral Agency Agreement. “Joint Powers Act ” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated August 12, 2012, as amended, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.
“Law” means any statute, law, treaty, rule, regulation, ordinance, code, Permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction,

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including any of the foregoing that are enacted, amended, or issued after the Effective Date, and which become effective during the Term; or any binding interpretation of the foregoing. “Lender” means, collectively, any Person (i) providing senior or subordinated construction, interim, back leverage or long -term debt, equity or tax equity financing or refinancing for or in connection with the development, construction, purchas e, installation or operation of the Project, whether that financing or refinancing takes the form of private debt (including back -leverage debt), equity (including tax equity), public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any equity or tax equity investor directly or indirectly providing financing or refinancing for the Project or purchasing equity ownership interests of Seller or its Affiliates for purposes of providing financing or refinancing for the Project, and any trustee or agent or similar representative acting on their behalf, (ii) providing interest rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the f oregoing obligations or (iii) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Project.
“Letter of Credit ” means one or more irrevocable, standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a Credit Rating of at least A- with an outlook designation of “stable” from S&P or A3 with an outlook designation of “stable” from Moody’s, in a form substantially similar to the letter of credit set forth in Appendix V-A.
“LIBOR” means the London Interbank Offered Rate for the corresponding deposits of U.S. dollars.
“Licensed Professional Engineer” means a person acceptable to Buyer in its reasonable judgment who (a) is licensed to practice engineering in California in accordance with applicable Law including Cal. Bus. & Prof. Code §§ 6700 et seq., (b) has training and experience in the power industry specific to the technology of the Project, (c) has no economic or familial relationship, association, or nexus with Seller or Buyer, other than to meet the obligations of Seller pursuant to this Agreement, (d) is not a representative of a consultant, engineer, contractor, designer or other individual involved in the development of the Project or of a manufacturer or supplier of any equipment installed at the Project, and (e) is licensed in an appropria te engineering discipline for the required certification being made.
“Local Capacity Area” has the meaning set forth in the CAISO Tariff. “Local RA Attributes” means any and all resource adequacy attributes or other locational attributes related to a Local Capacity Area, as may be identified at any time during the Delivery Term by the CPUC, CAISO or other Governmental Authority having jurisdiction, associated with a physical location or point of electrical interconnection within the CAISO’s Balancing Authority, that can be counted toward a Local RAR.
“Local RAR ” means the local resource adequacy requirements established for Load Serving Entities (as defined in the CAISO Tariff) by the CPUC pursuant to CPUC Decisions, or by any other Governmental Authority having jurisdiction. Local RAR may also be known as local

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area reliability, local resource adequacy, local resource adequacy procurement requirements, or local capacity requirement in other regulatory proceedings or legislative actions. “Lockbox Account” has the meaning set forth in the Security Agreement. “Lockbox Account Control Agreement ” has the meaning set forth in the Security Agreement.
“Lockbox Arrangement Documents” means, collectively, the Intercreditor and Collateral Agency Agreement, the Security Agreement, and the Lockbox Account Control Agreement. “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from t ermination of this Agreement .

Factors used in determining economic loss to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non - Defaulting Party, including without limitation, quotations (either firm or indic ative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs, all of which should be calculated for the remaining Delivery Term to determine the value of the Product . If the Non- Defaulting Party is the Seller, then “Losses” shall exclude any loss of federal or state tax c redits, grants, or benefits related to the Project or generation therefrom or any costs or fees related to the Site or Project.
“Mechanical Completion” means that (a) all components and systems of the Project have been properly constructed, installed and f unctionally tested according to EPC Contract requirements in a safe and prudent manner that does not void any equipment or system warranties or violate any permits, approvals or Laws; (b) the Project is ready for testing and commissioning, as applicable; and (c) Seller has provided written acceptance to the EPC Contractor of mechanical completion as that term is specifically defined in the EPC Contract. “Member” means City of Lancaster.
“Member Lockbox Arrangement” has the meaning set forth in Section 10.5(a). “Member Performance Security” means (a) cash deposited in an escrow agreement on terms and conditions satisfactory to Seller or (b) Letter of Credit , in either case in an amount reasonably agreed to by the Parties.
“Monthly Payment” or “MP” has the meaning set forth in Section 5.2(d). “Moody’s” means Moody’s Investors Service, Inc., or its successor. “MUA Decision” has the meaning set forth in Section 4.2(m). “Must Offer Obligations” means Seller’s obligation to Bid or cause Seller’s SC to Bid the Project into the CAISO Markets due to delivery of the Product to Buyer and in accordance with the CAISO Tariff.

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“MW” means megawatt s in alternating current, unless expressly stated in terms of direct current.
“NERC” means the North American Electric Reliability Corporation or any successor entity performing similar functions.
“Non-Availability Charges” has the meaning set forth in the CAISO Tariff. “Non-Defaulting Party” has the meaning set forth in Section 7.2. “Non-Spinning Reserve” has the meaning set forth in the CAISO Tariff. “Notice” unless otherwise specified in this Agreement, means written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, or electronic messaging (e-mail).
“Notice of Claim” has the meaning set forth in Section 15.2(a). “Notify” means to provide a Notice.
“NQC” or “ Net Qualifying Capacity ” has the meaning given to “Net Qualifying Capacity” in the CAISO Tariff.
“Operational Characteristics ” means the operational characteristics set forth in Appendix II.
“Other Capacity Attributes” means, exclusive of RA Attributes, Local RA Attributes, and Flexible RA Attributes, any (a) current or future capacity ch aracteristics or attributes, including the ability to generate or charge at given capacity levels, the ability to ramp up or down at a given rate, flexibility or dispatchability attributes, and locational attributes, as may be identified at any time during the Delivery Term by any applicable Law, or voluntary or mandatory program of any Governmental Authority or other Person, (b) certificate, tag, or credit, intended to commoditize or otherwise attribute value resulting from or associated with the character istics set forth in subsection (a) of this definition, and (c) any accounting construct so that the characteristics or values set forth in subsections (a) or (b) hereof may be counted toward any Compliance Obligations.
“Participating Transmission Owner ” or “Participating TO ” means an entity that (a) owns, operates and maintains transmission lines and associated facilities or has entitlements to use certain transmission lines and associated facilities and (b) has transferred to the CAISO operational control of such facilities or entitlements to be made part of the CAISO Grid. “Party” or “Parties” has the meaning set forth in the preamble of this Agreement. “Party’s Event of Default” has the meaning set forth in Section 7.1(b). “Payment Quantity” has the meaning set forth in Section 5.2(d).

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“Performance Assurance” means collateral provided by Seller to Buyer to secure Seller’s obligations under this Agreement and includes Development Security and Delivery Term Security. “Permit” means any waiver, exemption, var iance, franchise, permit, authorization, consent, ruling, certification, license or similar order of or from, or filing or registration with, or notice to, any Governmental Authority that authorizes, approves, limits or imposes conditions upon a specified activity.
“Person” means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint -stock company, trust, incorporated organization, institution, public benefit corporation , unincorporated organization, government entity or other entity.
“Pricing Node” or “PNode” has the meaning set forth in the CAISO Tariff. “Product” has the meaning set forth in Section 5.1(a).
“Progress Report” means a reasonably detailed progress report including the items set forth in Appendix III .
“Project” means the energy storage facility described in Appendix I , as such may be revised from time to time in accordance with this Agreement. “Project Safety Plan” means Seller’s written plan that includes the Safeguards and plans to comply with the Safety Requirements, as such Safeguards and Safety Requirements are generally outlined in Appendix VI.
“Prudent Operating Practice” means those practices, methods, code s and acts engaged in or approved by a significant portion of the electric power industry and applicable to energy storage facilities during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment i n light of the facts known at the time a decision is made, that could have been expected to accomplish a desired result at reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practices are not intended to be limited to the optimum practices, methods, or acts to the exclusion of others, but rather to those practices, methods and acts generally accepted or approved by a significant portion of the electric power industry in the relevant region, during the relevant time period, as described in the immediatel y preceding sentence. Prudent Operating Practices also includes taking reasonable steps to ensure that:
(a) Safeguards are implemented and maintained for the Project and at each Site and are sufficient to address reasonably foreseeable incidents; (b) equipment, material, and supplies are sufficient and accessible to operate the Project safety and reliably;
(c) operating personnel are trained, equipped, and capable of responsible operation and maintenance of the Project and at each Site, including identifying and responding to

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System Emergencies, emergencies, or Exigent Circumstances originating from or impacting the Project or Site;
(d) the Project’s material components and control systems are designed, manufactured, and configured to meet the standard of durability and safety generally used for electric power or energy storage facilities operating in the relevant region; and (e) the Project is appropriately designed, operated, maintained, monitored, and tested to ensure it continues to function safely, reliably, and consistent with the intended design specifications, applicable Laws, and Permits, and over the complete range of environmental conditions reasonably expected to occur at each Site.
“RA Attributes” means, any and all resource adequacy attribu tes, exclusive of any Local RA Attributes, Flexible RA Attributes and Other Capacity Attributes, as may be identified at any time during the Delivery Term by the CPUC, CAISO or other Governmental Authority having jurisdiction, that can be counted toward RAR and Local RAR. “Receiving Party” has the meaning set forth in Section 20.2(b). “Regulation Down” has the meaning set forth in the CAISO Tariff. “Regulation Up” has the meaning set forth in the CAISO Tariff. “Reliability Organization” means an “Electric Reliability Organization” as defined in Section 215(a)(2) of the Federal Power Act or a “regional entity” as defined in Section 215(a)(7) of the Federal Power Act.
“Remedial Action Plan” has the meaning set forth in Section 3.5. “Remediation Event” means the occurrence of any of the following with respect to the Project or a Site: (a) an Exigent Circumstance ; (b) a Serious Incident; (c) a change in the nature, scope, or requirements of applicable Laws, Permits, codes, standards, or regulations issued by Governmental Authorities which requires modifications to the Safeguards; (d) a material change to the manufacturer’s guidelines that requires modification to equipment or the Project’s operating procedures; (e) a failure or compromise of an existing Safeguard; (f) Notice by Buyer pursuant to Section 11.1 that the Project Safety Plan is not consistent with the Safety Requirements; or (g) any actual condition related to the Project or a Site that would reasonably be expected to adversely impact the safe construction, operation, or maintenance of the Project or a Site. “Remediation Period ” means the time period between the first occurrence of the Remediation Event and the resolution of such Remediation Event which period may not exceed a total of ninety (90) days; provided, however, that Seller may request to extend the Remediation Period by up to ninety (90) days if Seller is unable to resolve the Remediation Event within the initial ninety (90) day period despite exercising diligent efforts (and Buyer shall not unreasonably withhold approval of such extension), and Seller may request an additional extension of the Remediation Period of up to ninety (90) days if Seller is unable to resolve the Remediation Event within the ninety (90) day extension period despite exercising diligent efforts, which Buyer may approve or reject in its sole discretion. The Remediation Period may not, under any circumstance,

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continue for more than two hundred and seventy (270) days from the first occurre nce of the Remediation Event.
“Requirements” means Prudent Operating Practices and all applicable requirements of Law, the Utility Distribution Company, the Transmission Provider, Governmental Approvals, the CAISO, CPUC, CARB, FERC, NERC and WECC.
“Resold Product” has the meaning set forth in Section 5.1(b). “Resource Adequacy ” means the procurement obligation of load serving entities, including Buyer, as such obligations are described in CPUC Decisions D.04-10-035 and D.05-10- 042 and subsequent CPUC decisi ons addressing Resource Adequacy issues, as those obligations may be altered from time to time, and all other capacity procurement obligations established by any other entity, including the CAISO.
“Resource Adequacy Plan” has the meaning set forth in the CAISO Tariff. “Resource Adequacy Requirement ” or “ RAR” means the Resource Adequacy or successor program requirements established by the CPUC, CAISO or any other regional entity, including submission of a Supply Plan or Resource Adequacy Plan. “RMR” means “Reliability Must-Run” and has the meaning set forth in, and as used in, the CAISO Tariff.
“RMR Contract” has the meaning set forth in the CAISO Tariff. “RMR Generation” has the meaning set forth in the CAISO Tariff. “S&P” means Standard and Poor’s Financial Services, LLC (a subsidiary of The McGraw- Hill Companies, Inc.) or its successor.
“Safeguard” means any procedures, practices, or actions with respect to the Project, a Site or Work for the purpose of preventing, mitigating, or containing foreseeable acc idents, injuries, damage, release of hazardous material or environmental harm. “Safety Remediation Plan ” means a written Notice from Seller to Buyer containing information about a Remediation Event, including (a) the date, time and location of first occurrence, (b) the circumstances surrounding cause, (c) impacts, and (d) detailed information about Seller’s plans to resolve the Remediation Event.
“Safety Requirements” means Prudent Operating Practices, CPUC General Order No. 167, and all applicable safety -related (construed broadly) requirements of Law, the Utility Distribution Company, the Transmission Provider, Governmental Approvals, the CAISO, CARB, FERC, NERC and WECC.
“Scheduling Coordinator” or “SC” has the meaning set forth the CAISO Tariff. Under the terms of this Agreement, the SC may be Seller or Seller’s designated agent (i.e., a third-party).

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“SEC” means the U.S. Securities and Exchange Commission, or any successor entity performing similar functions.
“Security Agreement” means the Security Agreement, dated as of February 28, 201 9, between Member and Collateral Agent, as collateral agent for the benefit of the Secured Creditors, or any successor agreement generally available to Member’s creditors. “Security Interest” has the meaning set forth in Section 10.3(a). “Seller” has the meaning set forth in the preamble to this Agreement. “Seller’s Event of Default” has the meaning set forth in Section 7.1(a). “Serious Incident” means a harmful event that occurs on a Site during t he Term arising out of, related to, or connected with the Project or the Site that results in any of the following outcomes: (a) any injury to or death of a member of the general public; (b) the death or permanent, disabling injury to operating personnel, Seller’s Contractors or subcontractors, Seller’s employees, agents, or consultants, or authorized visitors to the Site; (c) any property damage greater than three hundred thousand dollars ($ 300,000.00); (d) release of hazardous material above the limits, o r violating the requirements, established by Permits, codes, standards, regulations, Laws or Governmental Authorities; (e) environmental impacts exceeding those authorized by Permits or applicable Law.
“Settlement Amount ” means the Non-Defaulting Party’s Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non -Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount shall be zero dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary or indirect or business interruption damages. “Shortfall” means any difference between a Delivered Quantity and a Contract Amount. “Showing Month” incorporates each day of each calendar month of the Delivery Term that is the subject of the Compliance Showings, as set forth in the CPUC Decisions. For illustrative purposes only, pursuant to the CPUC Decisions in effect as of the Effective Date , the monthly Compliance Showings made in June are for the Showing Month of August and the annual Compliance Showing made in October is for the twelve (12) Showing Months of the following year.
“Site(s)” means the real property on which the Project is located, as identified in Appendix I.
“Site Control ” means that Seller owns the Site and the Project or has demonstrable contractual real property rights to the Site sufficient for the permitting, co ntrol, development and operation of the Project.
“Spinning Reserve” has the meaning set forth in the CAISO Tariff.

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“Standalone Energy Storage Incentives” means (a) all federal tax credits associated with the construction or ownership from the Facility (in cluding credits under Sections 38, 45, 46 and 48 of the Internal Revenue Code of 1986, as amended), and (b) any federal, subsidies or other like benefits relating in any way to the Facility, including a cash grant available under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, in lieu of federal Tax credits or any similar or substitute payment available under subsequently enacted federal legislation. “Supply Plan” has the meaning set forth in the CAISO Tariff. “Supplying Party” has the meaning set forth in Section 20.2(b). “System Emergency” has the meaning set forth in the CAISO Tariff. “Tax” or “ Taxes” means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemploym ent, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. “Term” has the meaning set forth in Section 2.2(a).
“Terminated Transaction” has the meaning set forth in Section 7.2(a). “Termination Payment” has the meaning set forth in Section 7.3. “Transmission Provider” means the CAISO.
“Utility Distribution Company” has the meaning set forth in the CAISO Tariff. “WECC” means the Western Electricity Coordinating Council or its successor entity with similar functions.
“Work” means (a) work or operations performed by a Party or on a Party’s behalf; and (b) materials, parts or equipment furnished in connection with such work or operations; including (i) warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of “a Party’s work”; and (ii) the providing of or failure to provide warnings or instructions.

1.2 Rules of Interpretation. In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders;

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(c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an article, section, paragraph, clause, Party, appendix, or exhibit is a reference to that section, paragraph, clause of, or that Party, appendix, or exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement, including this Agreement means such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amen dment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the term “including” means “including without limitation ” and any list of examples following such term shall in no way restrict or limit the generality of the work or provision in respect of which such examples are provided; (h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known a nd generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings;
(l) the terms “year” and “calendar year” mean the period of months from January 1 through and including December 31; the term “month” means a calendar month unless otherwise indicated, and a “day” means a 24 -hour period beginning at 12:00:01 a.m. and ending at 12:00:00 midnight; provided that a “day” may be 23 or 25 hours on those days on which daylight savings time begins or ends, respectively;
(m) unless otherwise specified herein, where the consent of a Party is required, such consent shall not be unreasonably withheld or unreasonably delayed;

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(n) when an action is required to be completed on a B usiness Day, such action must be completed prior to 5:00 p.m. on such day, Pacific Standard time, and actions occurring after 5:00 p.m. (such as the delivery of a Notice) will be deemed to have occurred on the following Business Day;
(o) all references to Prod uct mean each and all components of the Product unless the context infers a particular component of Product; and (p) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE 2: TERM

2.1 Effectiveness.
(a) Upon Effective Date.
(i) Upon execution by both Parties, this Agreement shall be in full force and effect, enforceable and binding in all respects as of the Effective Date. (ii) Seller shall deliver to Buyer on or before the Effective Date correct and complete copies of: (A) Seller’s most recent annual report, audited consolidated financial statements, and unaudited consolidated financial statements; and (B) Seller’s organizational documents (including any certification of formation , certification of incorporation, charter, operating agreement, partnership agreement, bylaws, or similar documents) and any amendments thereto.

2.2 Term.
(a) The “Term” of this Agreement shall commence upon the Effective Date and shall continue until the expiration of the Delivery Term (unless terminated earlier in accordance with the terms of this Agreement).
(b) The “Delivery Term ” is the period commencing on the Initial Delivery Date and continuing for the number of Contract Years specified on the Cover Sheet. The “Initial Delivery Date” is the first day of the first Showing Month for which Product is delivered; provided that the Initial Delivery Date may not occur until satisfaction of the Conditions Precedent , as set forth in Article 4.

ARTICLE 3: PROJECT DEVELOPMENT

3.1 Project Construction.
(a) Seller has achieved Site Control as of the Effective Date .

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(b) Seller shall develop, design and construct the Project in timely fashion in order to perform Seller’s obligations under this Agreement. (c) Seller has caused the following to occur as of the Effective Date (“Construction Start ”): (i) acquisition of all Govern mental Approvals necessary for the construction of the Project, (ii) engagement of each Contractor, (iii) execution of the EPC Contract and issuance of a full notice to proceed thereunder that authorizes the Contractor to mobilize to the Site and begin physical construction (including, at a minimum, excavation for foundations or the installation or erection of improvements , as applicable ) at the Site, and (iv) ordering of all essential equipment and supplies, in each case (i) -(iv), as reasonably ne cessary so that physical construction of the Project may begin and proceed to completion without foreseeable interruption of material duration.

3.2 Interconnection. Seller has executed and delivered all necessary Interconnection Agreements as of the Effective Date . Seller shall ( a) comply with all terms and conditions contained in the Interconnection Agreement as necessary for the safe and reliable delivery of the Product and ( b) arrange, schedule and be responsible for any and all electric distribution and transmission service including any Governmental Approvals required for the foregoing. Seller shall fulfill all contractual, metering and applicable interconnection requirements, including Electric System Upgrades and those requirements set forth in the Utility Distribution Company’s applicable tariffs, the Participating Transmission Owner’s applicable tariffs, the CAISO Tariff and implementing CAISO standards and requirements, so as to be able to deliver the Product to Buyer.

3.3 Metering. At Seller’s expense, Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively to the Project and shall install , or cause to be installed, all necessary metering and telemetry required by the CAISO to deliver the Product.

3.4 Progress Reports. Within fifteen (15) days after the close of each calendar quarter, starting with t he first calendar quarter following the Effective Date and until the Commercial Operation Date, Seller shall provide to Buyer a Progress Report in a Notice and agree to regularly scheduled meetings between representatives of Buyer and Seller to review such quarterly reports and discuss Seller’s progress.

3.5 Remedial Action Plans . If Seller anticipates that it will not be able to timely satisfy the Commercial Operation Milestone, except as the result of Force Majeure or a Buyer’s Event of Default, Seller shall submit to Buyer no later than thirty (30) days prior to the relevant deadline a remedial action plan (“Remedial Action Plan”), which will describe in detail the actual delay, any anticipated delay beyond the scheduled deadline, the cause of the delay , and Seller’s proposed course of action to achieve the Initial Delivery Date by the Expected Initial Delivery Date. D elivery of a Remedial Action Plan shall not relieve Seller of any obligation under this Agreement.

3.6 Standalone Energy Storage Incentives. Seller shall have exclusive rights to any Standalone Energy Storage Incentives and Buyer shall not own nor have the right to share in any benefits associated with such Standalone Energy Storage Incentives.

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ARTICLE 4: INITIAL DELIVERY DATE

4.1 Timing of the Initial Delivery Date.
(a) Timely Initial Delivery Date. Seller shall cause t he Initial Delivery Date to occur on, and not prior to, the Expected Initial Delivery Date. (b) Early Initial Delivery Date. If Seller wishes for the Initial D elivery Date to occur prior to the Expected Initial Delivery Date, Seller may provide Buyer with a written request for a specified earlier date, so long as such written request is provided at least one (1) year prior to the Expected Initial Delivery Date. If Buyer agrees to the requested earlier date, the Parties shall execute a written amendment to this Agreement memorializing the agreement that each reference to the Expected Initial Delivery Date in this Agreement shall thereafter be deemed a reference to such earlier date.
(c) Failure to Meet Expected Initial Delivery Date.
(i) Seller shall provide Buyer with advance Notice of an y delay in achieving the Initial Delivery Date on the Expecte d Initial Delivery Date , including a true and reasonably detailed explanation of the cause of such delay (“Delay Notice”), at least ninety (90) days in advance of the Expected Initial Delivery Date (or, if Seller’s anticipation of such delay does not arise until after such advance window, then as soon as reasonably possible following such anticipation arising). For each day beginning with the day after the Expected Initial Delivery Date until and including the date on which the Initial Delivery Date occurs, for a period beyond th e Expected Initial Delivery Date lasting no more than one hundred eighty (180) days (“IDD Cure Period”), Seller shall pay IDD Delay Damages to Buyer. Buyer shall invoice Seller for the amount of any IDD Delay Damages. Buyer may draw any IDD Delay Damages that are due to Buyer from the Development Security after providing an invoice for the amounts due . Notwithstanding the foregoing, if Seller fails to achieve the Initial Delivery Date by the Expected Initial Delivery Date due to Force Majeure or a Buyer’s Event of Default, subject to the notice requirements in Section

8.1, the IDD Cure Period shall be extended on a day -for-day basis for such events, and no IDD Delay Damages shall be required to be paid for such period of delay due to Force Majeure or Buyer’s Event of Default.
(ii) Each Party agrees that (A) the damages that Buyer would incur due to Seller’s delay in achieving the Expected Initial Delivery Date would be difficult or impossible to predict with certainty and (B) the IDD Delay Damages are an appropriate approximation of such damages.

4.2 Conditions Precedent to the Initial Delivery Date . Seller shall take all actions and obtain all approvals necessary to meet the obligations of this Agreement and to deliver the Product to Buyer pursuant to the terms of this Agreement. The following obligations of Seller are conditions precedent to the Initial Delivery Date (collectively, the “Conditions Precedent”) and must be satisfied at least seventy-five (75) days before the Initial Delivery Date, unless a different deadline is set forth below, in which case such other deadline shall govern, to Buyer’s reasonable satisfaction:

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(a) Seller shall have provided to Buyer updated correct and complete copies of the items identified in Section 2.1(a)(ii).
(b) Seller shall have secured all CAISO and Governmental Approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer, including at the Contract Amounts. (c) Seller has secured and maintained Site Control.
(d) On or before the Commercial Operation Deadline, Seller shall have caused the Project to become Commercially Operable.
(e) Seller shall have provided to Buyer a certification of Seller and a Licensed Professional Engineer, substantially in the form attached hereto as Appendix IV, demonstrating (i) that the Commercial Operation Date has occurred and (ii) satisfactory completion of the Project at the Site.
(f) Seller shall have provided to Buyer all documentation reasonably acceptable to Buyer demonstrating that the Project successfully completed all applicable testing and registration procedures required by CAISO to Bid into the CAISO Markets. (g) Seller shall have executed and complied with any necessary Interconnection Agreement(s) and installed any necessary metering to deliv er Product to Buyer, in each case in accordance with the CAISO Tariff and any applicable tariffs of the Utility Distribution Company and the Participating Transmission Owner.
(h) On or before the Initial Delivery Date, Seller shall have provided Delivery Term Security to Buyer as required by Section 10.2.
(i) As of the Initial Delivery Date, n o Event of Default on the part of Seller shall have occurred and be continuing and no Remediation Event shall have occurred and remain unresolved.
(j) Seller shall have submitted to Buyer a Project Safety Plan. (k) Seller shall have obtained certification of Product in accordance with the CAISO Tariff and CPUC requirements applicable to Product (i) resulting in certifications of not less than the Contract Amounts and (ii) so as to ensure the Project is fully deliverable such that Seller is able to deliver Product in the Contract Amounts to Buyer for purposes of counting towards Buyer’s Compliance Obligations.
(l) As of the dates required under Section 5.2(b) and Section 5.2(c) , as applicable, (i) Seller shall have submitted, or shall have caused its SC to have submitted, a Notice to Buyer including Seller’s proposed Supply Plan for the first Showing Month in accordance with Section 5.2(b) and (ii) Seller shall have submitted, or shall have caused its SC to have submitted, a Supply Plan to CAISO in accordance with Section 5.2(c).

