Lancaster City Council
March 28, 2023

I
I
1 !
-l
I
II
-]
-l
I
rt
l
H
I
Ii
I
II
I
rL
-T
LDM
Associa tes . lnc
I
-t
J
I
.J
"l
_t
J

3.8 Notu-DtscLosuRE CoruFltcr oF INTEREST
ExnrBlT
tt
A"

I
I
rl
i
I

3.8 NON.DISCTOSURE CONFLICT OF INTEREST
LDM Associates, lnc. is not aware of any possible conflicts of interest with current clients or staff membersortheCity. Weareenclosingasigned"ExhibitA,Conflictof lnterestandNon-Disclosure Agreement" as part of this proposal (Exhibit A - Conflict of lnterest and Non-Disclosure Agreement provided below):

Ii
I
I
I
i
I
q
j
t
:
-t
l
1 J
J
J
J
Paee 131
City of Lancaster
Request for Proposals ("RFP") 784-23for
Housing Rehabilitation Program
'EXH|BtT A" CtTy OF TANCASTER CONFLTCT OF INTEREST/NON-DISCLOSURE STATEMENT It is the policy of the City of Lancaster to prevent personal or organizational conflict of interest, or the appearance of such conflict of interest, in the award and administration of City Contracts, including, but not limited to Contracts for Professional Services Agreements ("PSA") with potential Proposers.

I do not have specific knowledge of confidential information regarding RFP responses received in response to the Request for Proposal 'RFP" 783-23 for Housing Rehabilitation Program lagree not to disclose or otherwise divulge any information pertaining to the contents or status of any RFp response to anyone. I understand the terms and "disclose or otherwise divulge" to include, but are not limited to, verbal conversations, written correspondence, or reproduction of any part or any portion of any RFP response.
l, the undersigned, hereby certify that the following statements are true and correct and that I understand and agree to be bound by commitments contained herein.

Rudy E. Munoz (Print Name)
None (Relationship to the City)
None (Relationship to the Proposers)
(Signature)
02t08t2023 (Date)
Must be included in final RFP submittal
Submittals Due: February 13,2023, by 9:00 am Page 18 of 27 :l
I
tI
I
-l
I
I
I
r-ILLDM
Associates.lnc.

I
I
I
I
I
I
I
I
j
I
I
I
J
I
J
-J
J

3.9 PNOTCSSIONAL SERVICE ACREEMENT
ExHrBrr ttB"

I
I
I
I
I
1 3.9 PROFESSIONALSERVICESAGREEMENT
LDM Associates, lnc. agrees to each clause contained in the Professional Services Agreement ("PSA") with the exception otherwise indicated in "Exhibit B, Professional Services Agreement Exceptions Summary." (Exhibit B - Professional Services Agreement Exceptions Summary provided below):

I
I
I
I
J
I
I
I
I
I
-J
I
)
J
I
..t
J
.J
J

City of Lancaster
Request for Proposals ("RFP") 784-23 for
Housing Rehabilitation Program
)
'EXHIBIT B' PROFESSIONAL SERVICES AGREEMENT EXCEPTIONS SUMMARY Mark the appropriate choice, below
Proposers accepts the PSA without exception
OR
X Proposers proposes exceptions to the PSA.

Summarize all exceptions on a separate document. Enclose a written summary of each change and title as "Exception Summary", which shall include the Proposers' rationale for proposing each such exception. Each exception must be labeled with the Section number in the PSA. Failure to properly reference exceptions in the submitted su m the response as non-responsive.

Signature
Rudy E. Munoz
Printed Name
Senior Executive Vice President
Title
02t08t2023
Date
Must be included in final RFP submittal.

Submittals Due: February 13,2023, by 9:00 am PageL9 of 27 EXHIBIT "B' EXCEPTION SUMMARY
MDG would like to request that Section 7 of the agreement be revised to read as follows

7. REPORTS AND RECORDS

7.3 Ownership of Documents. CONSULTANT will be providing certain proprietary documents, materials, written program guidelines, and policies and procedures (collectively the "Materials") for use by the CITY pursuant to this Agreement. The ownership of all the Materials shall remain exclusively with CONSULTANT provided however, that the CITY shall have the right to use the Materials during the term of this Agreement and after the expiration or termination of this Agreement. Nothing herein shall grant the CITY any right, title, or interest in CONSULTANT'S protected Materials, other than as provided herein. At no time during or after the term of this Agreement shall CITY challenge or assist others to challenge the registration thereof or attempt to register any materials that would infringe upon those of CONSULTANT. lf requested to do so, and when provided a copy of relevant federal copyright or trademark registration(s), the CITY agrees to legibly and durably affix to such Materials, notices in compliance with applicable copyright and trademark laws, including but not limited to the use of the symbol "@" or similar symbols.

The CITY shall use reasonable efforts to notify the CONSULTANT in writing of any actual or potential infringement of the Materials of which the CITY becomes aware. Any new use, modification, or enhancement of the Materials or any variation thereof by CONSULTANT, shall belong exclusively to CONSULTANT.

Other than CONSULTANT'S Materials, all draft and final reports, documents and other written material, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files or other media whatsoever, created or developed by the CONSULTANT in the performance of this Agreement (collectively, "Work Product") shall be considered to be "works made for hire" for the benefit of the CITY. All Work Product and any and all intellectual property rights arising from their creation, including all copyrights and other proprietary rights, shall be and remain the property of CITY without restriction or limitation upon their use, duplication or dissemination by the CITY upon final payment being made. The CONSULTANT shall not obtain or attempt to obtain copyright protection as to any of the Work Product.

The CONSULTANT hereby assigns to the CITY all rights of ownership to the Work Product, including any and all related intellectual property and proprietary rights that are not otherwise vested in the CITY pursuant to subsection (a) above.

The CONSULTANT warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment, the CITY shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. The CONSULTANT shall defend, indemnify and hold the CITY, and its elected officials, officers, employees, servants, attorneys, designated volunteers and agents serving as independent contractors in the role of city officials, harmless from any loss, claim or liability in any way related to a claim that the GITY's use of any of the Work Product is violating federal, state or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights or interests in products, ideas or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Work Product produced under this Agreement. ln the event any the use of any of the Work Product or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined, CONSULTANT, at its expense, shall:
(a) secure for the CITY the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for the CITY; or (b) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. The CONSULTANT's covenants underthis Section shall survive the expiration or termination of this Agreement.

I
1 1
I
I
I
II
l
I
I
I
1 r-ILLDM
Associates.lnc.
l
J
J
.J
"t
J

3.10 ACTruOWLEDGMENT Or INSURANCE
ExnrBlT ttC"

I
I
'l
I
I
I
'l
It

3.10 ACKNOWLEDGEMENT OF INSURANCE
LDM Associates, lnc. acknowledges that it meets all of the insurance requirements as outlined in the Professional Services Agreement. Compliance with these requirements is further indicated with the signature of "Exhibit C, Acknowledgement of lnsurance Requirements and Certification of Ability to Provide and Maintain Coverages Specified." (Exhibit C, Acknowledgement of lnsurance Requirements and Certification of Abilityto Provide and Maintain Coverages Specified provided below:)
II
J
I
I
I
j
.J
j
J
J
J

City of Lancaster
Request for Proposals ("RFP") 784-23 for
Housing Rehabilitation Program
'EXHIBIT C" ACKNOWTEDGMENT OF INSURANCE REqUIREMENTS AND CERTIFICATION OF ABITITY TO

PROVIDE AND MAINTAIN COVERAGES SPECIFIED
Rudy E. Munoz the Senior Executive Vice President
(President, Secretary, Manager, Owner or Representative) LDM Associates, lnc certify that the
(Name of Company, Corporation or Owner)
Specifications and General Provisions regarding insurance requirements as stated within the Professional Services Agreement (PSA), for the Purchase Contract designated Request for Proposal ('RFtr') for 783-23 for Housing Rehabilitation Program have been read and understood and that our Company is able to provide and maintain the coverage as specified in the PSA. Failure !q provide said coverage, upon request to finalize the PSA prior to award shall be sufficient cause for immedialil ual rd. Failure to maintain said coverage shall result in termination of the contract.

Signatu re
Rudy E. Munoz
Printed Name
Senior Executive Vice President
Title
02t08t2023
Date
Must be included in finol RFP submittal.

Submittals Due: February 13,2023, by9:00 am Page2}0I 27 I
'.'|
I
:l
i
1 II
1 -t
iII
I,
j
r-ILLDM
Associates.lnc.

IIf
I
I
{
I
.J
.t
J
J
J

3.1 1 AOOTruDUM ACTruOWLEDGEMENT
ExnrBrr ttD"

I
I
1 -l
I
1 -t
I
3,LL ADDENDUM ACKNOWLEDGEMENT
LDM Associates, lnc. acknowledges that it has received all posted Addendums to the RFP and acknowledge by way of signature on "Exhibit D, Addendum Acknowledgment." (Exhibit D, Addendum Acknowledgment provided below:)
II
c
-I
I
I
I
t
I!I
I
1 j
.,1
J
I
.J
J
J

"t
City of Lancaster
Request for Proposals ("RFP") 784-23 for
Housing Rehabilitation Program
/EXHIBIT D" ADDENDUM ACKNOWTEDGEMENT
The Proposers hereby acknowledges the following Addenda Number(s)to this RFP have been received, if any.

Proposers understands failure to acknowledge any addenda issued may cause the RFP response to be considered non-responsive. lt is the Proposers' responsibility to check the City of Lancaster website to identifiT and download the number of addenda that have been posted. a None
Signature
Rudy E. Munoz
Printed Name
Senior Executive Vice President
Title
ozt0812023
Date
Must be included in final RFP submittal.
a
a
a
.J
)
Submittals Due: February 13,2023, by 9:00 am Paee2lof 27 I
'l
-t
I
I
-'l
I
1 I
r-ILLDM
Associates.lnc.

I
I
I!
a
I
:
t
lj
I!
I
I
;
.,
i
-J
I
I
.J
J
J

3.L2 DeeaNMENT AruD SUSPENSION
ExHrBrr ttEt'

I
-l
I
.J
'l
I
-t
I

3.L2 DEBARMENT AND SUSPENSION
LDM Associates, lnc. verifies by way of signature to Exhibit E, Debarment and Suspension Certification Form" that it is not currently listed on the Governmentwide exclusions in the System for Award Management (SAM), per 2 CFR Part 200. (Exhibit E - Debarment and Suspension Certification provided below:)
I
I
't
i
lI
I
I
I
I
I
I
I
_i
J
rl
J
J
"J
J
Page lrt4
City of Lancaster
Request for Proposals ("RFP") 784-23 for
Housing Rehabilitation Program
'EXHIBIT E, DEBARMENT and SUSPENSION CERTIFICATION FORM I certify that neither LDM Associates, lnc. (Pro poser) nor any of its proposed subcontractors are not currently listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the guidelines under 2 CFR 200 that implement Executive Orders 1.2549 (3 CFR part 1986 Comp., p. L89)and 12689 (3 CFR part 1989 Comp., p. 235), and that neither Proposer nor any of its proposed subcontractors are tax delinquent with the State of California. lacknowledge that if Proposers or any of its subcontractors subsequently are placed under suspension or debarment by a local, state or federal government entity, or if Proposers or any of its subcontractors subsequently become delinquent in California taxes, our Proposal will be disqualified.

Signature
Rudy E. Munoz
Printed Name
Senior Executive Vice President
Title
02to8t2023
Date
Must be included in finol RFP submittol.

Submittals Due: February 13,2023, by 9:00 am PageZ2of 27 I
I
t
x
II
I
1 I
r-ILLDM
't
j
I
I
t
.J
I
I
Associates.lnc.

I
)
J
II
.J
j
I
.J
J

3.13 PnnrcrPATtoN CLAUSE
Exn|BIT ttF"
Pase l4E
I
II
.-l-l
Iit
._l
I
I
-t
I
--l
II
I
I
J

3.13 PARTICIPATION CTAUSE
LDM Associates, lnc. has completed "Exhibit F, Participation Clause," allowing other entities to utilize the RFP response and awarded contract as a piggyback option, subject to the terms of the clause being permitted by the funding grant. (Exhibit F - Participation Clause provided below:) Fage 147
-l
i
I
I
I
!j
I
i
I
J
!
J
I
-J
II
J
I
_i
,l
City of Lancaster
Request for Proposals ("RFP") 784-23 for
Housing Rehabilitation Program
'EXHIBIT F" PARTICIPATION CLAUSE
It is hereby understood that other government entities, such as cities, counties, and special/school districts may utilize this RFP response at their option for equipment or services at the RFP response price for a period of 180 days. Said entities shall have the option to participate in any award made because of this solicitation.

Any such piggy-back awards will be made independently by each agency, and the City of Lancaster is not an agent, partner or representative of these agencies and is not obligated or liable for any action of debts that may arise out of such independently negotiated piggy-back procurement. Each public agency shall accept sole responsibility of its own order placement and payments of the Proposers.

Successful Proposers will extend prices as proposed herein to other governmental agencies, please specify.

YES X No
Must be included in finol RFP submittal
.l
Submittals Due: February 13,2023, by 9:00 am Page23 of 27 I
I
1 I
I
1I
I
rL
-T
LDM
Associates. lnc
1 I
!
1 t
!
!I
I
I
I
I
t
I
.J
i
.j
j
J
J
J

3.T4 SIENATURE OF AUTNORITY
ExnrBlT ttG"
Pase 149
I
I
I
I
-t
i
I
-t
i
I

3.L4 SIGNATURE AUTHORITY
LDM Associates, lnc. has completed "Exhibit G, Signature of Authority," declaring that we have carefully examined the instruction indicated therein. This includes allterms and conditions and specifications and hereby propose and agrees, if the RFP response is accepted, to furnish all material in accordance with the instruction and specifications in the time and manner prescribed forthe unit cost amounts set forth in our RFP response. (Exhibit G - Signature of Authority provided below:)
I
N
I
t
-!
t
,
I
I
j
I
I
I
I
I
.l
./
I
J
I
.J
.J
I
-i
J
Pase 150
City of Lancaster
Request for Proposals ("RFP") 784-23 for
Housing Rehabilitation Program
"EXHIBIT G" SIGNATURE OF AUTHORITY
The undersigned firm declares that he has carefully examined the specifications and read the above terms and conditions, and hereby proposes and agrees, if this RFP response is accepted, to furnish all material in accordance with the specifications and instructions, in the time and manner therein prescribed for the unit cost amounts set forth in the following RFP response.

THE PROPOSERS IN SUBMITTING THIS RFP RESPONSE MUST FILL 'N
THE FOLLOWNG INFORMATION. FAILURE TO DO SO
MAY DEEM YOUR RFP RESPONSEASruON-RESPONSIVE.

Company Name:

LDM Associates, lnc.

Address:
{Street, Su. # City, State, zip}
10722 Arrow Route, Suite 822
Rancho Cucamonga, CA 91730
Telephone #:
(909) 476-9696
Fax #:
(e09) 476-6086
E-mail address:
[email protected]
Web Address:

Authorized Representative : ( print)
Rudy E. Munoz
Title:

Senior Executive Vice President
Signature: Date
02t08t2023
Must be included in final RFP submittal.

Submittals Due: February 13,2023, by9:00 am Page2{of 27 I
I
rl
I
I
1 I
.I
i
1 :l
J
J
I
II
I
I
.J
I
-/
j 3.15 CoupANY RrrrRENcEs
ExnrBlT ttH"
.J
J
r-ILLDM
Associates.lnc.