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(m) Seller shall have provided to Buyer an attestation, in the form attached hereto as Appendix VII, that Seller is following all of the rules set forth in CPUC Decision 18-01- 003 on Multiple -Use Application Issues, issued January 17, 2018, regarding the multi ple-use applications of energy storage facilities (the “MUA Decision”). (n) Seller shall have delivered to Buyer all insurance documents required under Article 16.
(o) As of the Initial Delivery Date, Seller shall have paid Buyer for all amounts owing under this Agreement, if any, including IDD Delay Damages, if any.

4.3 Cooperation in Connection with Initial Delivery Date . The Parties agree that, in order for Seller to achieve the Initial Delivery Date, the Parties may have to perform certain of their Delivery Term obligations in advance of the Initial Delivery Date. The Parties shall cooperate with each other in order for Buyer to be able to utilize the Product beginning on the Initial Delivery Date and Seller agrees to cause the Project’s SC to cooperate in order to achieve the same.

4.4 Confirmation of Initial Delivery Date . Once each of the Conditions Precedent has been satisfied by Seller (other than any Condition Precedent that may only be satisfied as of the Initial Delivery Date), Seller shall certify such satisfaction to Buyer in a Notice confirming the anticipated occurrence of the Initial Delivery Date. Buyer shall Notify Seller of any disagreement that Seller has satisfied such Conditions Precedent (with reasonable detail in regard to each Condition Precedent) within fifteen (15) Business Days of Seller’s Notice. On or promptly following the Initial Delivery Date (in no event later than five (5) Business Days thereafter), Buyer shall provide a Notice to Seller confirming the occurrence of the Initial Delivery Date.

ARTICLE 5: TRANSACTION

5.1 Product.
(a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer, for Buyer’s exclusive use, all Capacity Attributes that may be calculated or derived from the Operational Characteristics, which must be exclusively from the Project (collectively, the “Product”), pursuant to the terms and conditions contained herein .

Operational Characteristics shall not be modified during the Term. (b) In addition to the Capacity Attributes, the Product in cludes the exclusi ve right to claim the Contract Amounts as an incremental resource for purposes of CPUC D.21 -06- 035. During the Delivery Term Buyer shall have the exclusive right to claim the Contract Amounts as an incremental resource for purposes of CPUC D.21-06-035. (c) Buyer shall have the right to re-sell all or a portion of the Product purchased under this Agreement (“Resold Product”).
(d) Product does not confer to Buyer any right to dispatch or receive Energy or Ancillary Services from the Project.

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5.2 Purchase and Sale Obligation.
(a) For each day of each Showing Month during the Delivery Term, Seller agrees to deliver all Capacity Attributes of Product to Buyer , including in the amounts and categories set forth on the Cover Sheet (“Contract Amounts”). (b) No later than fifteen (15) Business Days prior to the applicable Compliance Showing deadlines for each Showing Month, Seller shall submit, or cause its SC to submit, a Notice to Buyer which includes Seller’s proposed Supply Plan for such Showing Month in a format and to a platform as Notified by Buyer to Seller prior to such deadline. No later than ten (10) Business Days before the applicable Compliance Showing deadlines for each Showing Month, Buyer may Notify Seller of any administrative or typographical corrections to the Supply Plan and Seller shall implement any such corrections in the Supply Plan that it submits, or causes to be submitted, to the CAISO. In the event that Buyer does not Notify Seller of any such corrections to the proposed Supply Plan, Seller shall submit the Supply Plan to CAISO as it was proposed by Notice to Buyer.
(c) After following the procedure in Section 5.2(b), Seller shall submit, or cause to be submitted, a Supply Plan to CAISO, in accordance with the applicable Compliance Showing deadlines for each Showing Month, to identify and confirm the Product to be delivered to Buyer (or, with regard to Resold Product, Buyer’s designee) for each day within the applicable Showing Month. For each of the Capacity Attributes of Product that Seller submits in its Supply Plan in the applicable Showing Month, Seller shall not submit an amount greater than the Contract Amount of each of the respective Capacity Attributes. The lo west daily quantity that Seller submits for each of the Capacity Attributes in a Supply Plan shall be deemed to be the amount of the respective Capacity Attributes that Seller has delivered for such Showing Month (“Delivered Quantities”). (d) For all Capacity Attributes of the Product that Seller delivers during the Delivery Term in accordance with this Agreement, Buyer shall, in accordance with Article 9, pay Seller a monthly payment (“Monthly Payment” or “MP”) as follows:

MP = (DQ / CA) × PQ × CP
where,
DQ = The sum of the Delivered Quantities of all RA Attributes, Local RA Attributes, and Flexible Attributes;
CA = The sum of the Contract Amounts of all RA Attributes, Local RA Attributes, and Flexible Attributes;
PQ = The payment quantity set forth on the Cover Sheet (“ Payment Quantity”); and
CP = The contract price set forth on the Cover Sheet (“Contract Price”).

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5.3 Allocation of CAISO Payments and Costs.
(a) Except as may otherwise be provided in this Agreement, Seller shall retain any revenues it may receive from and pay all costs charged by, the CAISO or any other third party with respect to the Product or Project.
(b) To the extent that the Project is subject to the terms of the Availabi lity Standards, Non-Availability Charges, and Availability Incentive Payments of the CAISO Tariff, the Parties agree that any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any Non -Availability Charges are t he responsibility of Seller and for Seller’s account.

ARTICLE 6: OPERATIONS

6.1 Operations. Seller shall at all times retain operational control of the Project and be responsible for operation and maintenance of the Project.

6.2 Charging Energy. Seller shall be responsible for procuring and delivering all of the Charging Energy to the Project and paying all of the associated costs of such Charging Energy.

6.3 Standard of Care . In performing all of its obligations under this Agreement , including in its scheduling, interconnection, operation and maintenance of the Project, Seller shall comply with all Requirements and Safety Requirements.

6.4 Buyer’s Compliance Obligations; Certification of Product. (a) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. Promptly following Buyer’s written request, Seller agrees to take all actions and execute or provide any documents, information, or instruments with respect to Product reasonably necessary to enable Buyer to comply with the requirements of any Governmental Authority.
(b) During the Delivery Term, Seller shall, at no cost to Buyer, obtain and maintain CAISO and all applicable Governmental Authority certification(s) for all elements of the Product for which certification is or may become required in order to enable Buyer to receive and use such Product, including use of such Product to satisfy its Compliance Obligations. If Buyer is required under applicable Law to obtain such certification, Seller shall take all actions within it s control to ensure that Buyer is able to secure such certification. Seller, at no cost to Buyer, shall take all other actions during the Delivery Term, including submission of all reports and other filings with CAISO and applicable Governmental Authoriti es, that are required to be taken by Seller to ensure that Buyer can receive the Product and shall take all actions within its control to assist Buyer in taking actions required to be taken by Buyer with regard to receipt of Product.

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6.5 Scheduling.
(a) Seller shall be the SC or shall designate a qualified third party to fulfill such role for the Project in order to deliver Product to Buyer during the Delivery Term in accordance with the terms of this Agreement. Seller shall be solely responsible for all costs associated with the SC. Seller shall take, or cause its SC to take, all necessary steps to qualify itself and the Project in such other manner identified and approved by the CAISO and CPUC that permits Seller to provide Product to Buyer.
(b) Seller sh all comply, and shall cause SC to comply , with all applicable CAISO Tariff provisions, CPUC Decisions and all other applicable rules, requirements or Laws, including any Bidding of the Project to meet any Must Offer Obligations , in order to deliver the Product to Buyer and allow Buyer to use the Product to satisfy Buyer’s Compliance Obligations. (c) Buyer shall have no liability for the failure of Seller or SC to comply with any applicable Law, Requirements, or other requirement of the Transmission Provider or Utility Distribution Company, including any penalties, charges or fines imposed for such noncompliance except to the extent that such noncompliance is due to Buyer’s failure to comply with its obligations under this Agreement . In no event shall Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize a Shortfall. (d) Seller shall not accept, and shall cause the Project ’s SC to not accept, any proposed CPM or RMR designation by the CAISO unless and un til Buyer has agreed to accept such designation in a Notice. In addition, Seller shall promptly Notify, or cause the Project’s SC to promptly Notify, Buyer within one (1) Business Day of the time Seller or the SC receives a proposal from CAISO to designate any portion of the Product as CPM Capacity or RMR Generation. During the Delivery Term, Buyer has exclusive right to enter into a RMR Contract with respect to the Product or any component thereof, provided that the RMR Contract would not require the Project to operate beyond the O perational Characteristics or beyond the end of the Delivery Term.

6.6 Information Sharing and Shared Learning . Seller understands and acknowledges that Buyer is entering into this Agreement in part to gain operational and market information regarding the performance, efficiency, operations, maintenance, and multiple uses of energy storage and storage assets as an integral part of Buyer’s portfolio of assets to meet its customers’ needs as well as to gain an understanding of the impact of energy storage on load forecasting as a load serving entity. Throughout the Delivery Term, Seller agrees to share such information with Buyer , including meter data and hourly charging and discharging data but excluding cost or similar proprietary information, upon Buyer’s request, with such information to be treated by Buyer as Confidenti al Information. Seller shall provide such applicable meter data to Buyer in a format and to a platform specified by Buyer that is reasonably acceptable to Seller.

For information related to Seller’s multiple uses of the Project, Seller shall promptly pro vide Notice to Buyer any time it provides any services, attributes, or products from the Project to a third party.

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6.7 Changes in Law.
(a) In the event of any change in Requirements by the CPUC, CAISO, or other Governmental Authority or Person (in each case, other than a Party) having jurisdiction over Capacity Attributes that results in an increase or decrease to the amount of Capacity Attributes (other than Other Capacity Attributes) that may be calculated or d erived from the Operational Characteristics (including in the case of a new category of Capacity Attributes) , then either Party shall provide Notice to the other Party as soon as practicable following knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“ Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended Contract Amounts and Payment Quantity based on such change and the date that Seller shall commence delivery of such amended amounts (“ Confirmation Notice ”); provided that, in the case of an increase to the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics, Buyer shall have sole discretion over whether to accept a correspondin g increase to any Contract Amount and the Payment Quantity; provided further that, if Buyer declines to accept any such increase, Seller shall have the right to sell to third parties any Capacity Attributes resulting from such increase that are in excess o f the Contract Amounts . The Contract Amounts and Payment Quantity shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date ”) without further need for the Parties to amend this Agreement.

Until the Capacity Adjustment Date, Seller shall continue to deliver the Contract Amounts of the Capacity Attributes of Product as stated prior to the Confirmation Notice , unless otherwise required by Law or other Requirements . In the event that Buyer disputes the altered a mounts of Capacity Attributes that may be calculated or derived from the Operational Characteristics as set forth in the Change Notice, the Parties shall resolve such dispute in accordance with the dispute resolution procedures set forth in Section 19.2.

Notwithstanding the provisions of this Section 6.7(a) , i f Buyer sends a Change Notice that indicates that a decrease to the amount of Capacity Attributes will trigger a reduction of the total Monthly Payments that Seller will receive for the twelve (12)-month period following the Capacity Adjustment Date by ten percent (10%) or more of the total Monthly Payments received by Seller in the immediately preceding twelve (12) -month period, then Seller may send a Notice to Buyer of its intent to ter minate this Agreement. Buyer and Seller shall then engage in good faith negotiations to resolve the effects of the change to the Requirements with respect to the Capacity Attributes and the percentage reduction of total Monthly Payments, if any. If Buyer and Seller are unable, within sixty (60) days after delivery of such Notice, to agree upon changes to this Agreement or to resolve issues relating to the change in Requirements with respect to the Capacity Attributes, then Seller may send a Notice designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement. If Seller terminates this Agreement pursuant to this Section 6.7(a), then neither Party shall have any further liability to one another other than with respect to any liabilities or obligations that have accrued as of the date of termination set forth in the Notice. Notwithstanding the foregoing, Seller shall h ave no right to terminate this Agreement pursuant to this provision if, and for so long as, Buyer has received a Confirmation Notice and Buyer agrees to pay a Monthly Payment equal to ninety percent (90%) of the amount that is equal to the total Monthly Payments received by Seller in the immediately preceding twelve (12)-month period, divided by twelve (12).

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(b) In the event a centralized capacity market develops within the WECC region, Buyer will have exclusive right to offer, bid, or otherwise submit the Product for re-sale in such markets, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.
(c) If a change in CAISO , CPUC or other Governmental Authority Requirements renders this Agreement or any p rovisions hereof incapable of being performed or administered, then either Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and adminis tered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date . Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good fai th. If Buyer and Seller are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then either Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Section 19.2. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or admi nistered, or constitute, or form the basis of, a Force Majeure, and (ii) all of unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution.

ARTICLE 7: EVENTS OF DEFAULT; REMEDIES

7.1 Events of Default.
(a) Seller will be deemed a Defaulting Party upon the occurrence of any of the following (each, a “Seller’s Event of Default”):
(i) Seller fails to satisfy a Performance Assurance requirement set forth in Article 10 and Seller fails to provide replacement Performance Assurance within ten (10) Business Days of Buyer’s written demand therefor in accordance with Article 10; (ii) any material misrepresentation or omission, in any metering or submetering, Supply Plan, report, or Notice with regard to delivery of the Product, or undue delay or withholding of such data, report or N otice, which misrepresentation or undue delay or withholding is not cured within ten (10) Business Days of Buyer’s receipt thereof; (iii) Seller intentionally or knowingly delivers, or attempts to deliver Product that is not produced by the Project;
(iv) Seller fails to pay IDD Delay Damages in accordance with Section

4.1(c);
(v) Seller fails to achieve the Initial Delivery Date prior to the expiration of the IDD Cure Period, as such IDD Cure Period may be extended for Force Majeure or a Buyer’s Event of Default; or

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(vi) Any failure by Seller in a Showing Month to deliver Delivered Quantities to Buyer equal to the Contract Amounts in accordance with Section 5.2; provided that a Seller’s Event of Default shall not be deemed to have occurred under this Section 7.1(a)(vi) if such failure has not been preceded by two (2) or more such failures in separate Showing Months within the last six (6) months and Seller provides Buyer with substitute Capacity Attributes that are acceptable to Buyer in Buyer’s reasonable discretion in the amount of such Shortfall and for the time period of such Shortfall.
(vii) For the avoidance of doubt : (1) a Seller’s Event of Default shall be deemed to have occurred under Section 7.1(a)(vi) if Seller fails to provide Buyer with substitute Capacity Attributes in accordance with Section 7.1(a)(vi); (2) the amount described in Section

7.1(a)(vi) shall be owed by Seller to Buyer on a separate and additional basis for each of any two (2) failures under Section 7.1(a)(vi) occurring within any six (6) month period; and (3) the amount described in Section 7.1(a)(vi) represents Buyer’s direct damages as a result of a failure by Seller to deliver Delivered Quantities to Buyer equal to the Contract Amounts in accordance with Section

5.2 and is in addition to Seller’s indemnity obligations under Article 15 for any third-party Claims, including any penalties or fines imposed by CAISO or the CPUC. (b) Either Party will be deemed a Defaulting Party upon the occurrence of any of the following (each, a “Party’s Event of Default”):” (i) the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within ten (10) Business Days after Notice thereof;
(ii) any representation or warranty made by such Party under this Agreement is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof , or such longer additional period, not to exceed an additional sixty (60) days, if the Defaulting Party is unable to remedy such default within such initial thirty (30) day period despite exercising diligent efforts;
(iii) the failure by such Party to perform any material covenant or obligation set forth in this Agreement, including any failure by Seller to comply with Sections 5.1,

5.2, or 6.4 or with any Requirement or Safety Requirement in accordance with Section 6.3, in any case except to the extent constituting a separate Event of Default, and such failure is not remedied within thirty (30) da ys after Notice thereof , or such longer additional period, not to exceed an additional ninety (90) days, if the Defaulting Party is unable to remedy such default within such initial thirty (30) day period despite exercising diligent efforts; (iv) such Party becomes Bankrupt;
(v) such Party assigns this Agreement or any of its rights hereunder other than in compliance with Article 18; or
(vi) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, anoth er entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails

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to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an agreement reasonably satisfactory to the other Party.

7.2 Remedies; Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party has occurred, the other Party (“ Non-Defaulting Party”) shall have the following rights:
(a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement (“ Early Termination Date ”) that terminates this Agreement (the “Terminated Transaction”) and ends the Delivery Term effective as of the Early Termination Date;
(b) to accelerate all amounts owing between the Parties, and to collect as liquidated damages (i) the Damage Payment, in the case of an Event of Default by Seller occurring before the Initial Delivery Date, including an Event of Default under Section 7.1(a)(v), or (ii) the Termination Payment calculated in accordance with Section 7.3 below, in the case of any other Event of Default by either Party;
(c) to withhold any payments due to the Defaulting Party under this Agreement; (d) to suspend performance; or
(e) to exercise any other right or remedy available at law or in equity, including specific performance or injunctive relief, except where an express and exclusive remedy or measure of damages is provided under this Agreement;
provided, that payment by the Defaulting Party of the Damage Payment or Termination Payment, as applicable, shall constitute liquidated damages and the Non -Defaulting Party’s sole and exclusive remedy for any Terminated Transaction and the Event of Default related thereto.

7.3 Termination Payment. The Termination Payment (“Termination Payment”) for a Terminated Transaction shall be the aggregate of the Settlement Amount plus any or all other amounts due to or from the Non-Defaulting Party, as of the Early Termination Date , netted into a single amount. The Non-Defaulting Party shall calculate a Settlement Amount for the Terminated Transaction as of the Early Termination Date. Third parties supplying information for purposes of the calculation of Gains or Losses may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information.

The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interrupti on damages. Without prejudice to the Non -Defaulting Party’s duty to mitigate, the Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount. Each Party agrees and acknowledges that (a) the actual damages t hat the Non-Defaulting Party would incur in connection with a Terminated Transaction would be difficult or impossible to predict with certainty, (b) the Damage Payment or Termination Payment described in Section 7.2 or this Section 7.3 , as applicable , is a reasonable and appropriate approximation of such damages, and (c) the Damage Payment or Termination Payment described in Section 7.2 or this Section 7.3 , as applicable, is the exclusive remedy of the Non -Defaulting Party in connection with a Terminated Transaction but shall not otherwise act to limit any of the

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Non-Defaulting Party’s rights or remedies if the Non-Defaulting Party does not elect a Terminated Transaction as its remedy for an Event of Default by the Defaulting Party.

7.4 Notice of Payment of Termination Payment . As soon as practicable after a Terminated Transaction, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Damage Payment or Termination Payment and whether the Termination Payment is due to or from the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation.

The Termination Payment shall be made to or from the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.

7.5 Disputes with Respect to Termination Payment. If the Defaulting Party disputes the Non -Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Busines s Days of receipt of the Non -Defaulting Party’s calculation of the Termination Payment, provide to the Non -Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be determined in accordance with Article 19.

7.6 Rights and Remedies Are Cumulative . Except where an express and exclusive remedy or measure of damages is provided, the rights and remedies of a Party pursuant to this Article 7 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement.

ARTICLE 8: FORCE MAJEURE

8.1 Force Majeure.
(a) Effect of Force Majeure. A Party shall not be considered to be in default in the performance of its obligations to the extent that the failure or delay of its performance is due to a Force Majeure event, and the non -affected Party shall be excused from its corresponding performance obligations for the period of the affected Party’s failure or delay of performance. The burden of proof for establishing the existence and consequences of an event of Force Majeure lies with the Party initiating the claim.
(b) Notice of Force Majeure. The Party desiring to invoke the Force Majeure event as a cause for delay in its performance of, or failure to perform, any o bligation hereunder, shall provide prompt Notice to the other Party in the form of a letter identifying the event of Force Majeure and describing in detail the particulars of the occurrence giving rise to the Force Majeure event including the expected dura tion, when known, and the effect of such Force Majeure event.

Failure to provide timely Notice constitutes a waiver of a claim of Force Majeure. Promptly, but in any event within ten (10) days after a Notice is given pursuant to the preceding sentence, t he Parties shall meet to discuss the basis and terms upon which the arrangements set out in this Agreement shall be continued taking into account the effects of such event of Force Majeure. (c) Mitigation of Force Majeure . The suspension of a Party ’s performance under this Agreement due to a claim of Force Majeure shall be of no greater scope and of no longer duration than is required by the Force Majeure event. A Party suspending performance due to Force Majeure shall take, or cause to be taken, such action as may be necessary to void, or nullify,

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or otherwise to mitigate, in all material respects, the effects of such event of Force Majeure. The Parties shall take all reasonable steps to resume normal performance under this Agreement after the cessation of any Force Majeure event. If Seller cannot meet the Expected Initial Delivery Date as a result of a Force Majeure event declared by Seller in accordance with this Agreement, then Seller shall work diligently to resolve the effect of the Force Majeure and pro vide evidence of its efforts promptly upon Buyer’s written request.
(d) Force Majeure Failure . Notwithstanding any provision to the contrary, Buyer shall have the right, but not the obligation, to terminate this Agreement after the occurrence of the following, each constituting a “Force Majeure Failure”:
(i) if during the Delivery Term:
(A) due to a Force Majeure event, Seller is unable to meet its obligations under this Agreement (including any failure to deliver Delivered Quantities to Buyer equal to the Contract A mounts) on more than one hundred eighty (180) days within any three hundred sixty-five (365) day period; or
(B) the Project is destroyed or rendered inoperable by an event of Force Majeure; provided that Seller may repair or restore the Project if: (1) Seller provides to Buyer within the sixty (60) day period following the conclusion of the Force Majeure event a certificate from a non -affiliated, licensed professional engineer attesting that the Project can be restored to original operational status within the six (6) month period following the conclusion of the Force Majeure event; (2) Seller provides Buyer with Notice of Seller’s election to repair or restore the Project within the sixty (60) day period following the conclusion of the Force Majeure event; and (3) Seller completes such repair or restoration to original operational status within the six (6) month period following the conclusion of the Force Majeure event; (ii) if Seller is unable, due to a Force Majeure event, to achieve the Initial Delivery Date by one hundred eighty (180) days after the Expected Initial Delivery Date. (e) Effect of Termination for Force Majeure Failure. If Buyer exercises its termination right in connection with a Force Majeure Failure under Section 8.1(d), then this Agreement shall terminate without further liability of either Party to the other, effective upon the date set forth in Buyer ’s Notice of termination, subject to each Party ’s satisfaction of all of the final payment and survival obligations set forth in Section 21.3.

ARTICLE 9: INVOICING AND PAYMENT

9.1 Invoicing. Seller shall make good faith efforts to deliver an invoice, in arrears, to Buyer no sooner than ten (10) Business Days after the end of each Showing Month of the Delivery Term for all amounts due from Buyer to Seller under this Agreement, including, as applicable: (a) the Monthly Payment, an d (b) other compensatory adjustments required by this Agreement , including adjustments for Taxes. Each invoice shall (i) contain data sufficient to document and verify all amounts included therein, including any relevant records, invoices, or settlement data from CAISO, necessary to verify the accuracy of any amount and (ii) be in a format specified by Buyer.

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9.2 Payment. Buyer shall make payment to Seller by wire transfer or ACH payment to the bank account provided on each monthly i nvoice. Buyer shall pay undisputed invoice amounts by the twenty -third (23rd) day of the month following the month in which the invoice was provided by Seller. If such due date falls on a weekend or legal holiday, such due date shall be the next Business D ay. Any undisputed portion of the invoice amount paid after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on an annual interest rate equal to the three-month LIBOR , plus two percent (2%) (the “Interest Rate”). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

9.3 Payment Adjustments; Billing Errors . Payment adjustments shall be made if Buyer or Seller discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Section 9.4 or an adjustment to an amount previously invoiced or paid is required due to a correction of data by CAISO . If the required adjustment is in favor of Buyer, Buyer’s next monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice. Adjustments in favor o f either Buyer or Seller shall bear interest at the Interest Rate, until settled in full, in accordance with Section 9.2, accruing from the date on which the adjusted amount should have been due.