Pase l5Z
I
-l
i
r-1
J
-t
I
I
-t
{
I

3.15 COMPANY REFERENCES
LDM Associates, lnc. is providing references under "Exhibit H, Reference Worksheet" as requested in the RFP. (Exhibit H Reference Worksheet provided below:) I
iI
!
I
I
I
1 J
*j
I
.J
.J
.J
J
Pase 153
I
j
City of Lancaster
Request for Proposals ("RFP") 784-23 for
Housing Rehabilitation Program
rt
I
l
l
)
_i
l
j
.J
'EXHIBIT H,, R EFERENCES WORKSHEET
The following References Worksheet must be complete, please do not mark "See Attached". This Exhibit must be included with the Proposal. Provide aminimum of four (4) clients that are similar in size to the City of Lancaster that your company has conducted comparable or like services. Preferred references should be government agencies and be a current customer with in the past th ree (3) years. Please verify accuracy of contact information. -.t
j
.J
.l
City of PalmdaleCompany Name
Contact Name and Title Sophia Reyes, Housing Coordinator Company Address 38250 Sierra Highway, Palmdale, CA 93550 Contact Telephone Number (661) 267-5126
Contact Email
sreyea@cityofpalmdale. org
CDBG/HOM E/NSP/CV Programs Administration,
Housing lnspections. Annual Cost $180,000.

Description of Comparative Services and
Project Cost (please be specific)
City of UplandCompany Name
Robert Dalquest, Director of Dev. Services AdminContact Name and Title 460 N Euclid Ave., Upland, CA 91786Company Address
(909) 931-4148Contact Telephone Number
rdalquest@ci. upland. ca.us
Contact Email
CDBG/HOME/CV Programs Admin., Housing and
Commercial Rehab, LC. Annual Cost $280,000
Description of Comparative Services and
Project Cost (please be specific)
Submittals Due; February L3,2023, by 9:00 am Page25 ol 27 -t
i
l
'l
J
City of Lancaster
Request for Proposals ("RFP") 784-23 for
Housing Rehabilitation Program
\
I
l
J
I
,t
l
I
-l
-t
I
City of HawthorneCompany Name
Kimberly Mack, Director of HousingContact Name and Title Company Address 4455 W 126th St., Hawthorne, CA 90250
Contact Telephone Number (310) 349-1603
Contact Email
kmack@cityofhawthorne. org
CDBG/HOME/CV Programs Admin, Housing and
Commercial Rehab, LC. Annual Cost $390,000
Description of Comparative Services and
Project Cost (please be specific)
City of FontanaCompany Name
Valerie Gonzales, Housing ManagerContact Name and Title 8353 Sierra Ave., Fontana, CA 92335Company Address
(909) 350-6625Contact Telephone Number
voonza les(Ofontana. oro
Contact Email
Description of Comparative Services and
Project Cost (please be specific) CDBG/HOME/ESG/CV Program Admin, Housing lnspections, LC. Annual Cost $175,000
Submittals Due: February 73,2023, by 9:00 am Page 26 of 27 I
I
1 I
I
I
-t
I
i
I
I
I
ij
t
I
I
It
I
I
,l
I
I
I
-t
J
.J
J
j
r-ILLDM
Associates.lnc.

3.16 LrruE ITEM PnrclNG
ExnrBlT ttl"
Pase l5E

3.16 LINE ITEM PRICING
Based on the scope of work represented by the City's RFP, Addendum #L issued under RFP 783-23, and the City's response to question number 15 under RFP 783-23, we are hereby submitting an alternate bid price structure in performing the tasks proposed under the scope of work.

Due to the multiple variables associated with a housing rehabilitation program and the individual projects such as reviewing applications for failed projects; receiving and processing a large number of extensive rehabilitation projects, resulting in a higher unit cost, as compared to a mix of small, medium, and large projects; small or limited contractor pool requiring additional staff time in working with applicant to obtain the necessary bids.

LDM proposes to bill on a time and material basis with a not-to-exceed cost of 20% of the overall program budget. This will allow LDM to bill for the proportionate of time that is associated with a small, medium, and large-scale rehabilitation project. The not-to-exceed budget amount would cover the costs of failed projects. Staff hours will be billed based on actual work hours performed and billed as listed in the following Schedule of Hourly Billing Rates.

SCHEDUTE OF HOURTY BILLING RATES
Rates effective as of July L,2022
Title
PY
2022-2023
PY
2023-2024
PY
2023-2024
PY
2025-2026
President/Senior Vice President S124.so S128.oo s131.oo S134.oo Vice President s119.00 Stzz.oo S12s.oo s128.00
Director S114.oo s117.00 S12o.oo S123.oo
Manager Sros.so s111.so S114.so $rrz.so
Senior Associate s102.so Sros.so s108.o0 S111.oo
Associate 592.so Sss.oo 597.so 5100.00
Senior Project Assistant S76.oo S78.oo S80.oo S82.oo
Project Assistant S71.oo S73.oo s7s.00 Szz.oo
Secretary s49.so Ssr.oo ss2.so Ss+.oo
LDM Associates, lnc. has completed the line-item pricing in the "Exhibit I Schedule of Compensation" as requested in the RFP. (Exhibit I - Schedule of Compensation provided below:)

EXHIBIT "1"

SCHEDULE OF COMPENSATION
rl Tasks listed below:

Task 1 - Finalize Program Design
Task 2 - Marketing and Outreach
Task 3 - Application lntake (Per Selected Recipient)
Task 4 - Reporting/Monitoring
Task 5 - OtherActivities & Meetinos
Task Total
$10,000 (Lump Sum)

0.5% of budget*

18.0o/o of budget*

1.Oo/o of budget*
5o/" of budoet*
Not-to-Exceed Proposal 20o/o of Budget + $10,000*
Based on the scope of work represented by the City's RFP, Addendum #1 issued under RFP 783- 23, and the City's response to question number 15 under RFP 783-23, we are hereby submitting an alternate bid price structure in performing the tasks proposed under the scope of work.

Due to the multiple variables associated with a housing rehabilitation program and the individual projects such as reviewing applications for failed projects; receiving and processing a large number of extensive rehabilitation projects, resulting in a higher unit cost, as compared to a mix of small, medium, and large projects; small or limited contractor pool requiring additional staff time in working with applicant to obtain the necessary bids.

LDM proposes to bill on a time and material basis with a not-to-exceed cost of 2O% of the overall program budget. This will allow LDM to bill for the proportionate of time that is associated with a small, medium, and large-scale rehabilitation project. The not-to-exceed budget amount would cover the costs of failed projects. Staff hours will be billed based on actualwork hours performed and billed as listed in the following Schedule of Hourly Billing Rates.

SCHEDULE OF HOURLY BILLING RATES
Rates effective as of J 1,2022
.)
PY
2022-2023
PY
2028-2024
PY
2024-2025
PY
2025-2026Title
$134.00PresidenUSenior Vice President $124.50 $128.00 $131.00 $128.00$119.00 $122.00 $125.00Vice President
$123.00Director $114.00 $1 17.00 $120.00
$114.50 $117.50Manager $108.50 $111.50
$108.00 $11 1 .00Senior Associate $102.50 $105.50
$97.50 $100.00Associate $92.50 $95.00
$78.00 $80.00 $82.00Senior Project Assistant $76.00
$73.00 $75.00 $77.00Project Assistant $71.00
$51.00 $52.50 $54.00Secretary $49.50
I

STAFF REPORT
City of Lancaster
CC 14
3/28/2023
JC
Date: March 28, 2023
To: Mayor Parris and City Council Members
From: Trolis Niebla, Assistant City Manager
Larissa De La Cruz, Director - Community Development
Chenin Dow, Assistant Director - Real Estate and Economic Development Patti Garibay, Manager - Real Estate and Economic Development Subject: Approval of the Master Agreement Between the City of Lancaster and Clean Water Ventures, Inc.

Recommendations:

1. Approve the Master Agreement between the City of Lancaster and Clean Water Ventures, Incorporated (CWV), for CWV to develop, own and operate a plant that processes recycled waste water using their Modular Hydro-thermal Technology (MHTT) to produce green hydrogen, clean water and clean coproducts.