9.4 Billing Disputes. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date of the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within five (5) Business Days of such resolution along with interest accrued at the Interest Rate from and including the original due date to but excluding the date paid. Inadvertent overpayments shall be returned via adjustments in accordance with Section

9.3. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 9.4 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a th ird party not affiliated with any Party and such third party corrects its information after the twelve (12) month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

9.5 Netting of Payments. The Parties hereby agree that they shall discharge mutual undisputed debts and payment obligations due and owing to each other on the same date throug h netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Product during the monthly billing period under this Agreement or otherwise arising out of this Agreement, including any related damages, interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.

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ARTICLE 10: PERFORMANCE ASSURANCE

10.1 Seller’s Development Security. To secure its obligations under this Agreement, Seller shall deliver the Development Security to Buyer within thirty (30) days of the Effective Date. Seller shall maintain the Development Security in full force and effect and Seller shall within five (5) Business Days after any draw thereon replenish the Development Security in the event Buyer collects or draws down any portion of the Development Security for any reason permitted under this Agreement other than to satisfy a Termination Payment. Upon the earlier of (a) Seller’s delivery of the Delivery Term Security, or (b) sixty (60) days after termination of this Agreement, Buyer shall return the Development Security to Seller, less the amounts drawn in accordance with this Agreement. If the Development Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the minimum Credit Rating specified in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Expected Initial Delivery Date , or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit by such issuer, Seller shall have ten (10) Business Days to either post cash or deliver a substitute Letter of Credit that meets the requirements set forth in the definition of Development Security.

10.2 Seller’s Delivery Term Security. To secure its obligations under this Agreement, Seller shall deliver Delivery Term Security to Buyer on or before the Initial Delivery Date. Seller shall maintain the Delivery Term Security in full force and effect, and shall within five (5) Business Days after any draws made by Buyer in accordance with this Agreement (other than to satisfy a Termination Payment) replenish the Delivery Term Security (except in the case of a Guaranty, as to which there is no obligation of Seller to replenish) , until the fol lowing have occurred: ( a) the Delivery Term has expired or terminated early; and (b) all payment obligations of Seller then due and payable under this Agreement, including compensation for penalties, Termination Payment, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set-off or netting). Following the occurrence of both events, Buyer shall promptly return to Seller the unused portion of the Delivery Term Security. If the Delivery Term Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the minimum Credit Rating set forth in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the end of the Delivery Term , or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit by such issuer, Seller shall have ten (10) Business Days to deliver substitute Delivery Term Security that meets the requirements set forth in the definition of Delivery Term Security. If the Delivery Term Security is a Guaranty and the Guarantor (i) fails to maintain the minimum Credit Rating set forth in the definition of “Guarantor,” (ii) becomes Bankrupt, or (iii) fails to honor Buyer’s properly demanded payment in accordance with the terms of the Guaranty, Seller shall have ten (10) Business Days to deliver substitute Delivery Term Security that meets the requirements set forth in the definition of Delivery Term Security.

10.3 First Priority Security Interest in Cash or Cash Equivalent Collateral. (a) To secure its obligations under this Agreement , and until released as provided herein, Seller hereby grants to Buyer a present and continuing first -priority security interest (“Security Interest”) in, and lien on (and right to net against), and assignment of the Development Security, Delivery Term Sec urity, any other cash collateral and cash equivalent

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collateral posted pursuant to Sections 10.1 and 10.2 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to take all action as Buyer reasonably requires in order to perfect Buyer’s Security Interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the li quidation thereof. Upon or any time after the occurrence of a Seller’s Event of Default or a Party’s Event of Default on the part of Seller, an Early Termination Date resulting from a Seller’s Event of Default or a Party’s Event of Default on the part of Seller, or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Delivery Term Security, Buyer may do any one or more of the following (in each case subject to the final sentence of this Section

10.3):
(i) Exercise any of its rights and remedies with respect to the Development Security and Delivery Term Security, including any such rights and remedies under Law then in effect;
(ii) Draw on any outstanding Letter of Credit issued for its benefit and retain any cash held by Buyer as Development Security or Delivery Term Security; and (iii) Liquidate all Development Security or Delivery Term Security (as applicable) then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. (b) Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Agreement (Seller remains liable for any amounts owing to Buyer after such application), subject to Buyer’s obligation to return any surplus proceeds remaining after these obligations are satisfied in full.

10.4 Seller Financial Information. If requested by Buyer, Seller shall deliver to Buyer (a) within one hundred twenty (120) days following the end of each fiscal year, a copy of Seller’s annual report containing unaudited consolidated financial statements for such fiscal year, if available, (or audited consolidated financial statements for such fiscal year, if otherwise available) and (b) within sixty (60) days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Seller’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter, if available. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with Generally Accepted Accounting Principles. This information shall be deemed to be Confidential Information for purposes of this Agreement.

10.5 Buyer Credit Support.
(a) To secure Buyer’s obligations under this Agreement, Seller shall have the right to execute a Join der, which shall allow Seller to become a “PPA Provider” and “Secured Creditor” for all purposes under the Lockbox Arrangement Documents for so long as Member is subject to the Security Agreement and the Lockbox Account Control Agreement (or any successor arrangement generally available to Member’s creditors and permitted under Section 10.5(b)(iii)) (the current arrangement under the Lockbox Arrangement Documents and any successor

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arrangement thereto generally available to Buyer’s creditors is the “ Member Lockbox Arrangement”); provided, however, that if Member provides Member Performance Security, then so long as Buyer (or Member, as applicable) is not in default under this Agreement or any of the Lockbox Arrangement Documents, Buyer may, at the dir ection of its Member’s City Council, request the dissolution of the Member Lockbox Arrangement and Seller hereby agrees that (x) its security interest under the Member Lockbox Arrangement shall terminate, without further action, effective upon the terminat ion of the security interests of all other PPA Providers under the Member Lockbox Arrangement and (y) if requested by Buyer or Member, Seller would promptly execute a written termination statement confirming such termination in accordance with the Lockbox Arrangement Documents.
(b) Under the Member Lockbox Arrangement:
(i) Buyer shall cause Member to provide notice to Seller of the termination of all security interests under the Security Agreement or the termination of any other Lockbox Arrangement Document.
(ii) Buyer further agrees it will cause Member to not grant any additional security interests or permit any party to have payment or enforcement rights (i) under the Security Agreement on terms more favorable than those currently offered to Seller, or (ii) under any arrangement similar to the Security Agreement that is generally available to Member’s creditors unless Seller is offered the right to participate in such arrangement on terms no less favorable than those offered to the other participants. (iii) In addition, so long as Buyer (or Member, as applicable) is not in default under this Agreement and Member is not in default under any of the Lockbox Arrangement Documents, Buyer may request the dissolution of the current Member Lockbox Arrangement in order to permit M ember to enter into a substantially similar successor Member Lockbox Arrangement and, provided that Seller is allowed to become a PPA Provider (or its equivalent) and Secured Creditor (or its equivalent) under the successor Member Lockbox Arrangement, Seller hereby agrees that (x) its security interest under the Security Agreement shall terminate, without further action, effective upon the termination of the security interests of all other PPA Providers under the Security Agreement and the grant and perfect ion of a security interest under the successor Member Lockbox Arrangement, and (y) if requested by Buyer, Seller would promptly execute a written termination statement confirming such termination in accordance with Section

7.12 of the Security Agreement.
(c) If Buyer causes Member to provide Member Performance Security, then Buyer shall maintain, or cause Member to maintain, the Member Performance Security in full force and effect until the following have occurred: (i) the Delivery Term has expired or terminated early; and (ii) all payment obligations of Buyer arising under this Agreement, including compensation for penalties, Termination Payment, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set -off or netting). Following the occurrence of both events, Seller shall promptly return to Buyer the unused portion of the Member Performance Security. If the Member Performance Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the minimum Credit Rating set forth in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit

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expires prior to the time that Seller is required to return the Member Performance Security, or (iii) fails to honor Seller’s properly documented request to draw on such Letter of Credit by such issuer, Buyer shall have five (5) Business Days to either post, or cause Member to post, cash or deliver, or cause Member to deliver, a substit ute Letter of Credit that meets the requirements set forth in this Agreement.

ARTICLE 11: SAFETY

11.1 Safety.
(a) Seller shall , and shall cause any Affiliates performing any design, construction, operation or maintenance of the Project and Contractors to, design, construct, operate, and maintain the Project and conduct all Work or cause all Work to be conducted in accordance with the Safety Requirements. Seller shall, and shall cause its Affiliates and Contractors to, take all actions to comply with the Safety Requirements. (b) Prior to Seller’s execution of a Contractor ’s contract solely with respect to the operation and maintenance of the Project after the Initial Delivery Date (i) with a value of $500,000 or more (calculated on an aggregated basis with any other contract with such Contractor) or (ii) relating to any element of the Work that involves significant safety considerations , Seller shall demonstrate to Buyer ’s reasonable satisfaction that the Contractor h as the qualifications, experience, and safety record to operate and maintain the Project, as applicable ; provided that Seller has pre -approved the Contractors set forth in Appendix IX. During the period that a Contractor is conducting Work, Seller shall ca use the Contractor to meet and comply with the Safety Requirements.
(c) Seller shall document a Project Safety Plan and incorporate the Project Safety Plan’s features into the design, development, construction, operation, and maintenance of the Project. Seller shall submit for Buyer’s review a Project Safety Plan, in a format reasonably acceptable to Buyer, which must demonstrate (A) Seller’s plans to comply with the Safety Requirements and (B) Seller’s consideration of the Project Safety Plan items in Part Two (Project Design and Description) of Appendix VI. Upon Notice to Buyer, Seller may deviate from any specific procedures identified in the Project Safety Plan while designing, developing, constructing, operating, or maintaining the Project, if in Seller’s judgment, the deviation is necessary to design, develop, construct, operate, or maintain the Project safely or in accordance with the Safety Requirements.
(d) Throughout the Delivery Term, Seller shall update the Safeguards and the Project Safety Plan as required by Safety Requirements or as necessitated by a Safety Remediation Plan. Seller shall provide such updated Project Safety Plan to Buyer within thirty (30) days of any such updates. Throughout the Delivery Term, Buyer shall have the right to r equest Seller to provide its Project Safety Plan, or portions thereof, and demonstrate its compliance with the Safety Requirements within thirty (30) days of Buyer’s Notice. (e) Seller shall remove any Contractor that engages in repeated, material violations of the Project Safety Plan or Safety Requirements, unless doing so would present an ongoing material adverse effect to the operation of the Project.

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11.2 Reporting Serious Incidents. Seller shall provide Notice of a Serious Incident to Buyer within five (5) Business Days of occurrence. The Notice of Serious Incident must include the time, date, and location of the incident, the Contractor involved in the incident (as applicable), the circumstances surrounding the incident, the immediate response and recovery actions taken, and a description of any impacts of the Serious Incident. Seller shall cooperate and provide reasonable assistance, and cause each of its Contract ors to cooperate and provide reasonable assistance, to Buyer with any investigations and inquiries by Governmental Authorities that arise as a result of the Serious Incident.

11.3 Remediation.
(a) Seller shall resolve any Remediation Event within the Remediation Period.

Within ten (10) days of the date of the first occurrence of any Remediation Event, Seller shall provide a Safety Remediation Plan to Buyer for Buyer’s review. (b) Seller shall cooperate, and cause each of its Contrac tors to cooperate, with Buyer in order for Seller to provide any report relating to a Remediation Event, in a form and level of detail that is acceptable to Buyer which incorporates information, analysis, investigations or documentation, as applicable or as requested by Buyer.

ARTICLE 12: TAXES

12.1 Taxes. Seller shall pay or cause to be paid all Taxes (a) on or with respect to the Project and (b) on or with respect to the sale and making available of Product to Buyer that are imposed on Product prior to its delivery to Buyer at the time and place contemp lated under this Agreement. Buyer shall pay or cause to be paid all Taxes on or with respect to the delivery to and purchase by Buyer of Product that are imposed on Product at and after its delivery to Buyer at the time and place contemplated under this Agreement (other than withholding or other Taxes imposed on Seller’s income, revenue, receipts or employees), if any . If a Party is required to remit or pay Taxes that are the other Party’s responsibility hereunder, such Party shall promptly pay the Taxes due and then seek and receive reimbursement from the other for such Taxes. In the event any sale of Product hereunder is exempt from or not subject to any particular Tax, Buyer shall provide Seller with all necessary documentation within thirty (30) days after the Effective Date to evidence such exemption or exclusion. If Buyer does not provide such documentation, then Buyer shall indemnify, defend, and hold Seller harmless from any liability with respect to Taxes from which Buyer claims it is exempt.

12.2 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and administer this Agreement in accordance with the intent of the Parties to minimize all Taxes, so long as no Party is materially adversely affected by such efforts. The Parties shall cooperate to minimize Tax exposure; provided, however, that neither Party shall be obligated to incur any financial or operational burden to reduce Taxes for which the other Party is responsible hereunder without receiving due compensation therefor from the other Party.

ARTICLE 13: LIMITATIONS

13.1 No Consequential Damages. EXCEPT TO THE EXTENT PART OF AN

EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN, OR PART OF AN ARTICLE

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15 INDEMNITY CLAIM, OR INCLUDED IN A LIQUIDATED DAMAGES CALCULATION,

OR ARISING FROM FRAUD OR INTENTIONAL MISREPRESENTATION, NEITHER

PARTY SHALL BE LIABLE TO THE OTHER OR ITS INDEMNIFIED PERSONS FOR ANY

SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR

LOSSES OR DAMAGES FOR LOST REVENUE OR LOST PROFITS, WHETHER

FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT.

13.2 Waiver and Exclusion of Other Damages.
(a) EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE IS NO

WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCL AIMED. THE PARTIES

CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. ALL

LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO SEL LER’S LIMITATION OF LIABILITY AND THE PARTIES’ WAIVER OF CONSEQUENTIAL DAMAGES, SHALL

APPLY EVEN IF THE REMEDIES FOR BREACH OF WARRANTY PROVIDED IN THIS AGREEMENT ARE DEEMED TO “FAIL OF THEIR ESSENTIAL PURPOSE” OR ARE OTHERWISE HELD TO BE INVALID OR UNENFO RCEABLE.
(b) FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS AND

EXCLUSIVE REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS

REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUC H

PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.
(c) TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID
HEREUNDER ARE LIQUIDATED, INCLUDING UNDER SECTIONS 4.1(c), 7.1(a)(iv), 7.2 AND 7.3, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR

IMPOSSIBLE TO DETERMINE, THAT OTHERWISE OBTAINING AN ADEQUATE

REMEDY IS INCONVENIENT, AND THAT THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IT IS THE

INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES

AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR

CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY,

WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. THE PARTIES HEREBY WAIVE ANY RIGHT TO CONTEST SUCH PAYMENTS AS AN UNREASONABLE PENALTY.
(d) THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY

DAMAGES AND THE EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN

ADEQUATE REMEDY FOR THE BREACH BY THE OTHER OF THE TERMS OF THIS

AGREEMENT, AND EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO SPECIFIC

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PERFORMANCE WITH RE SPECT TO ANY OBLIGATION OF THE OTHER PARTY UNDER THIS AGREEMENT.

ARTICLE 14: REPRESENTATIONS; WARRANTIES; COVENANTS

14.1 Seller’s Representations and Warranties . As of the Effective Date , Seller represents and warrants as follows:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of California, and is qualified to conduct business in the State of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement . The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary action on the part of Seller (evidence of such due authorization Seller shall provide to Buyer if requested) and does not and will not require t he consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered by Seller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of cred itors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) The Project is located in the State of California.
(f) Seller will be responsible for obtaining all permits necessary to construct and operate the Project and Seller will be the applicant on any CEQA documents. (g) Seller is familiar with conflict of interest Laws, including the California Political Reform Act, an d Buyer’s board policies governing conflicts of interest; Seller is in compliance with such Laws and board policies and does not know of any facts that would violate such Laws and board policies; Seller and its officers and agents have not, directly or ind irectly, offered, paid, promised, or authorized the giving of money or anything of value to any employee, director, officer of Buyer or governmental official in Los Angeles County, California for the purpose of influencing any act or decision of such employee, director, officer or government official in her official capacity; no officer or agent of Seller (i) is a government official in Los Angeles County, California or a family member of a government official in Los Angeles County,

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California or (ii) has a personal, business, or other relationship or association with any government official in Los Angeles County, California, or family member thereof, who may have responsibility for or oversight of any activities of Buyer; Seller does not employ any government official in Los Angeles County, California, or family member thereof.

14.2 Buyer’s Representations and Warranties . As of the Effective Date , Buyer represents and warrants as follows:
(a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of the CPUC, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. All Persons making up the governing body of Buyer are the elected or appointed incumbents in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law. (b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound.
(d) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enf orcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) Buyer warrants and covenants that with respect to its contractual obligations under this Agreement, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (i) suit, (ii) jurisdiction of court (provided that such court is located within a venue permitted in law and under this Agreement), (iii) relief by way of injunction, order for specific performance or recovery of property, (iv) attachment of assets, or (v) execution or enforcement of any judgment; provided, however that nothing in this Agreement shall waive the obligations or rights set forth in the California Tort Claims Act (Government Code Section 810 et seq.).

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(f) Buyer is a “local public entity” as defined in Section 900.4 of the Government Code of the State of California.

14.3 General Covenants. Each Party covenants that commencing on the Effective Date and continuing throughout the Term it shall continue to be duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and to be qualified to conduct business in the State of California and each jurisdiction where the failure to so qualify would have a material adverse effect on its business or financial condition.

14.4 Covenants of Seller . Seller covenants to and for the be nefit of Buyer that throughout the Delivery Term (unless another time period is specified):
(a) Seller will (i) acquire and maintain all Governmental Approvals necessary for the construction, operation, and maintenance of the Project consistent with Safety Requirements, including any approvals required from the City of Santa Paula under the CEQA, (ii) Notify Buyer of any material modifications or lapse in renewal of Governmental Approvals, and (iii) at Buyer’s request, provide to Buyer digital copies of any Governmental Approvals. (b) Seller will use reasonable efforts to ensure that all employees hired by Seller, and its Contractors, that will perform construction work or provide services at the Site related to construction of the Project are paid wages at rates not less than those pre vailing for workers performing similar work in the locality as provided by applicable California Law, if any. Nothing herein shall require Seller or its Contractors to comply with, or assume liability created by other inapplicable provisions of any Califo rnia labor Laws. Buyer agrees that Seller’s obligations under this Section 14.4(b) will be satisfied upon the execution of a project labor agreement related to construction of the Project.
(c) Seller shall perform the obligations related to workforce developm ent and community investment set forth in Appendix XII.
(d) Seller will deliver the Product to Buyer free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person. (e) Seller will take no action or permit any Person (other than Buyer) to take any action that would impair in any way Buyer ’s ability to rely on the Project in order to satisfy its Compliance Obligations.
(f) Seller shall not transfer or assign the right to claim the Contract Amounts as an incremental resource for purposes of CPUC D.21 -06-035 to any Person other than Buyer. (g) Seller shall operate the Project during the Delivery Term in accordance with Appendices I and II and Safety Requirements.
(h) Seller shall comply with all Utility Distribution Company, Participating Transmission Owner, and CAISO Tariff requirements applicable to energy storage facilities. (i) Seller shall follow all the rules set forth in Appendix A of the MUA Decision.

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ARTICLE 15: INDEMNITIES

15.1 Indemnity by Seller.
(a) Seller shall defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, employees, and representatives (“Buyer Group ”) from and against all third party claims, demands, losses, liabilities, penalties, and expenses, including reasonable attorneys’ and expert witness fees, however described (collectively, “Claims”), which arise out of or relate to or are in any way connected with ( i) Seller’s delivery of the Product to Buyer, ( ii) Seller’s ownership, development, construction, operation or maintenance of the Project, including the Site(s); (iii) Seller’s actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project or Site (including any Claims relating to a Shortfall) ; ( iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller ’s direction or agreement; ( v) any agreement between Seller or its Affiliates and a third party ; or ( vi) Seller ’s violation of any applicable Law, Requirements, or other requirements of Transmis sion Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, excepting only such losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group (collectively, “Indemnifiable Losses”).
(b) Seller shall defend, indemnify and hold harmless the Buyer Group harmless from and against all Claims incurred by or brought against Buyer in connection with Environmental Costs.

15.2 Notice of Claim.
(a) Notice of Claim . Subject to the terms of this Agreement and upon obtaining knowledge of an Indemnifiable Loss for which it is entitled to indemnity under this Article 15, Buyer will promptly Notify Seller in writing of any Claim which Buyer has determined has given or could give rise to an Indemnifiable Loss under Section 15.1. The Notice is referred to as a “Notice of Claim.” A Notice of Claim will specify, in reasonable detail, the facts known to Buyer regarding the Indemnifiable Loss.
(b) Failure to Provide Notice . A failure to give timely Notice or to include any specified information in any Notice as provided in this Section 15.2 will not affect the rights or obligations of any Party hereunder except and only to the extent that, as a result of such failure, any Party which was entitled to receive such Notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially damaged as a direct result of such failure and, provided further, Seller is not obligated to indemnify Buyer for the increased amount of any Indemnifiable Loss which would otherwise have been payable to the extent that the increase resulted from the failure to deliver timely a Notice of Claim.

15.3 Defense of Claims . If, within ten (10) days after giving a Notice of Claim regarding a Claim to Seller pursuant to Section 15.2(b), Buyer receives Notice from Seller that

44 Energy Storage Resource Adequacy Agreement Form
Seller has elected to assume the defense of such Claim as provided in the last sentence of Section

15.2(b), Seller will not be liable for any legal expenses subsequently incurred by Buyer in connection with the defense thereof; provided, however, that if Seller fails to take reasonable steps necessary to defend diligently such Claim within ten (10) days after receiving Notice from Buyer that Buyer believes Seller has failed to take such steps, or if Seller has not undertaken fully to indemnify Buyer in respect of all Indemnifiable Losses relating to the matter, Buyer may assume its own defense, and Seller will be liable for all costs or expenses, including attorneys ’ fees, paid or incurred in connection therewith. Without the prior written consent of Buyer, Seller will not enter into any settlement of any Claim which would lead to liability or create any financial or other obligation on the part of Buyer for which Buyer is not entitled to indemnification hereunder ; provided, however, that Seller may accept any settlement without the consent of Buyer if such settlement provides a full release to Buyer and no requirement that Buyer acknowledge fault or culpability. If a firm offer is made to settle a Claim without leading to liability or the creation of a financial or other obligation on the part of Buyer for whic h Buyer is not entitled to indemnification hereunder and Seller desires to accept and agrees to such offer, Seller will give Notice to Buyer to that effect. If Buyer fails to consent to such firm offer within ten (10) days after its receipt of such Notice, Buyer may continue to contest or defend such Claim and, in such event, the maximum liability of Seller to such Claim will be the amount of such settlement offer, plus reasonable costs and expenses paid or incurred by Buyer up to the date of such Notice.

15.4 Subrogation of Rights. Upon making any indemnity payment, Seller will, to the extent of such indemnity payment, be subrogated to all rights of the Buyer against any third party in respect of the Indemnifiable Loss to which the indemnity payment relates; provided that (a) Seller is in compliance with its obligations under this Agreement in respect of such Indemnifiable Loss, and (b) until Buyer recovers full payment of its Indemnifiable Loss, any and all claims of the Seller against any such third party on account of said indemnity payment are hereby made expressly subordinated and subjected in right of payment to Buyer’s rights against such third party.

Without limiting the generality or effect of any other provision hereof, Buyer and Seller shall execute upon request all instruments reasonably necessary to evidence and perfect the above - described subrogation and subordination rights.

15.5 Rights and Remedies are Cumulative . The rights and remedies of a Party pursuant to this Article 15 are cumulative and in addition to the rights of the Parties otherwise provided in this Agreement, except with respect to any expressly exclusive remedies herein.

ARTICLE 16: INSURANCE

16.1 Insurance. Throughout the Term, Seller shall procure and maintain the following insurance coverage and require and cause its Contractors to maintain the same levels of coverage.

For the avoidance of doubt, the obligations of Seller in this Section 16.1 constitute a material obligation of this Agreement.
(a) Workers’ Compensation and Employers’ Liability.
(i) If it has employees, workers’ compensation insurance indicating compliance with any applicable labor codes, acts, Laws or statutes, California state or federal, where Seller performs Work.

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(ii) Employers’ liability insurance will not be less than one million dollars ($1,000,000.00) for injury or death occurring as a result of each accident. With regard to bodily injury by disease, the one million dol lar ($1,000,000) policy limit will apply to each employee.
(b) Commercial General Liability.
(i) Commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of two million dollars ($2,000,000) per occurrence, and an annual aggregate of not less than five million dollars ($5,000,000), endorsed to provide contractual liability in said amount, specifically covering Seller’s obligations under this Agreement and including Buyer as an additional named insured. (ii) An umbrella insurance policy in a minimum limit of liability of ten million dollars ($10,000,000).
(iii) Defense costs shall be provided as an additional benefit and not included within the limits of liability. Such insurance shall contain standard cross-liability and severability of interest provisions.
(c) Business Auto.
(i) Business auto insurance for bodily injury and property damage with limits of one million dollars ($1,000,000) per occurrence. (ii) Such insurance shall cover liability arising out of Seller’s use of all owned (if any), non -owned and hired vehicles, including trailers or semi -trailers in the performance of this Agreement.
(d) Construction All-Risk Insurance. D uring the construction of the Project prior to the Commercial Operation Date, constru ction all-risk form property insurance covering the Project during such construction periods, and naming Seller (and Lender if any) as the loss payee.
(e) Contractor’s Pollution Liability.
(i) If the scope of Work involves areas of known pollutants or contaminants, pollution liability coverage will be required to cover bodily injury, property damage, including clean -up costs and defense costs resulting from sudden, and accidental conditions, including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, hydrocarbons, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any water course or body of water shall be maintained.
(ii) The limit will be at least two million dollars ($ 2,000,000.00) each occurrence for bodily injury and property damage.
(iii) The policy will endorse Buyer as additional insured.

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16.2 Evidence of Insurance . Within ten (10 ) days after the Effective Date and upon annual renewal thereafter, Seller shall deliver to Buyer certificates of insurance evidencing the coverage required under this Agreement. These certificates shall specify that Buyer shall be given at least thirty (30) days prior Notice by Seller in the event of any material modification, reduction, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Buyer.

16.3 Failure to Comply . If Seller fails to comply with any of the provisions of this Article 16, Buyer may, but is not obligated , to purchase the insurance coverage required under Section 16.1 and set off the cost thereof from any amounts owed by Buyer to Seller under this Agreement.

ARTICLE 17: RECORDS AND AUDIT RIGHTS

17.1 Operations Logs. Seller shall maintain a complete and accurate log of all material operations on a daily basis. Such log will include, but not be limited to, information on charging, discharging, availability, maintenance performed, outages, electrical characteristics of the energy storage systems and similar information relating to the availability, testing and operation of the Project. Seller shall provide this information electronically to Buyer on a monthly basis. At the request of Buyer, the CPUC, or the staff of the CPUC, Seller shall provide all records demonstrating that the Project is operated and maintained in accordance with Requirements.

17.2 Records and Audit.
(a) Seller shall provide access to such financial records and personnel required by Buyer in order to facilitate Buyer’s compliance with applicable Law and Generally Accepted Accounting Principles.
(b) To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement, for a period of at least five (5) years or as otherwise required by Law. Seller will make all records available to Buyer at its principal place of business during normal working hours.

17.3 General Audit Right. Buyer has the right during normal working hours, and after reasonable Notice, to examine Seller’s records to the extent reasonably necessary to verify (a) Seller’s compliance with this Agreement (including Section 14.4 ), (b) the accuracy of any statement including the Project Safety Plan or other documents that supplement this Agreement, and (c) any charge, or computation made pursuant to this Agreement. If such examination reveals any material inaccuracy, necessary adjustments shall be made promptly.

17.4 State Auditor. In accordance with Government Code Section 8546.7, Seller may be subject to audit by the California State Auditor with regard to Seller's performance of this Agreement if the compensation under this Agreement exceeds ten thousand dollars ($10,000.00).

17.5 Data Request Cooperation. Each Party shall use reasonable efforts to assist the other Party in gathering information for and preparing responses to data requests and other inquiries from Governmental Authorities or Public Records Act requests that are related to or

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associated with the Project, delivery of Product or this Agreement, subject to the requirements of Article 20.

17.6 Access Rights. Buyer, its authorized agents, employees and inspectors, have, while observing and abiding by safety and security procedures of the Parties, the right of ingress to and egress from the Project, including the Site(s) with reasonable advance Notice and for any purposes connected with this Agreement. To the extent reasonably possible, Buyer will limit its requests to access the Project or the Site to normal business hours and coordinate its emergency activities with the safety and security departments, if any, of the Project operator. Seller shall keep Buyer advised of current procedures for contacting the Project operator’s safety and security departments.

ARTICLE 18: ASSIGNMENT

18.1 General Prohibition on Assignments. Except as provided below, neither Party may assign this Agreement or its rights or obligations under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed . Any Change of Control of Seller or direct or indirect change of control of Buyer (whether voluntary or by operation of law) will be deemed an assignment and will require the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed.

18.2 Collateral Assignment.
(a) Subject to the provisions of this Section 18.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Project. (b) In connection with any collateral assignment of this Agreement for purposes of the financing or refinancing of the Project by Seller, Buyer agrees to work in good faith with Seller and Lender to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender.

18.3 Permitted Assignment by Seller. Except as may be precluded by, or would cause Buyer to be in violation of the Political Reform Act (Cal. Gov. Code section 81000 et seq.) or the regulations thereto, Cal. Government Code section 1090, Buyer’s Conflict of Interest Code/Policy or any other conflict of interest Law, Seller may, without the prior written consent of Buyer, transfer or assign this Agreement, including through a Change of Control, to an Affiliate of Seller.

18.4 Permitted Assignment by Buyer. Buyer may assign its interest in this Agreement to City of Lancaster without Seller’s consent, provided that City of Lancaster is a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of the CPUC at such time and either (i) City of Lancaster and this Agreement are still subject to a Member Lockbox Arrangement for the benefit of Seller in accordance with Section 10.5 or (ii) City of Lancaster has provided other performance assurance reasonably acceptable to Seller; provided, further, that in each such case, no fewer than fifteen (15) Business Days before such assignment Buyer (x) notifies Seller of such assignment and (y) provides to Seller a written agreement signed by the Person to which Buyer wish es to assign its interests stating that such Person agrees to assume all of Buyer’s

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obligations and liabilities under this Agreement . Any assignment by Buyer, its successors or assigns under this Section 18.4 shall be of no force and effect unless and unt il such Notice and agreement by the assignee have been received and accepted by Seller.

18.5 Unauthorized Assignment; Costs.
(a) Any assignment or purported assignment in violation of this Article 18 is void.
(b) No assignment of this Agreement shall be effective unless such assignment is memorialized in a written agreement signed by the assignee and, except in connection with a collateral financing, in which agreement the assignee assumes all of the assignor’s obligations and liabilities under this Agreement.
(c) Seller shall be responsible for Buyer’s reasonable costs associated with the preparation, review, execution and delivery o f documents in connection with any assignment of this Agreement, including without limitation reasonable attorneys’ fees.

ARTICLE 19: DISPUTE RESOLUTION

19.1 Governing Law. This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to principles of conflicts of law. The Parties agree that any suit, action or other legal proceeding by or against any Party (or its Affiliates or designees) with respect to or arising out of this Agreement shall be brought in the federal courts of the United States Central District of California, or the courts of the State of California sitting in the County of Los Angeles, California.

19.2 Dispute Resolution. In the event of any dispute arising under this Agreement, within ten (10) days following the receipt of a written No tice from either Party identifying such dispute, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, the parties shall submit the dispute to mediation prior to seeking any and all remedies available to it at law in or equity. The Parties wil l cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne sol ely by such Party. If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement . To the fullest extent permitted under applicable Law, any statute of limitations applicable to a dispute that is mediated by the Parties pursuant to this Agreement shall toll during any period in which such dispute is being mediated in accordance with this Section 19.2.

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ARTICLE 20: CONFIDENTIAL INFORMATION

20.1 Confidential Information. Throughout the Term, neither Party shall disclose (a) the non-public terms or conditions of this Agreement or (b) information disclosed to such Party by the other Party that is (i) marked or expressly identified as “confidential” and (ii) accompanied by a statutory reference to the applicable section of the Public Records Act pursuant to which such information may be kept confidential (collectively, “Confidential Information”) to a third party.

20.2 Permitted Disclosures. A Party may disclose Confidential Information: (a) to the Party’s Affiliates and the Party ’s and its Affiliate’s employees, counsel, accountants, advisors, lenders, or equity investors who have a need to know such information and have agreed to keep such terms confidential; ( b) in order to comply with any applicable Law or any exchange, regulation, Balancing Authority, control area or Transmission Provider rule, or order issued by a court or entity with competent jurisdiction over the disclosing Party ( “Disclosing Party”), other than to those entities set forth in subsection ( c); or (c) in order to comply with any applicable regulation, rule, or order of the CPUC, CEC, or FERC.
(a) Procedure for Permitted Disclosures. In connection with requests made pursuant to Section 20.2(b) (“Disclosure Order”), each Party shall, to the extent practicable, use reasonable efforts to: (A) Notify the other Party prior to disclosing the Confidential Information and (B) prevent or limit such disclosure. After using such reasonable efforts, the Disclosing Party shall not be: (I) prohibited from complying with a Disclosure Order or (II) liable to the other Party for monetary or other damages incurred in connection with such disclosures of the Confidential Information.
(b) Disclosure Requests. If a Party (“ Receiving Party ”) receives a request from a third party for access to, or inspection, disclosure or copying of, any of the other Party’s (the “Supplying Party”) Confidential Information (“ Disclosure Request”), then the Receiving Party shall provide Notice and a copy of the Disclosure Request to the Supplying Party promptly after receipt of the Disclosure Request. Within three (3) Business Days of receipt of such Notice, the Supplying Party may provide a Notice to the Receiving Party stating that the Supplying Party believes there are reasonable legal grounds for denying or objecting to the Disclosure Request and will seek a protective order or other judicial determination to protect the confidential information, in such case, the Supplying Party will cover all of its own co sts and further agrees to indemnify and pay any and all costs incurred by Receiving Party as a result of the Supplying Party’s attempts to protect from disclosure the information. If the Supplying Party does not seek or does not receive a protective order or other judicial determination protecting the Confidential Information, the Receiving Party may disclose the Confidential Information, which disclosure will not be considered a violation of this Agreement. The Parties recognize that Buyer is a public entity subject to the provisions of the California Public Records Act, and that disclosures made thereunder shall not be considered a violation of this Agreement.

20.3 Remedies. Except as provided in Section 20.2 with respect to the Parties’ permitted disclosures, the Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.

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ARTICLE 21: GENERAL PROVISIONS

21.1 Entire Agreement; Integration; Exhibits. This Agreement constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Cover Sheet and any exhibit, appendix, or other attachment hereto is an integral part hereof and is made a part of this Agreement by reference. This Agreement shall be considered for all purposes as prepared through the joint efforts of the Parties and shall not be construed against one Party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.

21.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Seller and Buyer ; provided, that, for the avoidance of doubt, this Agreement may not be amended by electronic mail communications.

21.3 Survival. Applicable provisions of this Agreement shall continue in effect after termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. Notwithstanding anything to the contrary in this Agreement, (i) all rights under Sections 15.1 through 15.5 (Indemnities) and any other indemnity rights survive the end of the Term without limit, (ii) all audit rights under Sections

17.2 and 17.3 survive the end of the Term for an additional one (1) year, or as required by applicable Law, (iii) all rights and obligations under Article 20 (Confidentiality) survive the end of the Term without limit, and (iv) all provisions relating to limitations of liability survive without limit.

21.4 Waivers. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. Any waiver of a default under this Agreement must appear in a writing signed by the waiving Party.

21.5 No Agency, Partnership, Joint Venture or Lease . Seller and the agents and employees of Seller shall, in the performance of this Agreement, act in an independent capacity and not as officers or employees or agents of Buyer. Under t his Agreement, Seller and Buyer intend to act as Product seller and Product purchaser, respectively, and do not intend to be treated as, and shall not act as, partners in, co-venturers in or lessor/lessee with respect to the Project, the Product or any bus iness related to the Project. This Agreement shall not impart any rights enforceable by any third party other than a permitted successor or assignee bound to this Agreement or, to the extent set forth herein, any Lender or indemnitee. In no event shall Buyer’s receipt or review of any Seller submission, or Buyer’s monitoring of Project data or cooperation in Project operations be construed as an assumption of any responsibility, liability or obligation of Seller for the design, construction or operation of the Project.

21.6 Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Parties shall, however, use their best endeavors to agree on the replacement of the void, illegal or unenforceable provision(s) with legally

51 Energy Storage Resource Adequacy Agreement Form
acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole.

21.7 Mobile Sierra. Notwithstanding any provision of this Agreement , neither Party shall seek, nor shall they support any third party seeking, to prospectively or retroactively revise the rates, terms or conditions of service of this Agreement through application or complaint to the FERC pursuant to the provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, absent the prior written agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of service of this Agreement proposed by a Party, a non-Party, or the FERC acting sua sponte shall be the “public interest” standard of review set forth in United States Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956), and clarified by Morgan Stanley Capital Group, Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008) and NRG Power Mrkt’g, LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010).

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

21.9 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and electronic format (including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party , provided that any digital signatures are in compliance with California Code of Regulations, Title 2, Division 7, Chapter 10, Sections 22000 – 22005.

21.10 No Recourse to Members of Buyer . Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituen t members. Except as set forth in Section 21.11, Buyer shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Except as otherwise set forth in this Agreement with respect to the Member Lockbox Arrangement, Seller shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Buyer’s constituent members, or the employees, directors, officers, consultants or advisors or Buyer or its constituent members, in connection with this Agreement.

21.11 Lockbox Account . For so long as the Member Lockbox Arrangement exists, Buyer’s obligations to make payments with respect to this Agreement are to be ma de solely from the Member Lockbox Account, as set forth in the applicable Member Security Agreement. For so long as either (a) the Member Lockbox Arrangement exists or (b) Member has provided and continues to maintain Member Performance Security for the benefit of Seller, obligations to make payments under this Agreement do not constitute any kind of indebtedness of Member or create any kind of lien on, or security interest in, any property or revenues of Member, except as set forth in the Member Lockbox Arrangement or Member Performance Security, as applicable.

21.12 Forward Contract. The Parties intend that this Agreement constitutes a “forward contract” within the meaning of the U.S. Bankruptcy Code, and Buyer and Seller are “forward contract merchants” within the meaning of the U.S. Bankruptcy Code. Each Party agrees that, for

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all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532.

21.13 Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.

ARTICLE 22: NOTICES

22.1 Addresses for the Delivery of Notices . Any Notice required, permitted, or contemplated hereunder shall be in writing, shall be addressed to the Party to be notified at the address set forth on Appendix VIII or at such other address or addresses as a Party may designate for itself from time to time by Notice hereunder.

22.2 Time of Delivery. Each Notice required, permitted, or contemplated hereunder shall be deemed to hav e been validly served, given or delivered as follows: (a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the date of the postmark on the envelope in which such Notice was deposited in the United States mail; (b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to suc h carrier; (c) if sent by electronic communication (including electronic mail or other electronic means) and if concurrently with the transmittal of such electronic communication the sending Party provides a copy of such electronic Notice by hand delivery, United States mail, or express courier, at the time indicated by the time stamp upon delivery; or (d) if delivered in person, upon receipt by the receiving Party. Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or requests, may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission.

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SIGNATURES
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

SANTA PAULA ENERGY STORAGE,
LLC

By:

Name:

Title:

CALIFORNIA CHOICE ENERGY
AUTHORITY, a California joint powers
authority

By:

Name:

Title:

Acknowledged: City of Lancaster, a California municipal corporation and charter city (d/b/a Lancaster Choice Energy)

CITY OF LANCASTER

By:

Name:

Title:

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APPENDIX I

DESCRIPTION OF PROJECT
The following describes the Project to be constructed, operated and maintained by Seller through the Term in accordance with the Agreement.

A. PROJECT DESCRIPTION
Project name: Santa Paula Energy Storage
Technology type:

Project physical address:

Interconnection:

CAISO transmission access charge area (e.g. PG&E):

Point of interconnection:

Existing zone (e.g. NP-15):

PNode: TBD
CAISO Resource ID: TBD
B. PROJECT SIZE
Nameplate capacity (NQC):

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The following describes the Operational Characteristics to determine the amount of Capacity Attributes of Product generated by the entire Project, including Capacity Attributes of Product associated with portions of the Project that are being purchased by third parties. The Capacity Attributes of Product being sold and transferred under this Agreement are limited to the Contract Amounts set forth on the Cover Sheet.

APPENDIX II

OPERATIONAL CHARACTERISTICS
The following describes the Operational Characteristics to determine the amount of Capacity Attributes of Product.

Physical Location and Point of Interconnection
Shall be as set forth in Appendix I-A.

Discharging and Charging
Maximum continuous discharge power (Dmax):

Minimum continuous discharge power (Dmin):

Maximum discharge duration at constant Dmax :

Maximum continuous charge power (Cmax):

Minimum continuous charge power (Cmin):

Maximum charge duration at constant Cmax:

Amount of Energy released to fully discharge:

Amount of Energy required to fully charge:

Round-trip efficiency:

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Ramp Rates
Dmin to Dmax:

Cmin to Cmax:

Dmax to Dmin:

Cmax to Cmin:

System Response Time
Idle to Dmax:

Idle to Cmax:

Dmax to Cmax:

Cmax to Dmax:

Dmin to Cmin:

Cmin to Dmin:

Discharge Start-up time (from notification to Dmin):

Charge Start-up time (from notification to Cmin):

Discharge Start-up Fuel:

Starts and other Run Time Limitations
Start limitations: None
Run hour limitations: None
The minimum run time after a Discharge Start-up is 0 seconds The minimum run time after a Charge Start-up is 0 seconds The minimum down time after a shutdown is 0 seconds
Ancillary Services (defined terms below have the meaning found in the CAISO Tariff as of the Effective Date):

At ISO conditions, normal efficiency mode:

Spinning Reserves: Range:

Non-Spinning Reserves: Range:

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Regulation Up: Range:

Regulation Down: Range:

Black Start capability (if applicable):

Other:

Voltage Services

Generator voltage regulation range (+/-):

Maximum reactive power leading:

Maximum reactive power lagging:

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APPENDIX III

PROGRESS REPORTING FORM
Each Progress Report must include the following items:

1. Executive Summary.

2. Project description.

3. Site plan of the Project.

4. Description of any material planned changes to the Project or the Site.

5. Schedule showing progress on Project construction generally and achieving the Commercial Operation Milestone and the Initial Delivery Date.

6. Summary of activities during the previous month, including any OSHA labor hour reports.

7. Forecast of activities scheduled for the current calendar quarter.

8. Written description about the progress relative to the Commercial Operation Milestone and the Initial Delivery Date, including whether Seller is on schedule with respect to the same.

9. List of issues that are likely to potentially affect achievement of the Commercial Operation Milestone and the Initial Delivery Date.

10. Progress and schedule of the EPC Contract, all major equipment supply agreements, Governmental Approvals, technical studies, and financing arrangements.

11. Pictures, in sufficient quantity and of appropriate detail, in order to document construction and interconnection progress.

12. Compliance with workforce and prevailing wage requirements.

13. Any other documentation reasonably requested by Buyer.

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APPENDIX IV

CERTIFICATION

FOR COMMERCIAL OPERATION

This certification of commercial operation (“Certification”) is delivered by each of _______ (“Seller”) and ________ (“Engineer”) to California Choice Energy Authority , a California joint powers authority (“Buyer”) in accordance with the terms of that certain Energy Storage Resource Adequacy Agreement dated _______ (“Agreement”) by and between Seller and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Seller and Engineer each hereby certifies and represents to Buyer the following , severally and not jointly:

(1) The Project became Commercially Operable on [ ]. (2) The Project has been constructed in accordance with Appendix I of the Agreement. (3) The Project has been constructed in accordance with the Project Safety Plan. (4) The Project is capable of producing and delivering Capacity Attributes of Product in the Contract Amounts , and a performance test was conducted to confirm this capability.
(5) Seller has designed and built the Project to have a design life for the Delivery Term in accordance with Prudent Operating Practices.
(6) The design and construction of the Project was carried out by the original equipment manufacturer or other qualified organization in accordance with the designs and requirements of the original equipment manufacturer.

SELLER: ENGINEER:

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

License
Number:

LPE Stamp:

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Energy Storage Resource Adequacy Agreement Form

APPENDIX V-A

FORM OF LETTER OF CREDIT

[Issuing Bank Letterhead and Address]

IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date:

Bank Ref.:

Amount: US$[XXXXXXXX]
Expiry Date:

Beneficiary:

California Choice Energy Authority
44933 Fern Avenue
Lancaster, CA 93534
Attn: Executive Director
Ladies and Gentlemen:

By the order of __________ (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor of California Choice Energy Authority, a California joint powers authority (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain Energy Storage Resource Adequacy Agreement dated as of ______ and as amended (the “Agreement”) be tween Applicant and Beneficiary. This Letter of Credit shall become effective immediately and shall expire on [Insert Date] which is one year after the issue date of this Letter of Credit, or any expiration date extended in accordance with the terms hereof (the “Expiration Date”).

Funds under this Letter of Credit are available to Beneficiary by presentation on or before the Expiration Date of a dated statement purportedly signed by your duly authorized representative, in the form attached hereto as Exhibit A, containing one of the two alternative paragraphs set forth in paragraph 2 therein, referencing our Letter of Credit No. [XXXXXXX] (“Drawing Certificate”).

The Drawing Certificate may be presented by (a) physical delivery, (b) as a PDF attachment to an e-mail to [bank email address] or (c) facsimile to [bank fax number [XXX -XXX-XXXX]] confirmed by [e-mail to [bank email address]]. Transmittal by facsimile or email shall be deemed delivered when received.

The original of this Letter of Credit (and all amendments, if any) is not required to be presented in connection with any presentment of a Drawing Certificate by Beneficiary hereunder in order to receive payment.

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Energy Storage Resource Adequacy Agreement Form
We hereby agree with the Beneficiary that all documents presented under and in compliance with the terms of this Letter of Credit, that such drafts will be duly honored upon presentation to the Issuer on or before the Expiration Date. All payments made under this Letter of Credit shall be made with Issuer’s own immediately available funds by m eans of wire transfer in immediately available United States dollars to Beneficiary’s account as indicated by Beneficiary in its Drawing Certificate or in a communication accompanying its Drawing Certificate.

Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.

It is a condition of this Letter of Credit that the Expiration Date shall be deemed automatically extended without an amendment for a one ye ar period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least one hundred twenty (120) days prior to any such Expiration Date we have sent to you written notice by overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on the date specified in such notice. No presentation made under this Letter of Credit after such Expiration Date will be honored.

Notwithstanding any reference in this Letter of Credit to any other documents, instruments or agreements, this Letter of Credit contains the entire agreement between Beneficiary and Issuer relating to the obligations of Issuer hereunder.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No. 600 (the “UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit shall govern. In the event of an act of God, riot, civil commotion, insurrection, war or any other cause beyond Issuer’s control (as defined in Article 36 of the UCP) that interrupts Issuer’s business and causes the place for presentation of the Letter of Credit to be closed for business on the last day for presentation, the Expiration Date of the Letter of Credit will be automatically extended without amendment to a date thirty (30) calendar days after the place for presentation reopens for business.

Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information], referring specifically to Issuer’s Lette r of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available.

[Bank Name]
___________________________
[Insert officer name]
[Insert officer title]

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Energy Storage Resource Adequacy Agreement Form
(DRAW REQUEST SHOULD BE ON BENEFICIARY’S LETTERHEAD)
Drawing Certificate
[Insert Bank Name and Address]

Ladies and Gentlemen:

The undersigned, a duly authorized representative of California Choice Energy Authority, a California joint powers authority, 44933 Fern Avenue Lancaster, CA 93534 , as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) issued by [insert bank name] (the “Bank”) by order of __________ (the “Applicant”), hereby certifies to the Bank as follows:

1. Applicant and Benefi ciary are party to that certain Energy Storage Resource Adequacy Agreement dated as of ___________, 2022 (the “Agreement”).

2. Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________ because a Seller ’s Event of Defaul t (as such term is defined in the Agreement) has occurred or other occasion provided for in the Agreement where Beneficiary is authorized to draw on the Letter of Credit has occurred.

OR
Beneficiary is making a drawing under this Letter of Credit in the am ount of U.S. $___________, which equals the full available amount under the Letter of Credit, because Applicant is required to maintain the Letter of Credit in force and effect beyond the expiration date of the Letter of Credit but has failed to provide Be neficiary with a replacement Letter of Credit or other acceptable instrument within thirty (30) days prior to such expiration date.

3. The undersigned is a duly authorized representative of California Choice Energy Authority and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

You are hereby directed to make payment of the requested amount to California Choice Energy Authority by wire transfer in immediately available funds to the following account:
[Specify account information]
California Choice Energy Authority

_______________________________
Name and Title of Authorized Representative
Date___________________________

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Energy Storage Resource Adequacy Agreement Form

APPENDIX V-B

FORM OF GUARANTY

This Guaranty (this “ Guaranty”) is entered into as of [_____] (the “ Effective Date ”) by and between [_____], a [______] (“ Guarantor”), and California Choice Energy Authority , a California joint powers authority (together with its successors and permitted assigns, “Buyer”).

Recitals
A. Buyer and [SELLER ENTITY], a _____________________ (“Seller”), entered into that certain Energy Storage Resource Adequacy Agreement (as amended, restated or otherwise modified from time to time, the “RA Agreement”) dated as of [____], 2022.

B. Guarantor is entering into this Guaranty as Delivery Term Security to secure Seller’s obligations under the RA Agreement, as required by Section 10.2 of the RA Agreement.