2. Adopt Resolution No. , in support of the development and construction of a plant to process recycled water to generate clean water, green energy, and other clean coproducts.

3. Authorize the City Manager, or his designee, to execute all documents, and make (i) any non- substantive changes that are approved by the City Attorney and necessary to complete the transaction, and/or (ii) any changes necessary to comply with the rules, regulations and/or policies of the Antelope Valley Watermaster.

Fiscal Impact:

The City of Lancaster will keep five percent (5%) of the Renewable Identification Number (RIN) credits created through the process of creating green hydrogen starting six (6) months from the date in which the facility begins its operations and coproduct production commences. CWV expects to receive a revenue of $3.00 per kilogram (kg) for the 25,000 kgs of hydrogen produced at their plant. Additionally, the City will provide CWV the option to purchase, with no minimum, up to 600-acre feet (AF) per year of recycled wastewater at $509.00 per AF. 1 2
3 3
Background:

Clean Water Ventures developed technology that converts recycled wastewater into several byproducts, including green hydrogen, clean water, aluminum hydroxide, steam electricity and salt. They are interested in building their first recycled wastewater plant in the City of Lancaster using a portion of the City’s available recycled water for their process.

With Council approval of the Master Agreement, CWV will begin their due diligence period for their project, which includes the completion of a hydraulic modeling study to determine the impact of their project on the City’s existing recycled water infrastructure. CWV will be responsible for all costs to extend the City’s recycled waterline to their facility, and will also be responsible for any system upgrades needed to accommodate their project, as well as to minimize the impact of their project on other recycled water users.

The City will have the option to purchase, with no minimum, up to 25,000 kg of green hydrogen per year at 30% below market price as agreed to by the City and CWV.

Staff is working with CWV to identify a project site within City limits. The City will receive market rate lease revenue once a location is identified and agreed to by both parties. The City will also receive 5% of the RIN credits created through the project, which is equal to $2,250.00 annually. RINs are environmental credits that trade in the open market, and are the mechanism by which the U.S. Environmental Protection Agency monitors compliance with the Renewable Fuels Standard. Additionally, the City will sell 600 acre-feet of its available recycled water to CWV, creating an annual revenue of $305,400.00.

PG/jr
Attachments:

Resolution No.

Master Agreement
Memorandum of Understanding
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LANCASTER, CALIFORNIA, IN SUPPORT OF THE

DEVELOPMENT AND CONSTRUCTION OF A PLANT TO

PROCESS RECYCLED WATER TO GENERATE CLEAN

WATER, GREEN ENERGY AND OTHER CLEAN

COPRODUCTS
WHEREAS, Clean Water Ventures Incorporated (“CWV”) has developed a Modular Hydro- thermal Technology to produce green hydrogen, clean water and clean coproducts (“MHTT Water- Energy”); and
WHEREAS, pursuant to, and under the terms and conditions contained in section 304 of the City’s Charter, the City is authorized to engage in any enterprise deemed necessary to produce revenues for the general fund or any other fund established by the City Council to promote a public purpose; and
WHEREAS, CWV desires to develop, own and operate a 50,000-barrel (input recycled water) per day (BPD) plant to process wastewater using the MHTT Water-Energy to produce potable water and green energy and be located within City’s jurisdictional boundaries at a site identified by CWV (the “Project”); and
WHEREAS, CWV has agreed to share five percent (5%) of Renewable Identification Number (“RIN”) credits from the Project with the City commencing six (6) months from the date on which the facility operations and coproduct production commences; and WHEREAS, CWV and the City desire a long-term arrangement for CWV’s production of green hydrogen, clean water and clean coproducts in an environmentally conscious and efficient manner; and
WHEREAS, CWV and the City recognize the significant benefit to their strategic goals to jointly pursue the Project with the City; and
WHEREAS, should CWV determine to locate the Project on property owned by the City, CWV agrees to lease such property at market rate; and; and WHEREAS, CWV agrees to purchase recycled water from the City at market rate per acre foot and CWV to pay for all improvements needed to connect the Project to recycled water infrastructure; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LANCASTER DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Recitals. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.

Section 2. Support for MHTT Water-Energy Project. The City Council hereby proclaims its support for CWV’s development and construction of a facility in Lancaster, Resolution No.

3 2
2 7
California that would utilize the MHTT Water-Energy technology to generate clean water, green energy and other clean coproducts.

Section 3. Effective Date of Resolution. This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED and ADOPTED this ___ day of _______, 2023, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
______________________________ ______________________________ ANDREA ALEXANDER R. REX PARRIS
City Clerk Mayor
City of Lancaster City of Lancaster

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

CITY OF LANCASTER )

CERTIFICATION OF RESOLUTION

CITY COUNCIL
I, _____________________________, _________________________ City of Lancaster, California, do hereby certify that this is a true and correct copy of the original Resolution No._____________, for which the original is on file in my office.

WITNESS MY HAND AND THE SEAL OF THE CITY OF LANCASTER, on this ____________ day of _____________________, _________.
(seal)
_______________________
1 MASTER AGREEMENT

BETWEEN

CITY OF LANCASTER, CALIFORNIA
AND
CLEAN WATER VENTURES, INC.

March [_______], 2023

2 This Master Agreement (this “Agreement”), dated as of March , 2023 (the “Effective Date”), is entered into by and between Clean Water Ventures, Inc. (“CWV”), a Nevada corporation and the City of Lancaster (“City”), a California municipal corporation and charter city established under the laws of the State of California. CWV and the City shall each be referred to as a “Party” or collectively as the “Parties”.

W I T N E S E T H:

WHEREAS, CWV has developed a Modular Hydro-thermal Technology to produce green hydrogen, clean water and clean coproducts (“MHTT Water-Energy”);

WHEREAS, CWV desires to develop, own and operate a plant to process wastewater using the MHTT Water-Energy to be located within City’s jurisdictional boundaries at a site identified by CWV (the “Project”);

WHEREAS, pursuant to, and under the terms and conditions contained in section 304 of the City’s Charter, the City is authorized to execute and deliver this Agreement, perform its obligations hereunder and enter into the Transaction (as defined, along with other capitalized terms, herein); WHEREAS, CWV desires a long-term arrangement for the production of green hydrogen, clean water and clean coproducts in an environmentally conscious and efficient manner and recognizes the significant benefit to its strategic goals to jointly pursue the Project with the City;

WHEREAS, the City and CWV desire to pursue a renewable contract through a Power Purchase Agreement (“PPA”) for the sale of the Green Hydrogen (greater than 99.9% purity Green (carbon-free) Hydrogen) to the City;

WHEREAS, CWV provides the $25M Industrial Revenue Bond (“Bond”) and shall act as the guarantor for the debt (see attached UBS FSI (municipal finance) and Thornton Farish, Inc. Investment Banking letter to CWV regarding this Bond);

WHEREAS, City of Lancaster provides a resolution in support of the CWV 20-yr project and signs the Bond resolution but does not guarantee the Bond;
WHEREAS, CWV at its own cost shall manufacture, construct, install, operate, and maintain one 50,000-barrel (input recycled water) per day (BPD) facility (“Facility”). The Facility will provide Potable Water – Green Energy to the market.

WHEREAS, CWV at its own cost shall manage the supply chain for receiving and storage of feed stock of Aluminum and off taking/sales of other coproducts at no cost to the City;

WHEREAS, CWV agrees to enter into a PPA to provide the City with the option to purchase, with no minimum, up to 25,000 kilograms (kg) per year when converted to hydrogen fuel cell, at 30 % (thirty percent) below market price as defined in Exhibit A and the PPA.