C. It is in the best interest of Guarantor to execute this Guaranty inasmuch as Guarantor will derive substantial direct and indirect benefits from the execution and delivery of the RA Agreement.

D. Initially capitalized terms used but not defined herein have the meaning set forth in the RA Agreement.

Agreement

1. Guaranty. For value received, Guarantor does hereby unconditionally, absolutely and irrevocably guarantee, as primary obligor and not as a surety, to Buyer the full, complete and prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the RA Agreement , including, without limitation, compensation for penalties, the Termination Payment, indemnification payments or other damages , as and when required pursuant to the terms of the RA Agreement (the “Guaranteed Amount ”), provided, that Guarantor’s aggregate liability under or arising out of this Guaranty shall not exceed [XXXXXXXXXX] ($XXXXX) (the “Liability Limit”). The Parties understand and agree that any payment by Guarantor or Seller of any portion of the Guaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar -for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amoun t or any other Person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the RA Agreement, Guarantor shall promptly pay such amount as required herein.

2. Demand Notice. For avoidance of doubt, a payment shall be due for purposes of this Guaranty only when and if a payment is due and payable by Seller to Buyer under the terms and conditions of the RA Agreement. If Seller fails to pay any Guaranteed Amount as

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Energy Storage Resource Adequacy Agreement Form
required pursuant to the RA Agreement for ten (10) Business Days following Seller’s receipt of Buyer’s written notice of such failure (the “ Demand Notice”), then Buyer may elect to exercise its rights under this Guaranty and may make a demand upon Guarantor (a “Payment Demand”) for such unpaid Guaranteed Amount. A Payment Demand shall be in writing and shall reasonably specify in what manner and what amount Seller has failed to pay and an explanation of why such payment is due and owing, with a specific statement that Buyer is requesting that Guarantor pay under this Guaranty. Guarantor shall, within five (5) Business Days following its receipt of the Payment Demand, pay the Guaranteed Amount to Buyer.

3. Scope and Duration of Guaranty. This Guaranty applies only to the Guaranteed Amount.

This Guaranty shall continue in full force and effect from the Effective Date until the following have occurred: (x) all Guaranteed Amounts have been paid in f ull (whether directly or indirectly through set -off or netting of amounts owed by Buyer to Seller) and the Delivery Term has expired or terminated early or (y) replacement Delivery Term Security is provided in an amount and form required by the terms of th e RA Agreement.

Further, this Guaranty (a) shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of this Guaranty, and (b) subject to the preceding sentence, shall be discharged only by complete performance of the undertakings herein. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged, or otherwise affected and this Guaranty shall not be invalidated or impaired or otherwise affected for the following reasons:
(i) the extension of time for the payment of any Guaranteed Amount, or
(ii) any amendment, modification or other alteration of the RA Agreement, or
(iii) any indemnity agreement Seller may have from any party, or (iv) any insurance that may be available to cover any loss, except to the extent insurance proceeds are used to satisfy the Guaranteed Amount, or (v) any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, Seller or any of its assets, including but not limited to any rejection or other discharge of Seller’s obligations under the RA Agreement imposed by any court, trustee or custodian or any similar official or imposed by any law, statue or regulation, in each such event in any such proceeding, or (vi) the release, modification, waiver or failure to pursue or seek relief with respect to any other guaranty, pledge or security device whatsoever, or (vii) any payment to Buyer by Seller that Buyer subsequently returns to Seller pursuant to court order in any bankruptcy or other debtor -relief proceeding,

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Energy Storage Resource Adequacy Agreement Form
or
(viii) those defenses based upon (A) the legal incapacity or lack of power or authority of any Person, including Seller and any representative of Seller to enter into the RA Agreeme nt or perform its obligations thereunder , (B) lack of due execution, delivery, validity or enforceability, including of the RA Agreement, or (C) Seller’s inability to pay any Guaranteed Amount or perform its obligations under the RA Agreement, or
(ix) any other event or circumstance that may now or hereafter constitute a defense to payment of the Guaranteed Amount, including, without limitation, statute of frauds and accord and satisfaction;
provided that Guarantor reserves the right to assert for itsel f any defenses, setoffs or counterclaims that Seller is or may be entitled to assert against Buyer (except for such defenses, setoffs or counterclaims that may be asserted by Seller with respect to the RA Agreement, but that are expressly waived under any provision of this Guaranty).

4. Waivers by Guarantor . Guarantor hereby unconditionally waives as a condition precedent to the performance of its obligations hereunder, with the exception of the requirements in Paragraph 2, (a) notice of acceptance, presentment or protest with respect to the Guaranteed Amounts and this Guaranty, (b) notice of any action taken or omitted to be taken by Buyer in reliance hereon, (c) any requirement that Buyer exhaust any right, power or remedy or proceed against Seller under the RA Agreement, and (d) any event, occurrence or other circumstance which might otherwise constitute a legal or equitable discharge of a surety. Without limiting the generality of the foregoing waiver of surety defenses, it is agreed that the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder:
(i) at any time or from time to time, without notice to Guarantor, the time for payment of any Guaranteed Amount shall be extended, or such performance or compliance shall be waived;
(ii) the obligation to pay any Guaranteed Amount shall be modified, supplemented or amended in any respect in accordance with the terms of the RA Agreement;
(iii) any (a) sale, transfer or consolidation of Seller into or with any other entity, (b) sale of substantial assets by, or restructuring of the corporate existence of, Seller or (c) change in ownership of any membership interests of, or other ownership interests in, Seller; or
(iv) the failure by Buyer or any other Person to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, Buyer or any Person.

5. Subrogation. Notwithstanding any payments that may be made hereunder by the Guarantor, Guarantor hereby agrees that until the earlier of payment in full of all

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Energy Storage Resource Adequacy Agreement Form
Guaranteed Amounts or expiration of the Guaranty in accordance with Section 3, it shall not be entitled to, nor shall it seek to, exercise any right or remedy arising by reason of its payment of any Guaranteed Amount under this Guaranty, whether by subrogation or otherwise, against Seller or seek contribution or reimbursement of such payments from Seller.

6. Representations and Warranties . Guarantor hereby represents and warrants that (a) it has all necessary and appropriate [ limited liability company][corporate ] powers and authority and the legal right to execute and deliver, and perform its obligations under, this Guaranty, (b) this Guaranty constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceab ility may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting enforcement of creditors’ rights or general principles of equity, (c) the execution, delivery and performance of this Guaranty does not and will not contravene Guar antor’s organizational documents, any applicable Law or any contractual provisions binding on or affecting Guarantor, (d) there are no actions, suits or proceedings pending before any court, governmental agency or arbitrator, or, to the knowledge of the Guarantor, threatened, against or affecting Guarantor or any of its properties or revenues which may, in any one case or in the aggregate, adversely affect the ability of Guarantor to enter into or perform its obligations under this Guaranty, and (e) no cons ent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority, and no consent of any other Person (including, any stockholder or creditor of the Guarantor), that has not heretofore been obtained is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by Guarantor.

7. Notices. Notices under this Guaranty shall be deemed received if sent to the address specified below: (i) on the day received if served by overnight express delivery, and (ii) four (4) Business Days after mailing if sent by certified, first class mail, return receipt requested. If transmitted by facsimile, such notice shall be deemed received when the confirmation of transmission thereof is received by the party giving the notice. Any party may change its address or facsimile to which notice is given hereunder by providing notice of the same in accordance with this Paragraph 7.

If delivered to Buyer, to it at [____]
Attn: [____]
Fax: [____]

If delivered to Guarantor, to it at [____]
Attn: [____]
Fax: [____]

8. Governing Law and Forum Selection . This Guaranty shall be governed by, and interpreted and construed in accordance with, the laws of the United States and the State of California, excluding choice of law rules. The Parties agree that any suit, action or other

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Energy Storage Resource Adequacy Agreement Form
legal proceeding by or agains t any party (or its affiliates or designees) with respect to or arising out of this Guaranty shall be brought in the federal courts of the United States or the courts of the State of California sitting in the City and County of Los Angeles , California.

9. Miscellaneous. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Buyer and its successors and permitted assigns pursuant to the RA Agreement. No provision of this Guaranty may be amended or waived except by a written instrument executed by Guarantor and Buyer. This Guaranty is not assignable by Guarantor without the prior written consent of Buyer. No provision of this Guaranty confers, nor is any provision intended to confer, upon any third party (other than Buyer’s successors and permitted assigns) any benefit or right enforceable at the option of that third party. This Guaranty embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and superse des all prior or contemporaneous agreements and understandings of the parties hereto, verbal or written, relating to the subject matter hereof. If any provision of this Guaranty is determined to be illegal or unenforceable (i) such provision shall be deeme d restated in accordance with applicable Laws to reflect, as nearly as possible, the original intention of the parties hereto and (ii) such determination shall not affect any other provision of this Guaranty and all other provisions shall remain in full fo rce and effect. This Guaranty may be executed in any number of separate counterparts, each of which when so executed shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Gu aranty may be executed and delivered by electronic means with the same force and effect as if the same was a fully executed and delivered original manual counterpart.

[Signature on next page]

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Energy Storage Resource Adequacy Agreement Form
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered by its duly authorized representative on the date first above written.

GUARANTOR:

[_______]

By:______________________________

Printed Name:__________________
Title:____________________________

BUYER:

[_______]

By:______________________________

Printed Name:__________________
Title:____________________________

By:______________________________

Printed Name:__________________
Title:____________________________

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Energy Storage Resource Adequacy Agreement Form

APPENDIX VI

PROJECT SAFETY PLAN AND DOCUMENTATION
Project Safety Plan Elements:

Part One: Safety Requirements and Safety Programs
Identify the applicable safety -related codes, standards, and regulations (CSR) which govern the design, construction, operation, maintenance of the Project using the proposed technology.

Describe the Seller’s and the Seller’s Contractor(s)’ safety programs and policies. Describe Seller’s compliance with any safety -related industry standards or any industry certifications (American National Standards Institute (AN SI), International Organization for Standardization (ISO), etc.), if applicable.

Part Two: Project Design and Description
Describe Seller’s safety engineering approach to select equipment and design systems and the Project to reduce risks and mitigate the impacts of safety -related incidents, including cascading failures, excessive temperatures, thermal runaways, fires, explosions, disk fractures, hazardous chemical releases.

Describe the results of any failure mode effects analyses (FMEA) or similar safe ty engineering evaluations. In the case of lithium ion batteries, describe the safety -related reasons, including design features and historical safety records, for selecting particular anode and cathode materials and a particular manufacturer.

Provide a list of major facility components, systems, materials, and associated equipment, which includes but is not limited to, the following information:
a) Equipment manufacturer’s datasheet, model numbers, etc., b) Technical specifications,
c) Equipment safety-related certifications (e.g. UL),
d) Safety-related systems, and
e) Approximate volumes and types of hazardous materials expected to be on Site.

Part Three: Project Safety Management
Identify and describe any hazards and risks to life, sa fety, public health, property, or the environment due to or arising from the Project. Describe the Seller’s applicable site-specific safety plans, risk mitigation, Safeguards and layers of protection, including but not necessarily limited to:
a) Engineering controls,
b) Work practices,
c) Administrative controls,
d) Personal protective equipment and procedures,
e) Incident response and recovery plans,
f) Contractor pre-qualification and management,

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Energy Storage Resource Adequacy Agreement Form
g) Operating procedures,
h) Emergency plans,
i) Training and qualification programs,
j) Disposal, recycle, transportation and reuse procedures, and k) Physical security measures.

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Energy Storage Resource Adequacy Agreement Form

APPENDIX VII

MUA DECISION ATTESTATION
This attestation is delivered by _______(“Seller”) to California Choice Energy Authority , a California joint powers authority (“Buyer”) in accordance with the terms of that certain Energy Storage Resource Adequacy Agreement dated _______ (“Agreement”) by and between Seller and Buyer. All capitalized terms used in this attestation but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Seller hereby certifies and represents to Buyer, as of the date set forth below, that with regard to the Project, Seller is following all the rules set forth in Appendix A of CPUC Decision 18-01-003 on Multiple -Use Application Issues, issued January 17, 2018, regarding the multiple -use applications of energy storage facilities.

EXECUTED by SELLER this ________ day of _____________, 20__.

Signature:

Name:

Title:

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Energy Storage Resource Adequacy Agreement Form

APPENDIX VIII

NOTICES

SELLER BUYER
All Notices:

Name: Santa Paula Energy Storage, LLC
Street: 65 Enterprise, 3rd Floor
City: Aliso Viejo, CA. 92656
Attn: Development

Phone: (949) 330-6300
Email: [email protected]

With a copy to:

Rishad Olpadwala, Vice President
Development
65 Enterprise, 3rd Floor
Aliso Viejo, CA 92656
[email protected]
All Notices:

California Choice Energy Authority
Attn: Cathy DeFalco
44933 Fern Avenue
Lancaster, CA 93534

Phone: 805-260-9047
E-mail: [email protected]
Invoices:

Attn: Lizette Vidrio
Phone: (949) 330-6300
E-mail: [email protected]
Invoices:

Attn: Brian Goldstein
Phone: 215-498-0175
Email: [email protected]
Scheduling:

Attn: Lizette Vidrio
Phone: (949) 330-6300
Email: [email protected]
Scheduling:

Attn: Brian Goldstein
Phone: 215-498-0175
Email: [email protected]
Payments:

Attn: Lizette Vidrio
Phone: (949) 330-6300
E-mail: [email protected]
Payments:

Attn: Brian Goldstein
Phone: 215-498-0175
Email: [email protected]
Wire Transfer:

BNK:

ABA:

ACCT:

Wire Transfer:

BNK: Wells Fargo
ABA
ACCT:

Emergency Contact:

Attn: Lizette Vidrio, Director of Asset
Management
Phone: (949) 330-6300
E-mail: [email protected]
Emergency Contact:

Attn: Cathy DeFalco
Phone: 805-260-9047
E-mail: [email protected]

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Energy Storage Resource Adequacy Agreement Form

APPENDIX IX

APPROVED CONTRACTORS

1. Hitachi Energy USA Inc.

2. Goldstar Construction, Inc.

3. DynaPower Company

4. MMR Constructors, Inc.

5. Powin Energy Corporation

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APPENDIX X

[NOT USED]

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APPENDIX XI

[NOT USED]

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APPENDIX XII

WORKFORCE DEVELOPMENT AND COMMUNITY INVESTMENT OBLIGATIONS Seller shall conduct outreach with qualified local contractors, so that local firms have a fair opportunity to compete for Project construction contracts. In addition, Seller shall require that construction contractors utilize locally sourced labor to the extent practicable.

Energy Storage Resource Adequacy Agreement Form

END OF AGREEMENT

STAFF REPORT
City of Lancaster
CC 14
5/24/2022
JC
Date: May 24, 2022
To: Mayor Parris and City Council Members
From: George N. Harris II, Director of Finance/IT
Subject: Approve Resolution Authorizing the City of Lancaster to enter into the Joint Exercise of Powers Agreement relating to the California Cooperative Liquid Assets Securities System (CLASS) and to invest excess cash assets in shares of the California CLASS
Recommendation:

A. Approve Resolution No. 22-18, Authorizing the City of Lancaster to enter into the Joint Exercise of Powers Agreement relating to the California Cooperative Liquid Assets Securities System (CLASS) and to invest excess cash assets in shares of the California CLASS
B. Authorize the City Manager and/or his designee the Finance Director to participate as a founding member of the California CLASS JPA and to direct investments in California CLASS within the guidance of the City’s investment policy and California State Code Section 53601.

Fiscal Impact:

The level of investment in the California Class program is determined based on the City’s investment strategy in accordance with the City’s investment policy. The exactly level of investment is not known at this time but will be done in a manner that achieves the City’s investment priorities as follows: 1) Preservation of capital; 2) Liquidity; 3) Return, in that order.

Background:

The California Cooperative Liquid Assets Securities System (California CLASS) is a joint exercise of powers entity that will be formed pursuant to Section 6509.7 of the Joint Powers Act. As a local government investment pool (LGIP), California CLASS will allow participating public agencies to invest funds in a professionally managed pooled investment program that complies with the requirements of California law, specifically California Government Code Section 53601.

California CLASS will be a public agency and entity separate and apart from the Founding Participants.
9 1
0 California CLASS will offer two funds: Prime and Enhanced Cash. Prime is a stable $1.00 Net Asset Value fund that offers daily liquidity, whereas Enhanced Cash is a variable Net Asset Value fund that offers next-day liquidity and affords Participants the opportunity to gain exposure to longer maturity securities. California CLASS will manage Prime in a manner consistent with the AAAm rating guidelines by S&P Global Ratings, while Enhanced Cash will be managed in a manner consistent with the AAAf/S1 rating guidelines by FitchRatings.

The Investment Advisor and Administrator to California CLASS will be Public Trust Advisors (Public Trust). Public Trust brings over a decade of LGIP administration and investment advisory experience and expertise to California public agencies. Public Trust Advisors serve over 5,400 local governments in 16 LGIPs with over $50B assets under management. The primary business focus at Public Trust is LGIPs, and with this focus comes a deep commitment to the business domains upon which successful LGIP investment programs are built: fund administration; investment advisory services; fund accounting and transfer agency technologies; transaction portal development and improvement; marketing and distribution; client services; and, reporting and transparency. Public Trust’s dedication to the LGIP market has resulted in increased operational efficiencies that facilitate a lower cost structure; these cost savings are ultimately passed on to the investor in the form of additional interest income.

While there are undoubtedly excellent cash management options in California, additional diversification is always a positive development for any given set of public funds investors. Choice implies flexibility for the end-user, and competition creates cost savings for public agencies with respect to investment alternatives. Below are some of the key features of California CLASS from which California cities would benefit:
▪ Interest income accrues daily and pays monthly
▪ No ACH or wire fees and no minimum balances
▪ User-friendly Participant portal for transactions
▪ Participant-to-Participant transfers
▪ Unlimited subaccounts, transactions, and future-dated transactions up to one year ▪ Managed by city and public agency peers
The League of California Cities (CALCities) Board of Directors had determined that they will sponsor California CLASS to its multi-City membership and has been provided the opportunity to participate in the founding of California CLASS, which includes the opportunity to appoint two members to the inaugural 5-member Board of Trustees. CALCities has recommended that George Harris, Finance Director, be one of the two appointees. As such, the City of Lancaster shall have an inaugural board member on the California Class Board of Trustees and be an inaugural member of the JPA. As the City of Lancaster is the “City of Firsts,” this opportunity is consistent with the City’s approach in many other past, current and future ventures.

Attachment:

Resolution No. 22-18
Draft JPA Agreement

Joint Exercise of Powers Agreement
<DATE>

California CLASS Joint Exercise of Powers Agreement | 2

California Cooperative Liquid Assets Securities System

Joint Exercise of Powers Agreement

by and among
the parties that have entered into this
Joint Exercise of Powers Agreement

DATED AS OF <DATE>

California CLASS Joint Exercise of Powers Agreement | 3

TABLE OF CONTENTS
ARTICLE I  CREATION; PURPOSE; DEFINITIONS ........................................................ 7

1.1  Creation of California CLASS ............................................................................................................... 7

1.2  Purpose ............................................................................................................................................... 7

1.3  Definitions ........................................................................................................................................... 8 ARTICLE II  FOUNDING PARTICIPANTS AND PARTICIPANTS ....................................... 11

2.1  Additional Founding Participants After Initial Execution .................................................................. 11

2.2  Withdrawal or Termination of Founding Participant ........................................................................ 11

2.3  Authorized Representatives; Responsibility for Authorized Representatives .................................. 12

2.4  Investments ...................................................................................................................................... 12

2.5  Receipt of Statements and Reports; Requests ................................................................................. 12 ARTICLE III  POWERS ............................................................................................ 13

3.1  General Powers ................................................................................................................................. 13

3.2  Specific Powers ................................................................................................................................. 14

3.3  Miscellaneous Powers ...................................................................................................................... 16

3.4  Further Powers ................................................................................................................................. 17

3.5   Intellectual Property ......................................................................................................................... 17

3.6  Trademarks ....................................................................................................................................... 17

3.7  Copyrights ......................................................................................................................................... 18 ARTICLE IV  TRUSTEES; MEETINGS; OFFICERS ......................................................... 18

4.1  Establishment of the Board; Number and Qualification ................................................................... 18

4.2  Term of Office ................................................................................................................................... 19

4.3  Appointment of Trustees .................................................................................................................. 19

4.4  Resignation of Trustees .................................................................................................................... 19

4.5  Removal and Vacancies .................................................................................................................... 19

4.6  Meetings ........................................................................................................................................... 19

4.7  Bylaws ............................................................................................................................................... 20

4.8  Officers .............................................................................................................................................. 20

4.9  Accountability ................................................................................................................................... 20

4.10  Fiscal Year ......................................................................................................................................... 21 ARTICLE V  ADMINISTRATOR ................................................................................. 21

5.1  Appointment; General Provisions ..................................................................................................... 21

5.2  Successors ......................................................................................................................................... 21

5.3  Duties of the Administrator .............................................................................................................. 21

5.4  Investment Activities and Powers ..................................................................................................... 22

5.5  Monthly Statements ......................................................................................................................... 22

5.6  Reports .............................................................................................................................................. 23

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5.7  Daily Calculation of Program Value and Rate of Return ................................................................... 23

5.8  Administration of the California CLASS Investment Program ........................................................... 23 ARTICLE VI  INVESTMENT ADVISOR ........................................................................ 24

6.1  Appointment of Qualifications ......................................................................................................... 24

6.2  Successors ......................................................................................................................................... 24

6.3  Duties of the Investment Advisor ..................................................................................................... 24

6.4  Funds ................................................................................................................................................. 25

6.5   Retained Reserves ............................................................................................................................ 25 ARTICLE VII  THE CUSTODIAN ................................................................................. 26

7.1  Appointment and Qualifications ....................................................................................................... 26

7.2  Successors ......................................................................................................................................... 26

7.3  Prohibited Transactions .................................................................................................................... 26

7.4  Appointment; Sub‐Custodians .......................................................................................................... 26

7.5  Powers .............................................................................................................................................. 27

7.6  Custodial Relationship; Custodian Records ...................................................................................... 28 ARTICLE VIII INTERESTS OF PARTICIPANTS ............................................................... 28

8.1  General ............................................................................................................................................. 28

8.2  Allocation of Shares .......................................................................................................................... 28

8.3  Evidence of Share Allocation ............................................................................................................ 29

8.4  Redemption to Maintain Constant Net Asset Value for Constant Net Asset Value Funds ............... 29

8.5  Redemptions ..................................................................................................................................... 29

8.6  Suspension of Redemption; Postponement of Payment .................................................................. 29

8.7  Defective Redemption Requests....................................................................................................... 30 ARTICLE IX  RECORD OF SHARES ............................................................................ 31

9.1  Share Records ................................................................................................................................... 31

9.2  Maintenance of Records ................................................................................................................... 31

9.3  Owner of Record ............................................................................................................................... 31

9.4  Transfer of Shares ............................................................................................................................. 31

9.5  Limitation of Responsibility .............................................................................................................. 31

9.6  Notices .............................................................................................................................................. 32 ARTICLE X  DETERMINATION OF NET ASSET VALUE , NET INCOME, DISTRIBUTIONS AND ALLOCATIONS ....................................................................................................... 32

10.1  Determination of Net Asset Value, Net Income, Distributions and Allocations ............................... 32 ARTICLE XI  CALIFORNIA CLASS INVESTMENT PROGRAM COSTS ................................. 32

11.1  Expenses ........................................................................................................................................... 32

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ARTICLE XII  REPRESENTATIONS AND WARRANTIES OF EACH FOUNDING PARTICIPANT .. 33

12.1  Representations and Warranties of Each Founding Participant ....................................................... 33 ARTICLE XIII LIMITATIONS OF LIABILITY OF FOUN DING PARTICIPANTS, PARTICIPANTS, TRUSTEES AND OTHERS ......................................................................................... 34

13.1  No Personal Liability of Founding Participants, Participants, Trustees and Others. ......................... 34

13.2  Indemnification of Participants ......................................................................................................... 34

13.3  Bad Faith of Trustees and Others ..................................................................................................... 34

13.4  Indemnification of Trustees and Others from Third‐Party Actions .................................................. 35

13.5  Indemnification of Trustees and Others for Successful Defense ...................................................... 35

13.6  Advance of Expenses ........................................................................................................................ 35

13.7  Exclusions and Limitations of Indemnification of Trustees and Others ............................................ 36

13.8  Obligations under Law ...................................................................................................................... 36

13.9  Required Approval ............................................................................................................................ 36

13.10  Fiduciaries of Employee Benefit Plan ................................................................................................ 37

13.11  No Duty of Investigation and Notice in California CLASS Instruments ............................................. 37

13.12  Reliance on Experts ........................................................................................................................... 37

13.13  Immunity from Liability ..................................................................................................................... 37

13.14  Further Restriction of Duties and Liabilities ..................................................................................... 38 ARTICLE XIV AMENDMENT AND TERMINATION ........................................................... 38

14.1  Amendment ...................................................................................................................................... 38

14.2  Termination ...................................................................................................................................... 38 ARTICLE XV  MISCELLANEOUS ................................................................................. 39

15.1  Governing Law .................................................................................................................................. 39

15.2  Severability ....................................................................................................................................... 39

15.3  Counterparts ..................................................................................................................................... 40

15.4  No Assignment .................................................................................................................................. 40

15.5  Gender; Section Headings and Table of Contents ............................................................................ 40

15.6  No Partnership .................................................................................................................................. 40

15.7  Notice ................................................................................................................................................ 40

15.8  Confidentiality................................................................................................................................... 41

15.9  Entire Agreement .............................................................................................................................. 41

15.10  Disputes ............................................................................................................................................ 41

15.11  Writings ............................................................................................................................................. 41

15.12  Effective Date .................................................................................................................................... 41

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This JOINT EXERCISE OF POWERS AGREEMENT dated as of [Date], 2022 (this “Agreement”) is entered into by each Public Agency (as defined below) that has executed this Agreement or that has or will execute counterparts of this Agreement pursuant to Section 2.1 hereof (the “Founding Participants”).

RECITALS:

WHEREAS, each Public Agency has the authority to invest funds in its treasury in statutorily permitted investments including but not limited to Section 53601 of the California Government Code, as amended; and
WHEREAS, Section 6509.7 of the Act (as defined below) provides:
“Notwithstanding any other provision of law, two or more public agencies that have the authority to invest funds in their treasuries may, by agreement, jointly exercise that common power. Funds invested pursuant to an agreem ent entered into under this section may be invested in securities and obligations as described by subdivision (p) of Section 53601. A joint powers authority formed pursuant to this section may issue shares of beneficial interest to participating public agencies. Each share shall represent an equal prop ortionate interest in the underlying pool of securities owned by the joint powers authority. To be eligible under this section, the joint powers authority issuing the shares of beneficial interest shall have retained an investment advisor…. A joint powers authority formed pursuant to this section is authorized to establish the terms and conditions pursuant to which agencies may participate and invest in pool shares….”; and
WHEREAS, the Act authorizes the Founding Particip ants to create a joint exercise of powers entity separate from the Founding Participants to exercise the common powers of the Founding Participants, as specified in this Agr eement, and to act as administrator of this Agreement; and
WHEREAS, the purpose of this Agreement is to create and establish a separate joint exercise of powers entity known as the California Cooperative Liquid Assets Securities System (collectively referred to herein, as “California CLASS”) for the purposes set forth herein to exercise the powers provided herein and to act as administrator of this Agreement in order to consolidate investment activities of the Participants and thereby reduce duplication, take advantage of economies of scale and perform governmental functions more efficiently; and WHEREAS, the Act authorizes a joint exercise of powers entity, such as the California CLASS, to issue shares of beneficial interest in authorized investments to participating Public Agencies (collectively re ferred to he rein, as “ Participants” and individually, as a “Participant”); and
WHEREAS, pursuant to the Applicable Law (as defined below), Public Agencies, such as the Participants, may purchase shares of beneficial interest issued by a joint powers entity organized pursuant to Section 6509.7 of the Act, such as the California CLASS; and WHEREAS, the Founding Participants desire to enter into this Agreement and this Agreement shall set forth the terms for the investment program known as the “ California CLASS Investment Program ,” including the establishment of one or more funds where Participants invest in shares of beneficial interest issued by the California CLASS in accounts containing authorized investments that are owned by the California CLASS; and

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WHEREAS, the joint exercise of such power to invest will be benefited and made more efficient because all investments acquired pursua nt to this Agreement will be owned by one entity, the California CLASS and held by one entity, the Custodian (as defined below); and WHEREAS, the joint exercise of such power to invest will be benefited and made more efficient if the advisory, reco rd-keeping, and other administrative functions, including the management and transmittal of investment in structions, are performed by one entity, the Administrator (as defined below); and
WHEREAS, the policy of this Agreement shall be to place the highest priority on the safety of principal and liquidity of fun ds, and the optimization of investment returns shall be secondary to the requirements for safety and liquidity; and WHEREAS, the California Special Districts Association (the “CSDA”) and the League of California Cities (“Cal Cities” and together with CSDA, the “Sponsors”) have determined to join as a sponsor of the California Class Investment Program and have certain rights with respect to the composition of the governing bo ard of the California CLASS, royalty fees and other benefits;
NOW, THEREFORE , in consideration of the premises and the representations, warranties, covenants, and agreements contained herein, each party hereto agrees as follows:

ARTICLE I
CREATION; PURPOSE; DEFINITIONS

1.1 Creation of California CLASS
There is hereby created pursuant to the Act a public agency and entity to be known as the California Cooperative Liquid Assets Securities System (collectively referred to herein, as “California CLASS”). As provided in the Act, the California CLASS shall be a public agency and entity separate and apart from the Found ing Participants and is responsible for the administration of this Agreement. The debts, liabilities and obligations of the California CLASS shall not constitute debts, liabilities or obligations of the Founding Participants (and except as it relates to the retirement liabilities of the California CLASS if the California CLASS contracts with a public retirement system within the meaning of Section 6508. 1 of the Act). The California CLASS shall not contract with a public retirement system within the meaning of Section 6508.1 of the Act.

1.2 Purpose
T h i s A g r e e m e n t i s m a d e p u r s u a n t t o t h e Act to provide for the exercise by the California CLASS of those powers referred to in the recitals hereof and for the California CLASS to administer the exercise of those powers. The purpose of the California CLASS is to consolidate investment activities of the Participants and thereby reduce duplication, take

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advantage of economies of scale and perform governmental functions more efficiently through the California CLASS Investment Program.

1.3 Definitions
In addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the following meanings.
"Account" or " Accounts" means any account (including subaccounts or other special accounts that may be created to accommodate th e desire of such Participant to segregate a portion of its Investment Funds) opened and maintained pursuant to Section 7.5(a) hereof by the Custodian for the benefit of a Participant and to which the Investment Property of such Participant is credited and opened.
“Act” means Title 1, Division 7, Chapter 5 of the California Government Code (commencing with Section 6500), known as the Joint Exercise of Powers Act, as it may be amended from time to time.
"Administrator" means Public Trust Advisors, LLC, or any Person or Persons appointed, employed, or contracted by the California CLASS pursuant to Article V hereof. The entity serving as Administrator to the California CLASS may be the Investment Advisor or an affiliate thereof.
"Administrator Agreement " means the agreement between the Administrator and the California CLASS described in Section 5.1(a) hereof.
"Affiliate" means, with respect to any Person, another Person directly or indirectly in control of, controlled by, or under common control with such Person or any officer, director, partner, or employee of such Person.
"Agreement" means this Agreement dated as of [Dat e], 2022 constituting a joint exercise of powers agreement among the Founding Participants, as amended in accordance with its terms from time to time.
"Applicable Law" means Title 5, Division 2, Part 1, Chapter 4 of the California Government Code (commencing with Section 53600), as it may be amended from time to time, and other applicable provisions of California law.
"Authorized Representative " means the person authorized to invest the funds of a Participant pursuant to California law who has been appointed in accordance with Section 2.3 hereof.
"Balance" for each Participant means an amount initially equal to zero that is adjusted pursuant to Article II hereof to reflect, among other things, cash investments by such Participant, cash payments to such Participan t, investment results, and expenses and fees incurred pursuant to this Agreement. The Balance shall reflect the number of Shares in each applicable Fund designated by such Participant for investment.

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"Board" means the board of the Trustees, created by this Agreement, as the governing board of the California CLASS, and established pursuant to Article III hereof. "Business Day" means any day of the year other than (a) a Saturday or Sunday, (b) any day on which banks located in the State of California are required or authorized by law to remain closed, or (c) any day on which the New York Stock Exchange is closed. "Bylaws" means those bylaws as described in Section 4.7 hereof. “Cal Cities” means the League of California Cities.
“California CLASS” means the California CLASS, a joint ex ercise of powers entity created by this Agreement.
“California CLASS Investment Program” means the investment program provided to the Participants by the California CLASS whereby Pa rticipants invest in Shares including the establishment of one or more funds where Participants invest in shares of beneficial interest issued by the California CLASS in Accounts containing authorized investments that are owned by the California CLASS.
"Conflicting Provisions" shall have the meaning set forth in Section 15.2 hereof. “CSDA” means the California Special Districts Association. "Custodian" means any Person or Persons appointe d, employed or contracted by the California CLASS pursuant to Section 7.1 hereof.
"Custody Agreement" means the agreement between the California CLASS and the Custodian as described in Article VII hereof.
"Effective Date" means the later of (1) the date that execution copies of this Agreement have been executed by the initial Founding Participants, and (2) the date this Agreement has been filed with the Secretary of the State of California pursuant to Section 6503.5 of the Act. "Enhanced Cash Fund" shall have the meaning given such term in Section 6.4 hereof. “Founding Participants” means each initial Public Agency that has executed this Agreement and each Public Agency that becomes a Foundin g Participant pursuant to Section 2.1 hereof by execution of this Agreement. By execution of this Agreement, each Founding Participant shall make the representations and warranties contained in Section 12.1 hereof. "Fund" means any of the funds established by the Investment Advisor pursuant to Section

6.4 hereof.
“Information Statement” means one or more information statements or other disclosure documents relating to the California CLASS Investment Program or any Fund thereof as such Information Statements may be amended from time to time by the Administrator and the Investment Advisor with the consent of the Ca lifornia CLASS as evidenced by resolution of the Board.

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"Investment Advisor" means Public Trust Advisors, LLC , or any Person or Persons appointed, employed, or cont racted by the California CLASS pursuant to Section 6509.7 of the Act and Section 6.1 hereof. The entity serv ing as Investment Advisor to the California CLASS which may be the Administrator or an Affiliate thereof. "Investment Advisor Agreement" means the agreement between the Investment Advisor and the California CLASS described in Section 6.1(a) hereof. "Investment Funds" means immediately available funds delivered by each Participant to the Custodian for investment in Shares pursua nt to this Agreement but only if: (i) the Authorized Representative appointed by such Pa rticipant is authorized pursuant to the laws of the State of California to invest such fund s and (ii) the Participant has taken all actions necessary pursuant to the laws of the State of California or other applicable local law to authorize the delivery and investment of such funds.
"Investment Policy" means the investment policy established by the California CLASS with respect to the Investment Property in each F und in accordance with this Agreement, as amended from time to time in accordance with Section 3.2(a) hereof. "Investment Procedures" means the procedures for Participants to make investments set forth in the applicable Information Statement.
"Investment Property" means any and all securities and ca sh that are held in one of the Accounts and all proceeds, income, profits, and gains therefrom that have not been paid to a Participant pursuant to Section 2.4 hereof, used to discharge an Investment Property Liability or offset by losses, if any, and expenses. Investment Property shall not include securities purchased in anticipation of the delivery of funds by a Participant wh en such funds are not actually received by the Custodian by the anticipated delivery date and any such securities so purchased may be immediately sold and the proceeds used to pay any Person that did in fact provide monies to purchase such securities.
"Investment Property Liability" or “Investment Property Liabilities” means any liability (whether known, unknown, actual, cont ingent, or otherwise) incurred in connection with the Investment Property pursuant to this Agreement. "Investment Property Value" means the value of the In vestment Property as determined pursuant to the valuation procedur es net of the amount of the Investment Property Liabilities.
"Meeting of the Board" means a duly called meeting of the Board. "Participants" means any Public Agencies that have the authority to purchase Shares from the California CLASS. Founding Participants may also be “Participants.” "Payment Procedures" means the procedures for Participants to request payments out of the Investment Property set forth in the applicable Information Statement.

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"Permitted Investments" means those investments defined as such in the applicable Investment Policy for a Fund as established by the California CLASS. "Person" means any individual, corporation, limited liability company, firm, association, partnership, joint venture, trust or other legal entity or group of entities, including any Public Agency or department, board, commission, instrumentality, or agency thereof. "Prime Fund" shall have the meaning given such term in Section 6.4 hereof. “Public Agency” shall have the meaning given such term from time to time in Section 6509.7 (or any successor or amended provision) of the Act.
“Ralph M. Brown Act” means Title 5, Division 2, Part 1, Chapter 9 of the California Government Code, as it may be amended from time to time. “Shares” means the unit used to denominate and measure the respective pro rata beneficial interests of the Participants in a Fund. As required by Section 6509.7 of the Act, each Share shall represent an equal proportionate interest in the Investment Property within a Fund. “Sponsors” means CSDA and Cal Cities.
"Trustee" means each of the persons selected pursuant to Article III and Article IV hereof to serve on the Board.
"Valuation Procedures" means the procedures for determining the value of the Investment Property set forth in Exhibit A at tached hereto, as the same may be amended from time to time by the Admi nistrator and the Investment Advisor, with the consent of the California CLASS as evidenced by resolution of the Board.

ARTICLE II

FOUNDING PARTICIPANTS AND PARTICIPANTS

2.1 Additional Founding Participants After Initial Execution Any Public Agency that wishes to become a Founding Participant after the Effective Date may do so by executing a counterpart to this Agreement and delivering the counterpart to the Administrator, together with evidence of such Founding Participant’s authorization to execute this Agreement.

2.2 Withdrawal or Termination of Founding Participant
Any Founding Participant may withdraw from this Agreement at any time upon written notice to the Administrator provided, however, that no Founding Participant may withdraw if, following such withdrawal, there will not be at least two Founding Participants remaining as a party to this Agreement. A withdrawal shall be noted to the Board in the Administrator's next report to the Board. Any such withdrawal shall be effective on ly upon receipt of the written

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notice of withdrawal by the Administrator who shall acknowledge receipt of such notice of withdrawal in writing to such withdrawing Found ing Participant and shall file such notice as an amendment to this Agreement effective upon such filing.

2.3 Authorized Representatives; Respon sibility for Authorized Representatives (a) Each Participant shall select an Authorized Representative to represent its interests and act on its behalf under this Agreement.
(b) Each Participant shall be responsible for the actions or inaction of its Authorized Representative under this Agreement, and the Administrator and Custodian are authorized to rely on the directions of th e Authorized Representative without further investigation or diligence.

2.4 Investments
(a) Each Participant shall have the right from time to time to invest Investment Funds for credit to such Participant’s Balance in the California CLASS Investment Program. A Participant that wishes to make such an investment shall notify the Administrator and follow the Investment Procedures. All Investment Funds will be invested in an applicable Fund as designated by the Participant. Investment Funds so designated shall be invested pursuant to the Investment Policy establis hed by the California CLASS for such Fund. Upon such investment in accordance with the Investment Procedures, the Participant shall have Shares representing an equal proportionate interest in such Investment Property within such Fund. (b) The Balance of a Participant shall be increased upon the investment of Investment Funds by such Participant by an amount equal to the amount of such Investment Funds. The Balance shall reflect the number of Shares in each applicable Fund designated by such Participant for investment.
(c) No later than the end of each Busi ness Day, the Custodian shall deliver a confirmation with respect to the transaction ac tivity for the Accounts for the prior Business Day to the Administrator. The Administrator shall retain the confirmation in its records. (d) Any funds that the Administrator is informed do not meet the conditions set forth in clauses (i) or (ii) of the definition of Investment Funds shall be returned to the Participant investing such funds by the Custodian at the request of the Administrator and such Participant shall bear all of the costs and liabilities associated with the return of such funds.

2.5 Receipt of Statements and Reports; Requests
(a) The Administrator shall prov ide, or make available to each Participant, a copy of the statements prepared pursuant to Section 5.5 hereof and of the reports prepared pursuant to Section 5.6 hereof applicable to such Participant.
(b) In addition, each Participant, through its Authorized Representative, may direct the Administrator to provide, or make available, a statement of the value of the Participant’s

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Balance as of the date of the request. The Administrator shall provide such statement, subject only to account activity as of such date.
(c) On behalf of each Participant, the Admi nistrator shall maintain or cause to be maintained, the records relating to such Partic ipant in a manner that records (i) the portion of the Participant’s Balance designated in th e applicable Fund and (ii) the Participant’s Balance in one or more Accounts. The Administrator shall maintain a separate record for each Participant and shall record the individual transactions involving each such Participant and the total value by Account of all investments belonging to each such Participant.

ARTICLE III
POWERS

3.1 General Powers
(a) The California CLASS shall have the power, in its own name, to exercise the common powers of the Founding Participants referred to in the recitals hereof and to exercise all additional powers given to a joint powers entity under the Act and any other applicable law for any purpose authorized under this Agreemen t. Pursuant to Section 6508 of the Act, the California CLASS shall have the power, in its own name, to do any or all of the following: to make and enter into contracts, or to employ agents and employees, to acquire, construct, manage, maintain or operate any building, work s or improvements, or to acquire, hold or dispose of property or to incur debts, liabilities or obligations and sue and be sued in its own name. Pursuant to Section 6509.7 of the Act, the California CLASS shall have the power, in its own name, to issue shares of beneficial interest in the securities and obligations authorized by the Applicable Law. The California CLASS is authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes. Such powers shall be exercised subject only to such restrictions upon the mann er of exercising such powers as are imposed upon a [name type of one of the initial Founding Participants] in the exercise of similar powers, as provided in Sections 6503 and 6509 of the Act.
(b) All powers of the Administrator or Custodian that are described in this Agreement shall also be powers of the California CLASS. The California CLASS may perform such acts as it determines in its sole discretion as proper for conducting the business of the California CLASS. The enumeration of any specific powers shall not be construed as limiting the powers of the California CLASS. Such powers may be exercised with or without the posting of a bond, an order, or other action by any court. In construing the provisions of this Agreement, the presumption shall be in favor of a grant of power to the California CLASS, subject to the powers given to a joint powers entity under the Act and any other applicable law for any purpose authorized under this Agreement.

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3.2 Specific Powers
Consistent with, derived from and subject to the general powers of the California CLASS granted in Section 3.1 he reof, the California CLASS possesses the following specific powers:
(a) Investments. The California CLASS shall have the power to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge for settlement purposes only, sell, assign, transfer, exchange, distribute, lend or otherwise deal in or dispose of Permitted Investments, provided such investment is, in the sole and absolute discretion of the California CLASS, consistent with the Applicable Law and the Investment Policy. An Investment Policy for each Fund shall be estab lished by resolution of the Board and may be revised from time to time by resolution of the Board, provided, however, that no Investment Policy shall permit investments not authorized for legal investment under the Applicable Law.

Upon the Board’s approval of any amendmen t to an Investment Policy, the amended Investment Policy will be posted to the website of California CLASS. (b) Issuance and Redemption of Shares. The California CLASS shall have the power to issue, sell, repurchase, redeem, retire, canc el, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares, or an y Fund of Shares by means of the California CLASS Investment Program, and subject to the provisions he reof, to apply to any such repurchase, redemption, retirement, cancellation or ac quisition of Shares, or any Fund of Shares, any funds or Investment Property with respect to such Shares, or Fund of Shares, whether capital or surplus or otherwise, to th e full extent now or hereafter permitted by the Applicable Law.
(c) Title to Investments. Legal title to all Investment Property shall be vested in the California CLASS except that the California CLASS shall have power to cause legal title to any Investment Property to be held in the na me of any other person as nominee, on such terms as the California CLASS may determine provided, however, that the interest of the California CLASS therein is appropriately protected.
(d) Rights as Holders of Investment Prop erty. The California CLASS shall have full and complete power to exercise all of the righ ts, powers, and privileges appertaining to the ownership of the Investment Property to the same extent that any individual might and, without limiting the generality of the foregoing, to vote or give any consent, request, or notice, or waive any notice either in person or by pr oxy or power of attorney, with or without the power of substitution, to one or more persons, which proxies and powers of attorney may be for meeting or actions generally, or for any particular meeting or action, and may include the exercise of discretionary powers.
(e) Creation of Funds. The California CLASS may authorize the creation of one or more different Funds provided, however, that each such Fund shall conform in all respects to the requirements of this Agreement.

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(f) Branding. The California CLASS may authorize the use of the names “CALCLASS” and “CACLASS” and their associated trademark(s), consistent with, derived from and subject to, Section 3.6 hereof, in conjunction with other products, portfolios, pools, and services that provide investment, financial, or other cash management services to Participants and for purposes of this Agreement, such name shall include any Funds established pursuant to this Agreement. The Administrator may identify a name for any additional Funds established pursuant to this Agreement, subject to approval by the California CLASS. (g) Power to Contract, Appoint, Retain an d Employ. The California CLASS shall have full and complete power to, and shall at all time s, appoint, employ, retain, or contract with any person of suitable qualificat ions (including any corporation, partnership, trust, or other entity of which one or more of them may be an Affiliate) for the transaction of the affairs of the California CLASS.
(h) Payment of Expenses. The California CLASS shall have full and complete power:
(i) to incur and pay any charges or expenses that are necessary or incidental to or proper for carrying out any of the purposes of this Agreement; (ii) to pay any taxes or assessments validly and lawfully imposed upon or against the Investment Property or the California CLASS in connection with the Investment Property or upon or against the Investment Property or income or any part thereof; (iii) to reimburse others for payment of such expenses and taxes; and (iv) to pay appropriate compensation or fees from the Investment Property to a person with whom the California CLASS has contracted or transacted business.

All payments or expenses incurred pursuant to this Section will be a liability payable solely from the Investment Property. The Trustees shall not be paid compensation for their services as Trustees hereunder, except that they sh all be allowed reimburs ement for reasonable expenses incurred in the performance of their duties as Trustees. (i) Litigation. The California CLASS sha ll have the power to engage in and to prosecute, defend, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the California CLASS or property of the California CLASS, and, out of property of the California CLASS, to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the California CLASS, in the exercise of its good faith business judgment, consenti ng to dismiss any action, suit, proceeding, dispute, claim, or demand, derivative or ot herwise, brought by any person, including a Founding Participant or Participant, whether or not the California CLASS or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the California CLASS.

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3.3 Miscellaneous Powers
Consistent with, derived from and subject to the general powers of the California CLASS granted in Section 3.1 hereof, the Ca lifornia CLASS also posse sses the following miscellaneous powers:
(a) Insurance. The California CLASS shall have full and complete power to purchase or to cause to be purchased and pa y for, entirely out of Investment Property, insurance policies insuring the California CLASS, and/or officers, employees, and agents of the California CLASS individually against all clai ms and liabilities of every nature arising by reason of holding or having held any such office or position or by reason of any action alleged to have been taken or omitted by the Californ ia CLASS or any such officer, employee, and agent including any action taken or omitted that may be determined to constitute negligence, whether or not the California CLASS would have the power to indemnify such person against such liability.
(b) Borrowing and Indebtedness. The Ca lifornia CLASS shall not borrow money or incur indebtedness, whether or not the proceeds thereof are intended to be used to purchase Permitted Investments or Investment Property, except as a temporary measure to facilitate the transfer of funds to the Participant that might otherwise require unscheduled dispositions of portfolio investments, but only to the extent permitted by law. No such indebtedness shall have a maturity later th an that necessary to avoid the un scheduled disposition of portfolio investments.
(c) Remedies. Notwithstanding any prov ision in this Agreement, when the California CLASS deems that there is a significant risk that an obligor to the California CLASS may default or is in default under the terms of any obligation of the California CLASS, the California CLASS shall have full and complete power to pursue any remedies permitted by law that, in its sole judgment, are in the interest s of the California CLASS, and the California CLASS shall have full and complete power to enter into any investment, commitment, or obligation of the California CLASS resulting from the pursuit of such remedies as are necessary or desirable to dispose of property acquired in the pursuit of such remedies. (d) Information Statement. The Califor nia CLASS shall have full and complete power to prepare, publish, and distribute one or more Information Statements regarding the California CLASS Investment Program or any F und thereof and to amend or supplement the same from time to time.
(e) Contracting with Affiliates. To the extent permitted by law, the California CLASS may enter into transactions with any Affiliate of the Administrator or the Custodian if:
(i) each such transaction (or type of tran saction) has, after disclosure of such affiliation, been approved or ratified by the affirmative vote of a majority of the Board, and
(ii) such transaction (or type of transactions) is, in the opinion of the California CLASS, on terms fair and reasonable to the California CLASS and the Participants and at least

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as favorable to them as si milar arrangements for comp arable transactions with organizations unaffiliated with the person who is a party to the transaction.

3.4 Further Powers
Consistent with, derived from and subject to the general powers of the California CLASS granted in Section 3.1 hereof, the California CLASS shall have full and complete power to take all such actions, do all such matters and things, and execute all such instruments as it deems necessary, proper, or desirable in or der to carry out, promote, or advance the interests and purposes of California CLASS although such actions, matters, or things are not herein specifically mentioned. Any determination as to what is in the best interest of California CLASS made by the Board in good faith shall be conclusive.

3.5 Intellectual Property
The parties acknowledge that pursuant to this Agreement and/or the business activities of the California CLASS, various types of intellectual property (the “ Intellectual Property”) may be created or used by the parties, including but not limited to trademarks and copyrights. With regard to any and all Intellectual Property created by or for the California CLASS or by or for the California CLASS Investment Program in relation to this Agreement, the California CLASS shall own all right, ti tle, and interest to such Intellectual Property. Except as expressly set forth in this Agreement, the California CLASS shall have no obligation to account to the other parties to this Agreement for any revenues arising from the use, license, or assignment of any Intellectual Property.