WHEREAS, CWV agrees to share five percent (5%) of “Renewable Identification Number Credits” as defined herein from the Project with the City. City agrees to delay the start of RIN credit/revenue collection six (6) months from the date on which the facility operations and coproduct production 3 commences. The RIN credits are expected to be $3/kg of hydrogen produced (per the Inflation Reduction Act);

WHEREAS, upon the Parties’ agreement to location, CWV agrees to pay rent to the City for the real estate Ground Lease as agreed to by the City and CWV.;

WHEREAS, CWV agrees to pay City the current per acre foot rate for such Recycled Water for such amounts of Recycled Water as the Parties may agree to in writing form time to time;

WHEREAS, the City agrees to provide CWV the option to purchase, with no minimum, up to 600 acre feet per year of Acceptable Recycled Wastewater defined as tertiary water with a TDS (total dissolved solids) level of less than 3000 ppm, and a TSS (total suspended solids) level of 5-10 mg/liter and a turbidity level below 1 NTU, at $509/AF (acre foot) which is the current rate for access to tertiary water. CWV acknowledges that the acre foot rate may change due to fluctuations in market conditions and CWV will be responsible for paying the current market price for the tertiary water provided;

WHEREAS, CWV will be responsible for all reasonable costs associated with connecting all utilities to its facilities including costs to connect the existing purple pipe to CWV’s facility;

WHEREAS, the City will assist CWV in expediting entitlement and permit processing as well as provide certain as agreed to coordination support to project management during these activities to execute the Project. Also, the City will act as a liaison to the many other outside permitting agencies that will be involved on the Project;

WHEREAS, the City will release a press release or releases regarding (“PR”) this CWV 20-year clean water and Green hydrogen project that could generate $21M per year from Offtake sales, valued at $420 million to drive economic value to the City of Lancaster and CA on an ongoing basis to promote the Project; and

WHEREAS, the City will jointly apply with CWV on state and federal grants and, upon the Parties’ mutual agreement, the Parties may enter into a Memorandum of Understanding (MOU) regarding Clean Hydrogen HUB programs for CA;

NOW THEREFORE, in consideration of the foregoing premises, and the mutual conditions, covenants, and promises contained herein, the parties hereto, intending to be legally bound, do hereby agree as follows:

4 AGREEMENT

ARTICLE I DEFINITIONS AND INTERPRETATION

1.1 Definitions. Capitalized terms used herein shall have the meaning set forth in Exhibit A.

1.2 Construction. The terms "hereby," "hereof," "herein," "hereunder," and any similar terms refer to this Agreement. As used in this Agreement: (a) the word "or" is not exclusive; (b) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (c) any pronoun shall include the corresponding masculine, feminine; and neuter forms; and (d) words in the singular number include words in the plural and vice versa unless the context of the usage of such term clearly indicates otherwise. All references to time hereunder shall refer to Pacific Time. Unless expressly provided otherwise, any reference in this Agreement to a period of "days" or "calendar days" means consecutive calendar days.

ARTICLE II: PURPOSE, TERM AND PAYMENT

2.1 Term; Early Termination.
(a) The term of this Agreement shall commence on the date of execution (the “Effective Date”) and expire on the earlier of (i) the date which is twenty (20) years from the Effective Date, and (ii) the effective date of termination pursuant to Section 2.1(b) hereof or a mutual written agreement of the Parties (the “Term”).
(b) Notwithstanding anything herein to the contrary, CWV shall have the right to terminate this Agreement by written notice to City, which will be effective upon receipt, if CWV is unable to obtain debt to fund the construction of the Project on or before April __ , 2023 If CWV exercises its termination right pursuant to this Section 2.1(b), then no damages will be due or owing by either Party as a result of such termination provided that each Party will remain responsible for a breach prior to such termination. CWV shall use commercially reasonable efforts to obtain the debt financing for the Project on or before the date set forth above.

2.2 Purpose. The purpose of this Agreement is to establish the terms for the City’s participation in the Project, including:
(a) The City’s obligation to provide the supply of Acceptable Recycled Wastewater to the Project and CWV’s agreement to accept, pay for, and process such Wastewater while waiving any tipping fees or other compensation; and
(b) The City’s assistance and cooperation with the CWV’s efforts to develop, finance and construct the Project, including CWV’s procurement of permits and approvals for the Project.

2.4 Invoice Address. Until such times that the Parties use electronic data interchange (“EDI”), all invoices shall be sent to the following address:

Clean Water Ventures, Inc
5 81 Ocean State Drive
North Kingstown, RI 02852
Attn: Roy DiBenerdini

4.4 Invoices/Payment Terms. Seller shall submit an invoice, together with such information as the Parties mutually agree is necessary to substantiate the invoice (collectively, the “Invoice”), to Buyer for all Products delivered to Buyer within [two (2)] Business Days after delivery or lifting and Buyer agrees to pay Seller within [Thirty (30) Business Days of receipt of any such Invoice.

Each Invoice shall show the quantity of Acceptable Recycled Wastewater nominated by Buyer and delivered by the Seller at each relevant Delivery Point together with the prices applicable for this Product and quantity. Seller shall deliver each Invoice to Buyer via facsimile or electronic transmission, unless otherwise agreed by the Parties. The Parties agree to work together in good faith to arrange for each Invoice to be sent via EDI.

ARTICLE III: DELIVERY OF ACCEPTABLE RECYCLED WASTEWATER

3.1 Concession Regarding Acceptable Recycled Wastewater (a) The City hereby grants, gives and concedes to CWV during the Term the sole and exclusive right and privilege to use 600 acre feet of Acceptable Recycled Wastewater per year in the possession or control of the City or to which City holds title or rights as feedstock for the Project in accordance with the terms of this Agreement. The Parties agree and acknowledge that CWV is relying upon the grant set forth in this Section 3.1 and that the delivery of such Acceptable Recycled Wastewater to the site of the Project for use by the CWV is an essential requirement for the operation of the Project. The loss of the supply of the Acceptable Recycled Wastewater at any time during the Term would represent a material loss to CWV. In furtherance of the foregoing, the City covenants not to grant any third party any rights to receive or use the Acceptable Recycled Wastewater during the Term and agrees to the additional remedies set forth in Section 5.3 below. (b) Commencing on the Delivery Start Date, and continuing thereafter throughout the Term, the City shall cause to be delivered to the site of the Project, 600 acre feet per year of Acceptable Recycled Wastewater in its possession or control during the Term by undertaking the following:
(i) notifying its Wastewater Manager in writing of the concession granted pursuant to Section 3.1(a) above and directing its Wastewater Manager in writing to identify and deliver

1.6 acre feet per day of the City’s Acceptable Recycled Wastewater to CWV at the site of the Project on a daily basis in the minimum daily volumes designated by CWV from time to time up to a maximum daily volume of 1.6 acre feet per day on each such day during the Term (“Notice to Wastewater Manager”);

(ii) i f required (as reasonably determined by CWV), directing its Wastewater Manager to formalize such arrangement by entering into a feedstock supply agreement to deliver the City’s Acceptable Recycled Wastewater to the Project on terms mutually agreed between CWV and the Wastewater Manager (“Supply Agreement”);

6 (iii) executing additional written directions, consents or other instruments to implement such direction to the Wastewater Supplier promptly (in any case, no later than three (3) business days) upon a request by CWV; and

(iv) monitoring the performance of such obligations by its Wastewater Manager and taking any and all actions available or permitted to cause its Wastewater Manager to identify and deliver any and all of the City’s Acceptable Recycled Wastewater to the CWV in compliance with this Agreement and the PPA.

(c) The Acceptable Recycled Wastewater properly delivered to the yet to be defined location upon which the Project and its related infrastructure will be located (“Project Site”) and accepted by CWV hereunder shall be processed by CWV for purposes of producing hydrogen, clean water and other coproducts. CWV shall only accept Acceptable Recycled Wastewater that is of a type that the Project is permitted to accept under Applicable Law or any permit applicable thereto. Title to and risk of loss of Acceptable Recycled Wastewater accepted by CWV hereunder shall pass to CWV upon unloading at the Project Site, as the case may be; provided that, no title or risk of loss shall pass to CWV with respect to any Unacceptable Wastewater.
(d) In the event CWV desires to secure additional Acceptable Recycled Wastewater from the City, CWV shall pay the costs associated with securing such rights, including, but not limited to, any necessary groundwater, hydraulic modeling, or other studies.

3.2 Books and Records
(a) Throughout the Contract Term, CWV shall prepare and maintain proper, accurate, and complete books, records, and accounts regarding the operations of the Project to the extent necessary to substantiate the amount of deliveries of Acceptable Recycled Wastewater pursuant to this Agreement.
(b) CWV shall provide to the City with adequate prior written notice such other information, data, and reports as are reasonably required for the City's administration of this Agreement (subject to the same limitations otherwise set forth herein).

ARTICLE IV PROJECT DEVELOPMENT

4.1 Project Development. CWV will be solely responsible for the development, construction and operation of the Project, including costs and expenses incurred in connection therewith. Such development shall include, but not be limited to, performing a hydraulic modeling study to determine the capacity of the recycled water piping system and any improvement to the recycled water piping system necessary for the Project. CWV will at its own cost, as the guarantor of a $25M Industrial Revenue Bond, Manufacture, Install, Operate, and Maintain, to CWV requirements and operation/maintenance schedules, one 50,000-barrel (input recycled water) per day (“BPD”) facility to be located at the City of Lancaster “Project Site”. The facility will provide Clean Water - Green Energy to the market. CWV will at its own cost manage the supply chain for receiving and storage of feed stock of Aluminum and off taking/sales of other coproducts at no cost to the City.

7 4.2 Authority. For the avoidance of doubt, subject only to the terms of this Agreement and provisions of Applicable Law, CWV shall have the authority to make decisions regarding the development, financing, construction and operation of the Project in its sole discretion, including without limitation (a) preparing and finalizing the development plan, construction budget and design for the Project; (b) preparing and finalizing each annual operating budget for the Project; (c) the negotiation with key counterparties of project agreements for the Project which CWV determines are necessary or desirable, and (d) other decisions associated with the development, financing, construction and operation of the Project.

4.3 Project Development Assistance.

As reasonably requested from time to time by CWV, the
City shall provide reasonable assistance to CWV in connection with its activities undertaken in furtherance of the development and financing of the Project; provided that, the City shall not be required to incur any monetary obligation or prepare any grant application in connection with such efforts. Such assistance shall include, without limitation, the following:
(a) The City shall use commercially reasonable efforts to assist in obtaining required permits and approvals of the Project in accordance with Applicable Law, including without limitation acting as the lead agency in connection with any environmental review, conditional use permit, or other building permits, in each case to the extent required, and seek to fast track any and all such permitting, in each case, in accordance with and subject to Applicable Law;

(b) City shall use commercially reasonable efforts to assist CWV in applying for any incentives, subsidies or grants, including state and local tax abatements, for which it might be eligible in connection with the development and operation of the Project; City shall cooperate with efforts to obtain equity contributions and debt to fund the Project, including negotiating and entering into a consent to collateral assignment of this Agreement in a form mutually agreeable to the City, CWV and the proposed financing parties;

(c) City shall afford CWV and its representatives (including representatives of the potential equity investors and financing parties) the opportunity to discuss the business, financial condition, operations, assets and liabilities of City with City’s officers, employees, attorneys, accountants, consultants and other appropriate representatives of the City;

(d) City shall consult with, cooperate and assist with the development and implementation of strategies for engaging the community with respect to Project; and (e) City shall provide public records or private information that is accessible in the possession of City and reasonably requested by CWV in connection with the development and financing of the Project to CWV and its representatives (including representatives of the proposed equity investors and the proposed financing parties), including access to all data, records, sites, facilities and other information necessary for the conduct of complete commercial, operational, financial, legal, technical and other appropriate due diligence examination with respect to the Project and City.

4.4 Schedule of Development.
(a) CWV shall secure project approvals no later than 18 months after the Effective Date.
8 (b) CWV shall secure construction permits for the Project no later than 24 months after the Effective Date.
(c) The Project shall be operational 30 months after the Effective Date.

4.5 Option to Ground Lease. Upon the Parties’ mutual agreement as to location, the Parties may enter into a separate Ground Lease by which CWV may lease for the Project real property owned by the City and located adjacent to the existing purple pipe infrastructure. CWV shall pay for all reasonable improvements needed to connect such purple pipe infrastructure to its facility. Any such Ground Lease shall include contractual language to protect the City from any environmental hazard claims, damages and/or mitigation costs.

ARTICLE V EVENTS OF DEFAULT; TERMINATION

5.1 CWV Event of Default. Any of the following shall constitute an “Event of Default” by Project Company:
(a) The failure or refusal of CWV to perform or observe any of its material obligations under the provisions of this Agreement (unless such failure or refusal is due to an event of Force Majeure or otherwise excused or justified by the provisions of this Agreement), if such failure or refusal continues uncured thirty (30) days after CWV has received from the City written notice of the default and the right to cure; provided that, if the nature of the subject failure or deficiency is such that it cannot reasonably be cured within thirty (30) days the cure period shall be extended to not more than sixty (60) days after the written notice of default, as shall be necessary for such Party to cure the breach with all due diligence;

(b) The falseness or inaccuracy of any material representation or warranty made by CWV in this Agreement if the City suffers material harm as a result of such falseness or inaccuracy; or

(c) The commencement of any bankruptcy, insolvency, liquidation, or similar proceeding by or against Project Company; the consent by CWV to the appointment of or taking possession by a receiver, liquidator, trustee in bankruptcy, or custodian of CWV or any substantial part of its assets; or any assignment of all or substantially all of the assets of CWV for the benefit of its creditors; provided, in the case of the commencement of an involuntary petition or proceeding or entry of a judgment or judicial order that includes or seeks to cause any of the above events, such petition, proceeding, judgment, or order is not discharged or dismissed within thirty (30) days.

5.2 City Event of Default. The following shall constitute an “Event of Default” by City:
(a) The failure or refusal of City to perform or observe any of its obligations pursuant to Article III with respect to the delivery of Acceptable Recycled Wastewater (including without limitation the obligation to issue the Notice to Wastewater Manager, to direct the execution of a Supply Agreement or promptly exercise remedies against its Wastewater Manager), if such failure continues uncured thirty (30) days after City has received from CWV written notice of the default;

(b) Except as set forth in (a) above, the failure or refusal of City to perform or observe any of its other obligations under the provisions of this Agreement (unless such failure or refusal is due to an event of Force Majeure or otherwise excused or justified by the provisions of this 9 Agreement), if such failure or refusal continues uncured thirty (30) days after the City has received from CWV written notice of the default; provided that, if the nature of the subject failure or deficiency is such that it cannot reasonably be cured within thirty (30) days, then such period shall be extended to not more than sixty (60) days after the written notice of default, as shall be necessary for such Party to cure the breach with all due diligence;

(c) The falseness or inaccuracy of any material representation or warranty made by the City in this Agreement if CWV suffers irreparable harm as a result of such falseness or inaccuracy; or

(d) The commencement of any bankruptcy, insolvency, liquidation, or similar proceeding by or against the City; the consent by the City to the appointment of or taking possession by a receiver, liquidator, trustee in bankruptcy, or custodian of the City or any substantial part of its assets; or any assignment of all or substantially all of the assets of the City for the benefit of its creditors; provided, in the case of the commencement of an involuntary petition or proceeding or entry of a judgment or judicial order that includes or seeks to cause any of the above events, such petition, proceeding, judgment, or order is not discharged or dismissed within thirty (30) days.

5.3 Remedies upon Event of Default. Following an Event of Default, each of CWV and City shall have the following remedies:
(a) CWV and City agree that damages may be an inadequate remedy for an Event of Default under this Agreement, and that each Party will be entitled to seek injunctive and other equitable relief against the other Party to prevent or eliminate such default, or to enforce the provisions of this Agreement.
(b) Should CWV or City fail to remedy any Event of Default as defined in Section

5.1 or 5.2 above, within the timeframes set forth therein, then the non-defaulting party may terminate this Agreement by written notice, which termination shall be effective ten (10) business days after delivery thereof.