3.6 Trademarks
The parties acknowledge the Ca lifornia CLASS’s ownership and exclusive rights in all trademarks currently owned by the California CLASS, including but not limited to Application Serial No. 90879250 for the CALIFORNIA CLASS mark, and all trade names and trademarks that may be used and developed in connection with this Agreement, or through the parties’ business activities with the California CLASS (the “Trademarks”). The parties shall not, at any time during or after the term of the Agreement, directly or indirectly, oppose, challenge or contest the California CLASS’s exclusive right and title to the Trademarks or the validity thereof.

The parties agree that all use of the Trademarks inures to the benefit of the California CLASS and that the parties shall not acquire any rights in the Trademarks or other marks or logos likely to be confused therewith. The California CLASS has the sole and exclusive right to file applications to register and to register any and all Trademarks in the U.S. and in any country throughout the world, and the parties agree not to directly or indirectly, oppose, challenge or contest such applications or regist rations. The parties will not, directly or indirectly, file applications to register or regi ster, or acquire by tran sfer, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to the Trademarks in the U.S. or any country throughout the wo rld unless such parties have express written permission to do so.

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3.7 Copyrights
The parties agree that all works created in connection with this Agreement or through the parties’ business activities with the California CLASS (the “ Works”) are owned by the California CLASS.

To the extent any Works are deemed not owned by the California CLASS, the parties hereby expressly assign to the California CL ASS all right, title and interest whatsoever, throughout the world, in perpet uity, in and to the copyrights and any and all registrations, applications to register, renewals and extensio ns thereof, for the Works, including, without limitation, the right to sue for and collect da mages for infringement of the Works or other violations of the same, including for past infringements or other violations.

The parties hereby further agree to promptly execute any and all instruments and to promptly render any and all such assistance as the California CLASS may request to confirm in the California CLASS full legal title to the Works and/or to pursue claims that third parties have infringed the California CLASS’s intellectual property rights in and to the Works. In the event the parties are not available upon ten (10) calendar days’ written request to execute such instruments, the parties hereby appoint the California CLASS its attorney-in-fact to execute such instruments on the parties’ behalf.

ARTICLE IV
TRUSTEES; MEETINGS; OFFICERS

4.1 Establishment of the Board; Number and Qualification (a) The management of the California CLASS shall be governed by the Board. (b) The Board shall have five (5) Trustees consisting of the following:
(i) The governing body of CSDA shall appoint two (2) Trustees that are:
(1) elected, appointed, or staff from a Participant and a CSDA member, or (2) staff from CSDA;
(ii) The governing body of Cal Cities shall appoint two (2) Trustees that are:
(1) elected, appointed, or staff from a Participant and a Cal Cities member, or (2) staff from Cal Cities; and
(iii) One (1) Trustee that is elected, appointed, or staff from a Public Entity that is a Participant shall be appointed by a majority vote of the Board.

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4.2 Term of Office
(a) The initial Trustees appo inted by the governing body of Cal Cities shall serve a term of two (2) years and thereafter Trustees appointed by the governing body of Cal Cities shall serve a term of four (4) years.
(b) The initial Trustees appointed by the governing body of CSDA and by the Board shall serve a term of four (4) years and thereafter Trustees appointed by the governing body of CSDA and by the Board shall serve a term of four (4) years. (c) Any appointment to fill an unexpired term, however, shall be for such unexpired term.

4.3 Appointment of Trustees
Trustees may be appointed or reappointed by the governing body of CSDA, Cal Cities or the Board, as provided in Section 4.1, incl uding an appointment to fill an unexpired term in the event of a vacancy.

4.4 Resignation of Trustees
Any Trustee may resign without need for prior or subsequent accounting by notice in writing signed by the Trustee and delivered to the Secretary of the Board, and such resignation shall be effective upon such deliver y or at a later date specified in the written notice. Any vacancy created by such resignation shall be filled in accordance with Section 4.3 hereof.

4.5 Removal and Vacancies
(a) The term of office of a Trustee shall terminate and a vacancy shall occur in the event the individual serving as the Trustee is no longer staff at a CSDA or Cal Cities, in the event the Trustee’s Public Agency is no longer a Participant and a member of CSDA or Cal Cities, or in the event the individual serving as the Trustee is no longer an elected or appointed member of the governing body, or staff of, a Participant and CSDA or Cal Cities member. (b) The term of office of a Trustee shall terminate and a vacancy shall occur on the happening of any of the events in California Government Code Section 1770. (c) Each Trustee appointed by the governin g body of CSDA, Cal Cities or the Board may be removed and replaced by the governing body by which such Trustee was appointed. (d) Any vacancy created pursuant to this Section 4.5 shall be filled in accordance with Section 4.3 hereof.

4.6 Meetings
(a) The Annual Meeting of the Board shall be the last meeting of the calendar year and shall be for the purpose of th e appointment of Trustees, elec tion of officers, setting the

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calendar for regular meetings, and other organi zational matters as provided in the Bylaws.

The Board shall meet not less than semiannually.
(b) Regular meetings of the Board shall be established in the method described in the Bylaws of the Board and may be held at the time and place so established. (c) Special meetings of the Board may be he l d f r o m t i m e t o t i m e i n t h e m a n n e r described in the Bylaws of the Board.
(d) All meetings of the Board are subject to and must comply with the provisions of the Ralph M. Brown Act.
(e) A majority of the Trustees shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn me etings from time to time. Any action of the Board requires the affirmative vote of a majority of the total number of authorized Trustees specified in Section 4.1.

4.7 Bylaws
The Board shall adopt and may, from time to time, amend or repeal Bylaws for the conduct of the business of the Board consistent with this Agreement. The Bylaws may define the duties of the respective officers, agents, employees, and representatives of the Board and shall establish the rules of calling of meetin gs and determination of regular and special meetings.

4.8 Officers
The Board shall annually elect a Chair and other officers having the responsibilities and powers described in the Bylaws and as required by the Act. The Bylaws shall designate the Treasurer of the California Class as required by Section 6505.5 or Section 6505.6 of the Act and the public office or officers or person or persons who have charge of, handles, or have access to any property of the California CLASS as required by Section 6501.1 of the Act, and such public officer or officers or person or persons shall file an official bond in the amount of $25,000; provided, that such bond shall not be required if the California CLASS does not possess or own property or funds with an ag gregate value of greater than $500 (excluding amounts held by any custodian or depository in connection with the California CLASS Investment Program).

4.9 Accountability
Pursuant to Section 6505 of the Act, the California CLASS shall establish and maintain such funds and accounts as may be required by good accounting practice, and there shall be strict accountability of all funds and reports of all receipts and disbursements.

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4.10 Fiscal Year
The fiscal year of the California CLASS shall end each March 31. The California CLASS may from time to time change the fiscal year of the California CLASS by resolution of the Board.

ARTICLE V

ADMINISTRATOR

5.1 Appointment; General Provisions
(a) The California CLASS may appoint one or more persons to serve as the Administrator for the California CLASS Investment Program. It is specifically intended that any and all provisions related to the Administ rator set forth herein be memorialized in a contract between the California CLASS and the Administrator (the “ Administrator Agreement”) and that this Agreement not be construed to create any third-party beneficiary rights in any party fulfilling the role of Admini strator. In the event of conflict between the provisions of this Agreement and the provisions of the Administrator Agreement, this Agreement shall control.
(b) As provided in Section 5.3 hereof, the Administrator shall at no time have custody of or physical control over any of the Investment Property. (c) The Administrator may also serve as Investment Advisor to the California CLASS Investment Program and in such case, the Ad ministrator Agreement may also serve as the Investment Advisor Agreement.

5.2 Successors
In the event that, at any time, the position of Administrator shall become vacant for any reason, the California CLASS may appoint, employ, or contract with a successor.

5.3 Duties of the Administrator
(a) The duties of the Administrator shall be those set forth in this Article V and the Administrator Agreement. This Article V outlines some but not all of such duties. Such duties may be modified by the California CLASS from time to time. The role of the Administrator is intended to effect purchases, sales, or exchan ges of Investment Property on behalf of the California CLASS. The Administrator Agreement may authorize the Administrator to employ other persons to assist in the performance of the duties set forth therein. (b) The Administrator shall at no time have custody of or physical control over any of the Investment Property. If a Participant in e rror delivers Investment Funds for investment to the Administrator instead of to the Custodian, the Administrator shall immediately transfer such Investment Funds to the Custodian. The Administrator shall not be liable for any act or

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omission of the Custodian but shall be liable for the Administrator's acts and omissions as provided herein.
(c) The Administrator understands that th e monies delivered to the Custodian may o n l y b e i n v e s t e d p u r s u a n t t o t h e i n v e s t m ent parameters contained in the applicable Investment Policy.

5.4 Investment Activities and Powers
The Administrator shall perform the following services:
(a) advise the California CLASS on any ma terial changes in investment strategies based upon current market conditions;
(b) enter into securities transactions with respect to the Investment Property (to the extent permitted by the applicable Investment Policy and applicable laws) by entering into agreements and executing other documents re lating to such transactions containing provisions common for such agreements and documents in the securities industry; (c) from time to time, review the Permitted Investments and the applicable Investment Policy and, if circumstances and applicable laws permit, recommend changes in such Permitted Investments and such Investment Policy;
(d) provide such advice and information to the California CLASS on matters related to investments as the California CLASS may reasonably request including, without limitation, research and statistical data concerning th e Investment Property, whether and in what manner all rights conferred by the Investment Property may be exercised, and other matters within the scope of the investment criteria set forth in the applicable Investment Policy; (e) prepare such information and material as may be required in the implementation of the Valuation Procedures or the computation of the Balances and the preparation of any and all records and reports required by this Agreement or applicable laws; (f) issue instructions to the Custodian as provided in this Agreement; and (g) employ, consult with, obtain advice from, and exercise any of the Administrator’s rights or powers under this Agreement through the use of suitable agents including auditors, legal counsel (who may be counsel to the Administrator or the California CLASS), investment advisers, brokers, dealers, and/or other advi sers. Notwithstanding Section 15.8 hereof, the Administrator may transmit information conc erning the Investment Property and the Participants to such agents.

5.5 Monthly Statements
(a) Within fifteen (15) days after the end of each month-end, the Administrator shall prepare and submit, or make available, to each Participant who was a Participant during such month a statement disclosing any activity an d a closing balance, including the number of Shares, in each of its Accounts for such month.

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(b) The Administrator, upon the request of a Participant, shall furnish to the Participant a statement of such Participant's Balance as of the date of such request, subject only to account activity on such date.

5.6 Reports
The Administrator shall prepare or cause to be prepared at least annually (i) a report of operations containing a statement of the Investment Property and the Investment Property Liabilities and statements of operations and of net changes in net assets prepared in conformity with generally accepted accounting principles consistently applied and (ii) an opinion of an independent certified public acco untant on such financial statements based on an examination of the books and records of th e Participants’ Accounts, maintained by the Administrator with respect to the Investment Property, pe rformed in accordance with generally accepted auditing standards. An an nual audit of the accounts and records of the California CLASS shall be made, and the report thereon filed and kept, in accordance with the provisions of Section 6505 of the Act.

5.7 Daily Calculation of Program Value and Rate of Return The Administrator shall calculate the Investment Property Value for each Account once on each Business Day at the time and in the manner provided in the Investment Program’s Information Statement for such Fund as well as the Valuation Procedures.

5.8 Administration of the California CLASS Investment Program The Administrator shall perform the following administrative functions on behalf of the California CLASS in connection with the implementation of this Agreement:
(a) collect and maintain for such period as may be required under any applicable Federal or California law written records of all transactions affecting the Investment Property or the Balances, including but not limited to (i) investments by and payments to or on behalf of each Participant; (ii) acquisitions and dispositions of Investment Property; (iii) pledges and releases of collateral securing the Investment Property; (iv) determinations of the Investment Property Value; (v) adjustments to the Participants’ Balances; and (vi) the current Balance and the Balances at the end of each month for each Participant. There shall be a rebuttable presumption that any such records are comp lete and accurate. Th e Administrator shall maintain the records relating to each Participant in a manner that subdivides the Participant’s balance into Accounts;
(b) assist in the organization of meetin gs of the Board including preparation and distribution of the notices and agendas therefore;
(c) respond to all inquiries and other communi cations of Participants, if any, that are directed to the Administrator or, if any such inquiry or co mmunication is more properly addressed by the Custodian, referring such in quiry or communication to the Custodian and coordinating the Custodian’s response thereto;

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(d) pay all Investment Property Liabilities in accordance with this Agreement from any income, profits, and gains from the Investment Property (but not from the principal amount thereof); and
(e) engage in marketing activities to encourage eligible California public sector entities to become Participants.

ARTICLE VI

INVESTMENT ADVISOR

6.1 Appointment of Qualifications
(a) The California CLASS may appoint one or more persons that meet the qualifications described in Section 6.1(b) hereof to serve as the Investment Advisor of the California Class.

It is specifically intended that any and all pr ovisions related to the Investment Advisor set forth herein be memorialized in a contract between the California CLASS and the Investment Advisor (the “Investment Advisor Agreement”) and that this Agreement not be construed to create any third-party beneficiary rights in any party fulfilling the role of Investment Advisor. In the event of conflict between the provisions of this Agreement and the provisions of the Investment Advisor Agreement, this Agreement shall control. (b) The Investment Advisor shall meet the requirements of Section 6509.7 of the Act and Section 53601(p) of the California Government Code, as such sections may be amended from time to time, which, as of the Effective Date, require that:
(i) the investment manager is registered or exempt from registration with the Securities and Exchange Commission;
(ii) the investment manager has not less th an five (5) years of experience investing in the securities and obligations authorized by subdivisions (a) to (o), inclusive, of Section 53601 of the California Government Code; and
(iii) the investment manager has assets under management in excess of five hundred million dollars ($500,000,000).

6.2 Successors
In the event that, at any time, the position of Investment Advisor shall become vacant for any reason, the California CLASS shall appoint, employ, or contract with a successor that meets the qualifications described in Section 6.1(b) hereof.

6.3 Duties of the Investment Advisor
The duties of the Investment Advisor shall be those set forth in the Investment Advisor Agreement. Such duties may be modified by the California CLASS from time to time. The

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California CLASS may authorize the Investment Advisor in the Investment Advisor Agreement to effect purchases, sales, or exchanges of Investment Property on behalf of the California CLASS or may authorize any officer, employee, agent, or member of the California CLASS to effect such purchases, sales, or exchanges pu rsuant to recommendations of the Investment Advisor, all without further acti on by the California CLASS. An y and all of such purchases, sales, and exchanges shall be deemed to be authorized by the California CLASS. The Investment Advisor Agreement may authorize the Investment Advisor to employ other persons to assist in the performance of the duties set forth in the agreement. The Investment Advisor Agreement shall also provide that it may be terminated without cause and without the payment of any penalty on forty-five (45) days written notice.

6.4 Funds
The Investment Advisor shall cause the Cust odian to establish two initial funds (the “Prime Fund” and the “Enhanced Cash Fund”) for the investment of surplus funds of the Participants. The Prime Fund shall have a co nstant net asset value and be invested in Permitted Investments pursuant to the criteria and policies contained in the Investment Policy for the Prime Fund. The Enhanced Cash Fund sh all have a variable ne t asset value and be invested in Permitted Investme nts pursuant to the criteria and policies contained in the Investment Policy for the Enhanced Cash Fund. Notwithstanding anything in this Agreement to the contrary, the Investment Advisor may, upon the direction of the California CLASS, cause the Custodian to establish specially designated funds, in addition to the Prime Fund and the Enhanced Cash Fund, with specified investment characteristics so long as the fund adheres to the Permitted Investments. Such characteristics may include, without limitation, certain restrictions on amounts to be invested, holding periods prior to payments, or certain other conditions to be met for payments, such as possible payment penalties, special investment criteria, investment management tailored to a pa rticular Participant, or additional fees for administering such specially designated F unds. The Investment Advisor may cause the Custodian to establish such Funds with the cons ent of the California CLASS as evidenced by resolution of the Board and appr oval by the Board of the relate d Investment Policy for such Funds. The establishment of such Funds sh all not be deemed an amendment of this Agreement. A Participant may direct the Investment Advisor to invest its surplus funds in any of the established Funds. The Investment Advi sor shall cause each such Fund to maintain accounts and reports separate from any other Fu nd. All provisions of this Agreement shall apply to any such Funds.

6.5 Retained Reserves
The Investment Advisor may retain from earnings and profits such amounts as it may deem necessary to pay the debts and expenses of the California CLASS and to meet other obligations of the California CLASS, and the Investment Advisor shall also have the power to establish from earnings and profits such reasonable reserves as they believe may be necessary or desirable. At least quarterly, the Investment Advisor shall provide a detailed accounting to the Board of any debts, expe nses, and obligations deemed necessary for

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California CLASS Investment Prog ram, and at the same time shall provide a detailed accounting to the Board of re serves deemed necessary or desirable by the Investment Advisor. Realized capital gains or losses shall be distributed in a timely and equitable manner as determined by the Investment Advisor.

ARTICLE VII

THE CUSTODIAN

7.1 Appointment and Qualifications
The California CLASS shall appoint and employ a bank or trust company organized under the laws of the United States of America to serve as custodian (“ Custodian”) for the California CLASS Investment Program subject to the requirements of the Applicable Law.

The Custodian shall follow directions relating to the investment of all Investment Property in accordance with the instructions of the In vestment Advisor. The Custodian shall have authority to act as the California CLASS’s direct ed custodian, subject to such restrictions, limitations, and other requirements, if any, as may be established by the California CLASS. It is specifically intended that all provisions related to the Custodian set forth herein be memorialized in a contract to be entered into between the California CLASS and the Custodian (the “Custody Agreement”) and that this Agreement shall not be construed to create any third-party beneficiary rights under this Agre ement in any party fulfilling the role of the Custodian. As such, the terms of this Agreement are not binding on the Custodian and the Custodian’s rights, duties and obligations are solely as defined in the Custody Agreement.

7.2 Successors
If, at any time, the Custodian shall resign or shall be terminated pursuant to the provisions of the Custody Agreement, the California CLASS shall appoint a successor thereto.

7.3 Prohibited Transactions
With respect to transactions involving In vestment Property, the Custodian shall act strictly as directed custodian for the California CLASS. The California CLASS shall not purchase Permitted Investments from the Custodian or sell Permitted Investments to the Custodian.

7.4 Appointment; Sub-Custodians
(a) The Custodian may employ sub-custodians, including, without limitation, Affiliates of the Custodian for any obligations set forth in the Custody Agreement. The appointment of a sub-custodian under this Section shall not relieve the Custodian of any of its obligations set forth in the Custody Agreement. The Custodian sh all use its best effort s to ensure that the interests of the California CLASS in the Investment Property (excluding cash, which is not held by the Custodian) is clearly indicated on the records of any sub-custodian and the

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Custodian shall use its best efforts to ensure that the interests of the California CLASS in the Investment Property is not diminished or adversely affected because of the Custodian’s use of a sub-custodian.
(b) No Investment Funds or Investment Prop erty received or held by the Custodian pursuant to the Custody Agreement shall be a ccounted for in any manner that might cause such Investment Funds or Investment Property to become assets or liabilities of the Custodian.

7.5 Powers
The Custodian shall perform the following services:
(a) open and maintain such custody accounts as the California CLASS directs through the Administrator and accept for safekeeping an d for credit to the applicable Account, in accordance with the terms of the Custody Ag reement, all securities representing the investment of Investment Funds pursuant to Section 2.4 hereof, and the income or earnings derived therefrom.
(b) hold the Investment Property:
(i) in its account at Depository Trust Co mpany or other depository or clearing corporation; or
(ii) in a book entry account with the Federal Reserve Bank in which case a separate accounting of the Investment Property shall be maintained by the Custodian at all times.

The Investment Property held by any such depository or clearing corporation or Federal Reserve Bank may be held in the name of their respective nominees provided, however, that the custodial relationship and the interests of the California CLASS regarding such Investment Property shall be noted on the records of the Administrator and the custodial relationship on behalf of the California CLASS shall be noted on the records of the Custodian. (c) notify the Administrator, in writing or verbally with written, email, or facsimile confirmation, in advance of the Custodian taking any elective action involving the Investment Property.
(d) upon instruction of the Administrator, the Custodian is authorized to:
(i) receive and distribute Investment Fund s and all other Invest ment Property as directed by the Administrator;
(ii) exchange securities in temporary or be arer form for securities in definitive or registered form; and surrender securities at maturity or earlier when advised of a call for redemption;
(iii) make, execute, acknowledge, and deliver as Custodian all documents or instruments (including but not limited to all declarations, affidavits, and certificates of

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ownership) that may be necessary or appr opriate to carry out the powers granted herein; and
(iv) take any other action required by the Custody Agreement.

7.6 Custodial Relationship; Custodian Records
(a) The Custodian shall hold the Investment Property (excluding cash, which is not held by the Custodian) in its capacity as Cu stodian on behalf of th e California CLASS. Such Investment Property shall be custodial proper ty of the Custodian and shall not be, or be deemed to be, an asset of the Custodian.
(b) Within fifteen (15) days after the end of each month, the Custodian shall send statements providing the closing balance in th e Account at the end of such month and the transactions performed in the Account during such month to the Administrator and the California CLASS.

ARTICLE VIII

INTERESTS OF PARTICIPANTS

8.1 General
The California CLASS, in its discretion, may authorize the division of the Investment Property into one or more Funds as provided in Section 6.4 hereof. The beneficial interests of the Participants hereunder in a Fund and the earnings thereon shall be divided into Shares.

Shares shall be used as units to measure the proportionate allocation to the respective Participants of the beneficial interests of a Fund. As required by Section 6509.7 of the Act, each Share shall represent an equal proportionate interest in the Investment Property within a Fund. The number of Shares that may be used to measure and represent the proportionate allocation of beneficial interests among the Participants in a Fund is unlimited. All Shares in a Fund shall be of one class representing equal distribution, liquidation, and other rights. The beneficial interests measured by the Shares shall not entitle a Participant to preference, preemptive, appraisal, conversion, or exchange rights of any kind with respect to the California CLASS Investment Program or the Investment Property held in the applicable Fund.

Title to the Investment Property held in the applicable Fund of every description is vested in the California CLASS. The Participants shall have no interest in the Investment Property held in the applicable Fund other than the beneficial interests conferred hereby and measured by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights, or interests of the California CLASS.

8.2 Allocation of Shares
(a) In its discretion, the California CLASS ma y from time to time allocate Shares in addition to the then allocated Shares to such Participant for such amount and such type of

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consideration (including without limitation in come from the investment of Investment Property held in the applicable Fund) at such time(s) (including without limitation each Business Day in accordance with the maintenance of a constant net asset value per Shares as set forth in this Agreement for constant net asset value Funds), and on such terms as the California CLASS may deem best. In connection wi th any allocation of Shares, the California CLASS may allocate fractional Shares. From time to time, the California CLASS may adjust the total number of Shares allocated without thereby changing the proportionate beneficial interests in the Investment Property held in the applicable Fund. Reductions or increases in the number of allocated Shares may be made in order to maintain a constant net asset value per Share as set forth in Section 10.1 hereof for constant net asset value Funds. Shares shall be allocated and redeemed as one hundredths (1/100ths) of a Share or any multiple thereof. (b) Shares may be allocated only to a Partic ipant in accordance with this Agreement.

Any Participant may establish more than one Account within the California CLASS Investment Program or any Fund thereof for such Participant’s convenience.

8.3 Evidence of Share Allocation
Evidence of Shares allocation shall be reflected in the records of the California CLASS, and the California CLASS shall not be required to issue certificates as evidence of Shares allocation.

8.4 Redemption to Maintain Constant Net Asset Value for Constant Net Asset Value Funds
The Shares shall be subject to redemption pursuant to the procedure for reduction of outstanding Shares in order to maintain the constant net asset value per Shares for constant net asset value Funds unless provided otherwise in the Information Statement for the applicable Fund.

8.5 Redemptions
Payments by the California CLASS to Participants, and the reduction of Shares resulting therefrom, are referred to in this Agreement as redemptions for convenience. Any and all allocated Shares may be redeemed at the option of the Participant upon and subject to the terms and conditions provided in this Agreem ent and any applicable Investment Policy and Information Statement for such Fund. The procedures for effecting redemption shall be prescribed by the California CLASS provided, ho wever, that such procedures shall not be structured so as to substantially and materially restrict the ability of the Participants to withdraw funds from the California CLASS Investment Program.