ARTICLE VI INDEMNIFICATION

6.1 Indemnification.
(a) Except to the extent of any Claims caused by or resulting from the negligence, gross negligence, or willful misconduct of the City, to the fullest extent permitted by Applicable Law CWV shall indemnify, defend, and hold harmless the City and its elected officials, commissioners, executives, directors, officers, employees, consultants, agents, and representatives (each, a "City Indemnified Party") from any and all Claims incurred as a result of: (i) any act or omission of CWV in connection with performance of its obligations under this Agreement, except to the extent that such Claims arise in connection with Wastewater other than Acceptable Recycled Wastewater that the City delivered or caused to be delivered to Project Company; or (ii) bodily injury to or death of any individual, or damage or destruction of property of the City or a Third Party, to the extent resulting from the negligence, gross negligence, or willful misconduct of CWV or its officers, employees, or representatives.

(b) To the fullest extent permitted by Applicable Law, except to the extent of any Claims caused by or resulting from the negligence, gross negligence, or willful misconduct of CWV, the 10 City shall indemnify, defend, and hold harmless CWV and its members, managers, officers, owners, employees, consultants, agents, and representatives (each, a "CWV Indemnified Party") from any and all Claims incurred as a result of: (i) any act or omission of the City in connection with performance of its obligations under this Agreement; or (ii) bodily injury to or death of any individual, or damage or destruction of property of CWV or a Third Party, to the extent resulting from the negligence, gross negligence, or willful misconduct of the City or its officers, employees, or representatives.

6.2 I
ndemnification Claims .
(a) Within twenty (20) days of receipt of notice of any Third Party Claim as to which it may be entitled to indemnification hereunder, any indemnified party shall give CWV or the City, as applicable, written notice of the Claim with details, to the extent known, of the factual basis of the claim and amounts claimed; provided that, a delay in giving such notice shall relieve the indemnifying party of liability for the Claim only to the extent the indemnifying party suffers actual prejudice because of such delay Notwithstanding the foregoing, the City shall at all times have the right to approve any and all non- monetary settlement terms pertaining to any Claim.

6.3 Limitations. The terms and conditions of this Article VI shall remain subject to the limitations set forth in Section 8.6.

6.4 The obligations set forth in this Article VI shall survive termination of this Agreement.

ARTICLE VII REPRESENTATIONS & WARRANTIES

7.1 Representations and Warranties of the City. The City hereby represents and warrants to CWV as of the Effective Date as follows:
(b) The City is a municipality of the State of California with full legal right, power, and authority to enter into and perform its obligations under this Agreement.;

(c) The execution and delivery of this Agreement and the performance of the obligations and duties of the City hereunder and thereunder, have been duly authorized by all necessary and appropriate action in accordance with Applicable Law;

(d) This Agreement has been duly executed and delivered by a duly and properly authorized officer or administrator of the City, and constitutes a legal, valid, and binding obligation of the City, enforceable against the City in accordance with its terms;

(e) There is no action, suit, or other proceeding at law or in equity, before or by any court or governmental authority, pending or, to the City's knowledge, threatened against the City which is or reasonably could be expected to materially and adversely affect the execution or delivery of this Agreement or the validity or enforceability of this Agreement, or which would materially and adversely affect the performance by the City of its obligations hereunder or thereunder.

7.2 Representations and Warranties of CWV.

CWV hereby represents and warrants to the City as of the Effective Date as follows:
11 (a) CWV is duly organized and validly existing as a limited liability CWV under the laws of the State of Nevada, with full legal right, power, and authority to enter into and perform its obligations under this Agreement. CWV is authorized to do business in the State of California;

(b) The execution and delivery of this Agreement, the contractual arrangements contemplated herein, and the performance of the obligations and duties of CWV hereunder, have been duly authorized by all necessary and appropriate action in accordance with Applicable Law;

(c) This Agreement will have been duly executed and delivered by a duly and properly authorized manager or officer of CWV, and constitute legal, valid, and binding obligations of Project Company, enforceable against CWV in accordance with its terms;

(d) Neither the execution and delivery by CWV of this Agreement, nor the performance by CWV of its obligations hereunder, nor the consummation by CWV of the transactions contemplated hereby conflicts with, violates, or results in a breach of: (i) any Applicable Law; or (ii) any term or condition of any judgment, decree, mortgage, indenture, lease, agreement, or instrument to which CWV is a party or by which CWV or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, mortgage, indenture, lease, agreement, or instrument; and

(e) There is no action, suit, or other proceeding at law or in equity, before or by any court or governmental authority, pending or, to CWV's knowledge, threatened against CWV which is or reasonably could be expected to materially and adversely affect the execution or delivery of this Agreement or the validity or enforceability of this Agreement, or which would materially and adversely affect the performance by CWV of its obligations hereunder or thereunder.

ARTICLE VIII MISCELLANEOUS

8.1 Sovereign Immunity. Excepting only the provisions of the California Government Tort Claims Act (Cal. Gov’t Code §§ 810-998.3), the City waives its right to raise the defense of sovereign immunity with respect to claims arising out of this Agreement. Nothing in this Agreement shall limit or waive any provision of the Government Claims Act (Cal. Gov’t Code §§ 810-998.3) or any other provision of Applicable Law.

8.2 C
ost and Expenses . Except as and to the extent expressly provided otherwise herein, each Party shall bear its own costs and expenses in the performance of this Agreement.

8.3 C ompliance . The Parties shall perform this Agreement in compliance with Applicable Law.

8.4 Confidentiality. Each Party agrees to maintain as confidential and not disclose this Agreement, as well as any financial information, trade secrets, and other confidential information disclosed in the performance of this Agreement, which information is non-public, confidential, or proprietary and which is developed by or on behalf of the other Parties during the course of the transaction except to the extent disclosure of such information is required by Applicable Law, including, without limitation, the Ralph M. Brown Act (Cal. Gov’t Code §§ 54950-54963) and California Public Records Act (Cal. Gov’t Code §§ 6250-6277), and except that CWV shall be entitled to disclose to potential investors and financing parties. No Party shall issue any press release regarding this Agreement 12 or the relationship of the Parties except with the prior written consent of the other Party. This provision shall survive termination of this Agreement.

8.5 Legal Relationship. The legal relationship of the Parties hereunder shall be contractual in nature and shall be governed by the terms of this Agreement. Nothing herein shall be construed to create a partnership or joint venture or impose the duties, obligations or liabilities associated with a partnership or joint venture on or with regard to either Party, or to create a principal/agent relationship between the Parties. Notwithstanding anything herein to the contrary, CWV shall not have the authority to bind City to any contract or other obligation absent the agreement of City.

8.6 Limitation of Liability.

NO PARTY SHALL BE LIABLE TO ANOTHER, WHETHER

BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY

OTHER LEGAL THEORY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR

PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF

PROFIT OR LOSS OF BUSINESS OPPORTUNITY, EXCEPT IN CASES OF FRAUD OR WILLFUL MISCONDUCT.

8.7 Governing Law. The construction, validity and performance of this Agreement shall be governed by the laws of the State of California without regard to conflict of law principles. THE

PARTIES AGREE TO SUBMIT TO THE JURISDICTION OF AND VENUE IN THE FEDERAL

COURT IN LOS ANGELES, CALIFORNIA AND THE STATE COURTS IN LOS ANGELES

COUNTY, CALIFORNIA IN ANY SUIT, ACTION OR PROCEEDING SEEKING TO ENFORCE

ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN CONNECTION

WITH, THIS AGREEMENT, AND AGREE NOT TO BRING ANY SUIT, ACTION OR

PROCEEDING IN ANY OTHER FORUM OR TRIBUNAL EXCEPT WHERE APPROPRIATE TO ENFORCE THE JUDGMENT OF SUCH A COURT. EACH PARTY HEREBY IRREVOCABLY

CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH SUIT, ACTION OR

PROCEEDING BY REGISTERED OR CERTIFIED MAIL ADDRESSED AND SENT TO THE NOTICE ADDRESS SET FORTH IN SECTION 9.14.