8.6 Suspension of Redemption; Postponement of Payment
(a) Each Participant, by its investment in any Fund, agrees that the California CLASS may temporarily suspend the right of redempti on or postpone the date of payment for redeemed Shares for the whole or any part of any period:

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(i) During which trading in securities generally on the New York Stock Exchange or the American Stock Exchange or over-the-counter market shall have been suspended or minimum prices or maximum daily charges shall have been established on such exchange or market;
(ii) If a general banking moratorium shall have been declared by Federal, state, or the State of New York or State of California authorities or during a suspension of payments by banks in the State of California;
(iii) During which there shall have occurred any state of war or national emergency; (iv) During which any financial emergency or other crisis the effect of which on the financial markets of the United States is such as to make it impracticable (a) to dispose of the Investment Property because of the substantial losses that might be incurred or (b) to determine the Investment Property Value in accordance with the Valuation Procedures.
(b) The Administrator shall de termine, on behalf of th e California CLASS, when an event occurs that, under this Section entitl es the Custodian to temporarily suspend or postpone a Participant’s right to redemption, and shall immediately notify the Custodian and each Participant by facsimile, email, mail, or telephone of such determination. Such a suspension or postponement shall not itself directly alter or affect a Participant’s Balance. (c) Such a suspension or postponement shall take effect at such time as is determined by the Administrator, and thereafter there shall be no right to request a redemption of Shares until the first to occur of: (a) in the case of (i), (ii) or (iv) above, the time at which the Administrator declares the suspension or post ponement at an end, such declaration shall occur on the first day on which th e period specified in the clause (i), (ii) or (iv) above shall have expired; and (b) in the case of (iii) above, the first day on which the period specified in clause (iii) above is no longer continuing.
(d) Any Participant that requested a payment prior to any suspension or postponement of payment may withdraw its request at any time prior to the termination of the suspension or postponement.

8.7 Defective Redemption Requests
In the event that a Participant shall submit a request for the redemption of a greater number of Shares than are then allocated to such Participant, such request shall not be honored.

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ARTICLE IX

RECORD OF SHARES

9.1 Share Records
The California CLASS shall maintain records that shall contain:
(i) The names and addresses of the Participants;
(ii) The number of Shares representing their respective beneficial interests in any Account in any Fund hereunder; and
(iii) A record of all allocations and redemptions. Such records shall be conclusive as to the identity of the Participants to which Shares are allocated. Only Participants whose allocation of Shares is recorded in the Ca lifornia CLASS records shall be entitled to receive distributions with respect to Shares or otherwise to exercise or enjoy the rights and benefits related to the beneficial interests represented by the Shares. No Participant shall be entitled to receive any di stribution nor to have notices given to it until it has given its appropriate address to the California CLASS.

9.2 Maintenance of Records
The Administrator, or such other person appointed by the Administrator or the California CLASS, shall record the allocations of Shares in each Account in any Fund in the records of the California CLASS.

9.3 Owner of Record
No person becoming entitled to any Shar es in consequence of the bankruptcy or insolvency of any Participant or otherwise by operation of law shall be recorded as the Participant to which such Shares are allocated unless such person is otherwise qualified to become a Participant. If not qu alified, such person shall present proof of entitlement to the California CLASS and if the California CLASS, in its sole discretion, deems appropriate then be entitled to the redemption value of the Shares.

9.4 Transfer of Shares
The beneficial interests measured by the Shares shall not be transferable, in whole or in part, other than to the California CLASS it self or another Partic ipant for purposes of redemption. Shares also may be redeemed from one Participant’s Account and the proceeds deposited directly into another Participant’s Account upon instructions from the Authorized Representative of the respective Participants.

9.5 Limitation of Responsibility
The California CLASS shall not, nor shall the Participants or any officer, employee or agent of the California CLASS, be bound to determine the exis tence of any trust, express,

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implied or constructive, or of any charge, pledge, or equity to which any of the Shares or any interest therein are subject or to ascertain or inquire whether any redemption of any such Shares by any Participant or its Authorized Re presentatives is authorized by such trust, charge, pledge or equity, or to recognize any person as having any interest therein except the Participant recorded as the Participant to which such Shares are allocated. The receipt of moneys by the Participant in whose name any S h a r e s i s r e c o r d e d o r b y t h e A u t h o r i z e d Representative or duly authorized agent of such Participant shall be a sufficient discharge for all moneys payable or deliverable in respect of such Shares and from all responsibility to see the proper application thereof.

9.6 Notices
Any and all notices to which Participants hereunder may be entitled and any and all communications shall be deemed duly served or given if electronically or mailed, postage prepaid, addressed to Participants of record at the electronic or physical mailing addresses recorded in the records of the California CLASS.

ARTICLE X

DETERMINATION OF NET ASSET VALUE, NET INCOME,

DISTRIBUTIONS AND ALLOCATIONS

10.1 Determination of Net Asset Value, Ne t Income, Distributions and Allocations The Information Statement fo r each Fund within the California CLASS Investment Program shall set forth the basis and times for determining the per Share net asset value of the Shares, the net income, and the declaration and payment of distributions, as the California CLASS, in its absolute discretion, may determine.

ARTICLE XI

CALIFORNIA CLASS INVESTMENT PROGRAM COSTS

11.1 Expenses
In consideration of the performance of it s obligations hereunde r, the Administrator shall receive a fee as set forth in the Administrator Agreement described in Section 5.1 hereof, which fee shall be paid from the earnings on the Accounts. The Administrator’s fee shall be an Investment Property Liability. From its fee, the Administrator shall pay the following costs and expenses: the Investment Advisor’s fee set forth in the Investment Advisor Agreement, the Custodian’s fee set forth in the Custody Agreement, the costs of third parties retained by the Administrator to render investment advice pursuant to the Administrator Agreement, the

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royalty fees to the Sponsors, marketing expenses, all custodial and securities clearance transaction charges, the cost of valuing the Investment Property, the cost of obtaining a rating or ratings, if any, the cost of other expenses agreed to by the Administrator and the California CLASS, all Investment Property record-keeping expenses, the cost of preparing monthly and annual reports, the expense of outside audito rs required pursuant to the Administrator Agreement (but only if the Administrator selects such auditors), the fees of the counsel to the Administrator and/or the counsel to the California CLASS, the cost of Meetings of the Board, the cost of reimbursement for reasonable expenses incurred by Trustees in the course of their duties, insurance costs and the costs of Particip ant surveys and mailings. At least quarterly, the Administrator shall provide a detailed accounting of such expenses to the Trustees.

ARTICLE XII

REPRESENTATIONS AND WARRANTIES OF EACH FOUNDING

PARTICIPANT

12.1 Representations and Warranties of Each Founding Participant Each Founding Participant hereby represents and warrants that:
(a) the Founding Participant is a Public Agen cy and political subdivision of a state, or an agency, authority, or inst rumentality of the United Stat es, a state or any political subdivision of a state; and
(b) each of the recitals to this Agreement is true as it relates to such Founding Participant; and
(c) the Founding Participant has taken a ll necessary actions an d has received all necessary approvals and consents and adopted all necessary resolutions in order to execute and deliver this Agreement and to perform its obligations hereunder; and (d) the execution, delivery, and performance of this Agreement by the Founding Participant are within the power and authority of the Founding Participant and do not violate the laws, rules, or regulations of the State of California applicable to the Founding Participant or its organizational statute, instrument, or documents or any other applicable Federal, state, or local law.

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ARTICLE XIII

LIMITATIONS OF LIABILITY OF FOUNDING PARTICIPANTS,

PARTICIPANTS, TRUSTEES AND OTHERS

13.1 No Personal Liability of Founding Participants, Participants, Trustees and Others.

Except in the case of fraud or willful misconduct, no Founding Participant, Participant and, subject to Section 13.3 hereof, no Trustee, officer, employee or agent of California CLASS, acting in its capacity as a Founding Participant, Participant, Trustee, officer, employee or agent of California CLASS, as applicable , shall be subject to any personal liability whatsoever to any person in connection with pr operty or the acts, obligations or affairs of California CLASS, and all such persons shall l ook solely to the Investment Property for satisfaction of claims of any nature arising in connection with the affairs of California CLASS.

Except in the case of fraud or willful misconduct, no Founding Participant, Participant, Trustee, officer, employee, or agent, as such, of Califo rnia CLASS who is made a party to any suit or proceeding to enforce any such liability, shall be held to any personal liability. The debts, liabilities and obligations of California CLASS shall not be the debts, liabilities and obligations of any Founding Participant, Participant, Truste e, officer, employee or agent of California CLASS, unless otherwise provided in this Agr eement provided, however, that in such case, such debts, liabilities and obligations shall be limited to the value of the Investment Property.

13.2 Indemnification of Participants
California CLASS shall indemnify and hold each Participant harmless from and against all claims and liabilities to which such Participant may become subject by reason of its being or having been a Participant in the California CLASS Investment Program and shall reimburse such Participant for all legal and other expenses reasonably incurred by it in connection with any such claim or liability provided, however, that: (a) such Participant was acting in accordance with all legal and policy requiremen ts and investment objectives applicable to such Participant, including any limitations that the Participant has adopted or is subject to which are more restrictive than state law, (b) such indemnity or reimbursement shall be made from the Investment Property in the applicable Fund in respect of which such claim or liability arose and not from any other Investment Property, and (c) no indemnification shall be made for any Participant’s negligence or willful misc onduct. The rights accruing to a Participant under this Section 13.2 shall not exclude any other right to which such Participant may be lawfully entitled, nor shall anything herein contained restrict the right of California CLASS to indemnify or reimburse a Participant in any appropriate situation even though not specifically provided herein.

13.3 Bad Faith of Trustees and Others
No Trustee, officer, employee or agent of California CLASS shall be liable to California CLASS, or to any Founding Participant, Participant, Trustee, officer, employee or agent thereof

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for any action or failure to act, except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of duty (collectively, “Bad Faith”).

13.4 Indemnification of Trustees an d Others from Third-Party Actions (a) California CLASS shall, to the extent permitted by law, in demnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of California CLASS) by reason of the fact that such person is or was a Trustee, officer or employee of Californi a CLASS, against expenses, judgments, fines, settlements and other amounts ac tually and reasonably incurred in connection with such proceeding, if it is determined that such person acted in good faith and reasonably believed:
(i) in the case of conduct in his or her official capacity as a Trustee of California CLASS, that his or her conduct was in California CLASS’s best interests, (ii) in all other cases, that his or her conduct was at least not opposed to California CLASS’s best interests, and (iii) in the case of a criminal proceeding, that he or she had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in g ood faith and in a manner that such person reasonably believed to be in the best interests of California CLASS or that such person had reasonable cause to believe such person’s conduct was unlawful. (b) In case any claim shall be made or ac tion brought against any person in respect of which indemnity may be sought against the California CLASS, such indemnified person shall promptly notify the California CLASS in writing setting forth the particulars of such claim or action. The indemnified person shall be entitled to select and retain counsel of his or her choice. The California CLASS shall be respo nsible for the payment or immediate reimbursement for all reasonable fees and expenses incurred in the defense of such claim or action.

13.5 Indemnification of Trustees and Others for Successful Defense To the extent that a Trus tee, officer or employee of California CLASS has been successful on the merits in defense of any proceeding referred to in Section 13.4 hereof or in defense of any claim, issue or matter therein, before the court or other body before which the proceeding was brought, such person shall be indemnified against expenses actually and reasonably incurred in connection therewith.

13.6 Advance of Expenses
Expenses incurred in defending any proceeding may be advanced by California CLASS before the final disposition of the proceeding up on a written undertaking by or on behalf of the Trustee, officer or employee of California CLASS, to repay the amount of the advance if it is ultimately determined that he or she is not entitled to indemnification, together with at least one of the following as a condition to the advance: (i) security for the undertaking; or (ii) the existence of insurance protecting California CLASS against losses arising by reason of any lawful advances; or (iii) a determination by a majority of the Trustees who are not parties

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to the proceeding (“Non-Interested Trustees”), or by independent legal counsel in a written opinion, based on a review of readily available facts, that there is reason to believe that such person ultimately will be found entitled to indemnification.

13.7 Exclusions and Limitations of Indem nification of Trustees and Others Notwithstanding the foregoing, no indemnif ication or advance shall be made under Sections 13.4 to 13.6 hereof:
(a) Bad Faith. For any liability arising by reason of Bad Faith of a Trustee, officer or employee of California CLASS.
(b) Improper Personal Benefit. In respect of any claim, issue, or matter as to which a Trustee, officer or employee of California CL ASS shall have been adjudged to be liable on the basis that personal benefit was improperly received by him or he r, whether or not the benefit resulted from an action taken in such person’s official capacity. (c) Otherwise Prohibited. In any circumst ances where it appears that it would be inconsistent with any condition expressly imposed by a court, any provision of this Agreement, or any agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification or advance. (d) Limited to California CLASS’s Assets. In any amount, individually or in the aggregate, that exceeds the value of the Investment Property. If there are concurrent indemnifications of multiple Participants under this Article XIII, such indemnifications shall be made on a pro rata basis up to the value of the Investment Property.

13.8 Obligations under Law
Notwithstanding anything herein or in the Investment Management Agreement to the contrary, nothing herein or th erein is intended to relieve any Founding Participant or Participant of any obligation it has under state or Federal law to monitor, review, evaluate or provide oversight with respect to the Shares Program, the Investment Manager, or its participation in California CLASS.

13.9 Required Approval
No indemnification or advance shall be made under Sections 13.4 to 13.6 hereof unless and until it is determined, by a majority of the Non-Interested Trustees, or by independent legal counsel in a written opinion, based on a review of readily av ailable facts, that indemnification of a Trustee, officer, employee or agent of California CLASS is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 13.4 to 13.6 hereof, as applicable, and such indemnification is not excluded by reason of Section 13.7 hereof.

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13.10 Fiduciaries of Employee Benefit Plan
This Article XIII does not provide indemnification or release from liability with respect to any proceeding against any trustee, Investment Manager or other fiduciary of an employee benefit plan in such person’s capacity as su ch, even though such person may also be a Trustee, officer, employee or agent of California CLASS. Nothing contained in this Article XIII shall limit any right to indemnification to which such a trustee, Investment Manager, or other fiduciary may be entitled by contract or othe rwise which shall be enforceable to the extent permitted by applicable laws other than this Article XIII.

13.11 No Duty of Investigation and Notice in California CLASS Instruments No purchaser, lender, transfer agent, record keeper or other person dealing with any Trustee, officer, employee or agent of California CLASS shall be bound to make any inquiry concerning the validity of any transaction purpor ting to be made by such Trustee, officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of such Trustee, officer, employee or agent. Every obligation, contract, instrument, certificate, Share or other security of California CLASS and undertaking, and every other document executed in connection with California CLASS, shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Agreement or in their capacity as officers, employees or agents of California CLASS. Every written obligation, cont ract, instrument, certificate, Share or other security of California CLASS or undertaking made or issued by any Trustee shall recite that it is executed by such Trustee not individually , but in the capacity as Trustee under this Agreement, and that the obligations of any such instruments are not binding upon any of the Trustees, Founding Participants or Participants individually, but bind only California CLASS property, but the omission of such recital sha ll not operate to bind the Trustees, Founding Participants or Participants individually.

13.12 Reliance on Experts
Each Trustee, officer, employee and agen t of California CLASS shall, in the performance of his or her duties, be fully protec ted with regard to any act or any failure to act resulting from reliance in good faith up on the books of account or other records of California CLASS, upon an opinion of counsel, or upon reports made to California CLASS by any of its officers or employees or by the investment adviser, administrator, transfer agent, record keeper, custodian, distributor accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, offi cers, employees or ag ents of California CLASS.

13.13 Immunity from Liability
All of the privileges and immunities from liability, all exemptions from laws, ordinances and rules, and all pension, relief, disability, workmen’s compensation, and other benefits which apply to the activity of the trustees, officers, employees or agents of the Founding Participants when performing th eir functions within the territo rial limits of their respective

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Public Agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties associated with California CLASS.

13.14 Further Restriction of Duties and Liabilities
Without limiting the foregoing provisions of this Article XIII, the Trustees, officers, employees and Founding Participants of California CLASS shall in no event have any greater duties or liabilities than those imposed by applicable laws as shall be in effect from time to time.

ARTICLE XIV

AMENDMENT AND TERMINATION

14.1 Amendment
Unless explicitly set forth otherwise herein, this Agreement may be amended only by a majority vote of the Board. Nothing in this Agreement shall permit its amendment to violate the Act or the Applicable Law or impair the exemption from personal liability of the Founding Participants, Participants, Trustees, officers, employees and agents of the California CLASS or to permit assessments upon Participants. Notice of any amendment to this Agreement shall be filed with the office of the Secretary of St ate of California pursuant to Section 6503.5.

Participants shall also be notified of any amendment to this Agreement through electronic communications.

14.2 Termination
(a) This Agreement shall continue in full force and effect unless terminated as set forth in this Section 14.2. This Agreement may be terminated at any time pursuant to a duly adopted amendment hereto approved by the unanimous vote of the Board provided, however, that in no event shall this Agreement term inate so long as the California CLASS has any unpaid debts or obligations.
(b) Upon the termination of this Agreement pursuant to this Section 14.2:
(i) the Custodian, the California CLASS, an d the Administrator shall carry on no business in connection with the California CLASS Investment Program except for the purpose of satisfying the Investment Proper ty Liabilities and winding up their affairs in connection with the Investment Property;
(ii) the Custodian, the California CLASS, an d the Administrator shall proceed to wind up their affairs in connection with California CLASS Investment Program, and all of the powers of the California CLASS, the Admi nistrator, and the Custodian under this Agreement, the Administrator Agreement, and the Custody Agreement, respectively, shall continue until the affairs of the California CLASS, the Administrator, and the

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Custodian in connection with the California CLASS Investment Program shall have been wound up, including but not limited to the power to collect amounts owed, sell, convey, assign, exchange, transfer, or otherwise disp ose of all or any part of the remaining Investment Property to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities, or other property of any kind, discharge or pay Investment Property Liabilit ies, and do all other acts appropriate to liquidate their affairs in connection with the California CLASS Investment Program; and
(iii) after paying or adequately providing for the payment of all Investment Property Liabilities and upon receipt of such releas es, indemnities, and refunding agreements as each of the California CLASS, Administ rator, and Custodian deem necessary for their protection, the California CLASS shall take all necessary actions to cause the distribution of the remaining Investment Property, in cash or in kind or partly in each, among the Participants according to their respective proportionate Balances. (c) Upon termination of this Agreement and di stribution to the Participants as herein provided, the California CLASS shall direct the Administrator to execute and lodge among the records maintained in connection with this Agreement an instrument in writing setting forth the fact of such termination, and the California CLASS and Founding Participants shall thereupon be discharged from all further liabilit ies and duties hereunder, and the rights and benefits of all Participants hereunder shall cease and be canceled and discharged.

ARTICLE XV

MISCELLANEOUS

15.1 Governing Law
This Agreement is executed by the initial Founding Participants and delivered in the State of California and with reference to the laws thereof, and the rights of all parties and the validity, construction, and effect of every prov ision hereof shall be subject to and construed according to the laws of the State of California.

15.2 Severability
The provisions of this Agreement are severable, and if any one or more of such provisions (the “Conflicting Provisions”) are in conflict with applicable laws, the Conflicting Provisions shall be deemed never to have cons tituted a part of this Agreement, and this Agreement may be amended pursuant to Sectio n 14.1 hereof to remove the Conflicting Provisions provided, however, that such conflict or amendment shall not affect or impair any of the remaining provisions of this Agreement or render invalid or improper any action taken or omitted prior to the discovery or removal of the Conflicting Provisions.

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15.3 Counterparts
This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts, together, shall constitute but one and the same instrument that shall be sufficiently evidenced by any such original counterpart.

15.4 No Assignment
No assignment of this Agreement may be made by any party without consent of the non-assigning party.

15.5 Gender; Section Headings and Table of Contents
(a) Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders, and words impo rting the singular number shall mean and include the plural number and vice versa.
(b) Any headings preceding the texts of the several Articles and Sections of this Agreement and any table of contents or marginal notes appended to copies hereof shall be solely for convenience of reference and shall ne ither constitute a part of this Agreement nor affect its meaning, construction, or effect.

15.6 No Partnership
Other than the creation by the Founding Participants of a joint exercise of powers entity pursuant to the Act, this Agreement does not create or constitute an association of two or more persons to carry on as co-owners a business for profit, and none of the parties intends this Agreement to constitute a partnership or any other joint venture or association.

15.7 Notice
Unless oral notice is otherwise allowed in this Agreement and except as otherwise provided herein, all notices required to be sent under this Agreement:
(a) shall be in writing;
(b) shall be deemed to be sufficient if given by (i) depositing the same in the United States mail properly addr essed, postage prepaid, or (ii) electronically transmitting such notice by any means such as by facsimile transmission, email, or other electronic means, or (iii) by depositing the same with a courier delivery service, addressed to the person entitled thereto at his address or phone number as it appears on the records maintained by the Administrator;
(c) shall be deemed to have been given on the day of such transmission if delivered pursuant to subsection (b)(ii) or on the thir d day after deposit if delivered pursuant to subsection (b)(i) or (b)(iii); and

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(d) any of the methods specified in Section 15.7(b) hereof shall be sufficient to deliver any notice required hereunder notwithstanding that one or more of such methods may not be specifically listed in the Sections hereunder requiring such notice.

15.8 Confidentiality
(a) All information and recommendations furnished by the Ad ministrator to any Participants or the California CLASS that is marked confidential and all information and directions furnished by the Admi nistrator to the Custodian shall be regarded as confidential by each such person to the extent permitted by law. Nothing in this Section shall prevent any party from divulging information as required by law or from divulging information to civil, criminal, bank, or securities regulatory authorities where such party may be exposed to civil or criminal proceedings or penalties for failur e to comply, or from divulging information in accordance with State of California laws or to prevent the Administrator from distributing copies of this Agreement, the names of the Participants, or the Investment Property Value to third parties.

15.9 Entire Agreement
This Agreement shall constitute the entire agreement of the parties with respect to the subject matter and shall supersede all prior oral or written agreements in regard thereto.

15.10 Disputes
In the event of any dispute between the parties, the parties agree to attempt to resolve the dispute through negotiation. To the exte nt permitted by law, no litigation shall be commenced without a certification by an authorized officer, employee, or agent of any party that the dispute cannot be resolved by negotiation provided in writing at least 10 days before commencing legal action.

15.11 Writings
Whenever this Agreement requires a notice, instruction, or confirmation to be in writing or a written report to be made or a written record to be maintained, it shall be sufficient if such writing is produced or maintained by electronic means or maintained by any other photostatic, photographic, or micrographic data storage method such as digital discs as well as on paper.

15.12 Effective Date
This Agreement shall become effective on the Effective Date.

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SIGNATURE PAGE FOR JOINT EXERCISE OF POWERS AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their names and on their behalf as of the date first written above. [NAME OF INITIAL FOUNDING
PARTICIPANT]
B y :

N a m e :

T i t l e :
[NAME OF INITIAL FOUNDING
PARTICIPANT]
B y :

N a m e :

T i t l e :
[NAME OF INITIAL FOUNDING
PARTICIPANT]
B y :

N a m e :

T i t l e :

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EXHIBIT A

EXHIBIT A
Valuation Procedures

1. Portfolio Valuation
California CLASS follows Financial Accounting Standards Board Accounting Standards Codification (ASC) 820 Fair Value Measurement and Disclosure for financial reporting purposes. ASC 820 defines fair value, establishes a single framework for measuring fair value, and requires disclosures about fair value measurement.

At least daily, the Investment Property Value shall be determined on a mark to market basis as follows: (a) securities for which market quotations are readily available are valued at the most recent bid price or yield equivalent as obtained from one or mo re market makers for such securities or a third-party pricing source; (2) all other securities and assets are valued at fair market value in good faith.

2. Amendment
These Valuation Procedures may be amended from time to time as provided in the Agreement.

RESOLUTION NO. 22-18

A RESOLUTION AUTHORIZING THE CITY OF LANCASTER

TO ENTER INTO THE JOINT EXERCISE OF POWERS

AGREEMENT RELATING TO THE CALIFORNIA CLASS AND

TO INVEST IN SHARES OF THE CALIFORNIA CLASS AND

RELATED MATTERS
WHEREAS, Section 6509.7 of Title 1, Division 7, Chapter 5 of the California Government Code (the “Act”) provides that, two or more public agencies that have the authority to invest funds in their treasuries may, by agreement, jointly exercise that common power; and WHEREAS, the City of Lancaster is a public agency that has the authority to invest funds in its treasury and intends to become a “Founding Participant” under the Joint Exercise of Powers Agreement (the “JPA Agreement”) creating the California Cooperative Liquid Assets Securities System (“California CLASS”), by executing the JPA Agreement; and WHEREAS, the City of Lancaster desires to authorize the investment of its funds in the investment programs offered by the California CLASS once the California CLASS has been formed;
NOW, THEREFORE, BE IT RESOLVED by the governing body of the City of Lancaster (the “Governing Body”) as follows:

Section 1. The City Manager of the City of Lancaster or his designee (the “City Manager”) is hereby authorized to execute and deliver the JPA Agreement, on behalf of the City of Lancaster, in substantially the form presented at this meeting.

Section 2. The City of Lancaster is hereby authorized to complete the registration form and become a Participant in order to purchase shares of beneficial interest issued by the California CLASS from time to time with available funds of the City of Lancaster, and to redeem some or all of those shares from time to time as such funds are needed.

Section 3. The City Manager or the Finance Director of the City of Lancaster is hereby delegated authority of the Governing Body to take all actions and to make and execute any and all instruments, which he or she might deem necessary or appropriate in order to carry out the purposes of the Governing Body in adopting this Resolution.

Resolution No. 22-18