8.8 Intellectual Property. A
ny disclosure to or use by City of the proprietary information, confidential information or intellectual property of CWV or its affiliates, including the Modular Hydro- thermal Technology, shall not be considered as a transfer of title to or a license to use such information or intellectual property, and ownership of the same shall remain with CWV or the applicable affiliate.

Nothing in this Agreement shall be construed as imposing an obligation of CWV or its affiliates to share with City any information or intellectual property. In the event CWV or the applicable affiliate discloses information or intellectual property to City, City’s use of such information or intellectual property shall be limited to evaluation of the Project and performance of obligations under this Agreement and for no other purposes.

8.9 Assignment; Amendment. No Party may assign this Agreement without the prior written consent of the other Party; provided that CWV shall be entitled to collaterally assign its right, title and interest in this Agreement to the financing parties advancing debt with respect to the Project. City shall enter into a Consent Agreement by and among City, CWV and such financing parties on terms mutually agreed among such parties. CWV shall pay all expenses reasonably incurred by City in connection with the negotiation and execution of such Consent Agreement. No waiver of or amendment to this Agreement shall be effective unless it is in writing and executed by the Parties hereto or the Party making the waiver.

This Agreement sets forth the entire agreement by the Parties and any prior agreement, oral or written, is 13 hereby superseded by this Agreement. All Article headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

8.10 Waiver. No failure or delay on the part of the Parties in exercising any right, power or privilege hereunder, shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege hereunder preclude the simultaneous or later exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Parties would otherwise have.

8.11 Counterparts; Fax Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Any such executed counterpart may be delivered by facsimile, docusign or in pdf format, and, as so delivered, shall be legally enforceable in accordance with its terms.

8.12 No Third-P
arty Beneficiaries. The terms and conditions of this Agreement are solely for the benefit of the Parties and no other entity or person shall have any rights hereunder; provided further that any affiliate of CWV with an ownership interest in the Modular Hydro-thermal Technology shall be entitled to enforce the terms hereof with respect to the ownership, use, disclosure and protection of the Modular Hydro-thermal Technology.

8.13 Limitations on Agreement. Nothing in this Agreement is, or shall be interpreted to be, a commitment by the City to (a) dispose of land to CWV, (b) issue any permit or approval (land use or otherwise) or (c) perform any other acts or activities requiring the subsequent independent exercise of discretion by the City.

8.14 Notices. A ll notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly dispatched if delivered in person, sent by a nationally recognized overnight courier postage prepaid, mailed by certified mail postage prepaid return receipt requested, or transmitted by telecopier subject to confirmation of receipt to the addresses set forth below.

To CWV
Clean Water Ventures
Name: Roy DiBenerdini
Title: Chief Executive Officer
Address: 81 Ocean State Drive,
North Kingstown, RI 02852

To City:

City of Lancaster
Name: ______________________
Title: _______________________
Address: ____________________

14 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

CLEAN WATER VENTURES, INC.

By: __________________________
Name: Roy DiBenerdini
Title: Chief Executive Officer

CITY OF LANCASTER,

A MUNICIPAL CORPORATION
By: __________________________
Name: Jason Caudle
Title: City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
1 EXHIBIT A

DEFINITIONS
"Acceptable Recycled Wastewater" means recycled tertiary water with a total dissolved solids level (“TDS”) of less than 500 mg/L in TDS, less than 2.5 mg/L in total suspended solids and turbidity in accordance with the requirements set forth in California Code of Regulations Title 22. "A greement" has the meaning set forth in the Preamble hereof. "Applicable Law" means any and all statutes, codes, laws, constitutions, charters, ordinances, resolutions, judgments, orders, writs, decrees, consents, guidelines, rules, requirements, actions, determinations, regulations, directives, standards, or similarly binding authorities, whether now existing or hereafter enacted, adopted, promulgated, issued or enforced. "C laims " means claims, demands, law suits, causes of action, obligations, liabilities, damages, losses, costs, and expenses (including reasonable expenses of litigation, including court costs and attorneys’ fees).
“C losing Date ” means the date designated by CWV and City no later than ten (10) days following the date on which the conditions set forth in Sections 7.1 and 7.2 have been satisfied or waived in accordance therewith.
"C ity" has the meaning set forth in the Preamble hereof "City Indemnified Party" has the meaning set forth in Section 6.1(a). "CWV Indemnified Party" has the meaning set forth in Section 6.1(b). "Delivery Start Date" means the date designated by CWV for the commencement of deliveries of Acceptable Recycled Wastewater notice of which shall be provided to the Wastewater Manager in accordance with the Supply Agreement.
"E
ffective Date" has the meaning set forth in Section 2.1. “Event of Default” has the meaning set forth in Section 5.1 and Section 5.2. "Force Majeure" means an event beyond the reasonable control of the City or CWV, which prevents such party (the "Affected Party") from complying with any of its obligations under this Agreement (other than an obligation to pay any monies required to be paid hereunder), including: (i) acts of God (such as, but not limited to, fires, explosions, earthquakes, pandemics, droughts, and floods); (ii) war, hostilities (whether war is declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo; (iii) rebellion, revolution, insurrection, military or usurped power, or civil war; (iv) riot, commotion, strikes, slow-downs, lock outs, or disorder, unless solely restricted to employees of the City or CWV; or (v) acts or threats of terrorism. The Affected Party shall not be considered in breach of this Agreement to the extent that performance of its obligations is prevented by an event of Force Majeure that arises after the Effective Date. The Affected Party shall give notice to the other party of an event of Force Majeure promptly upon it becoming known to the Affected Party. Notwithstanding the occurrence of any event of Force Majeure, the Affected Party shall continue to perform all of its 2 remaining obligations under the Agreement, to the extent practicable, and shall use commercially reasonable efforts to mitigate the effects of such event of Force Majeure on its obligations under this Agreement.
“Green Energy”) is defined as a renewable process where no hydrocarbons are used and no pollutants are introduced into the environment. Potable Water (“Potable Water”), also known as drinking water, comes from surface and ground sources and is treated to levels that that meet state and federal standards for consumption.
“Market Price” The market price is determined on an annual basis by the City and CWV by utilizing data sources such as S&P Global Commodity Insights, Argus Media, Platts, and Thompson Reuters, providers of energy and commodities information and a source of benchmark price assessments in the physical commodity markets.

"Person" means any individual, firm, corporation, general or limited partnership, company, limited liability company, trust, joint venture, union, estate, organization, association, federal, state, local, or foreign government, court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality or self-regulatory authority, or any other similar entity. “P
otable Water ” has the meaning set forth in the Recitals hereof. "Project" has the meaning set forth in the Recitals hereof. “Project Site” has the meaning set forth in Section 3.1.c. “RIN Credit” has the meaning set forth by the EPA (reference Renewable Identification Numbers (RINs) under the Renewable Fuel Standard Program | US EPA) "Supply Agreement" has the meaning set forth in Section 3.1. "Term" has the meaning set forth in Section 2.1.
"Third Party" means any Person other than CWV, any Affiliate of CWV, or the City. "Third Party Claim" means any claim, demand, lawsuit, cause of action, or proceeding by a Third Party for which indemnification may be sought by a party under Article VI. “U nacceptable Wastewater” means any water that does not meet the definition of Acceptable Recycled Water set forth above.
“Was tewater Manager” means one or more Third Party vendors or service providers engaged by City from time to time in connection with the treatment and processing of the City’s Acceptable Recycled Wastewater.
“Ground Lease Payment” means that pro rata allocation of costs and associated payments for the use of City’s real estate to install and operate CWV facility. “Acceptable Recycled Wastewater Payment” means the payments associated with the acceptance and use Tertiary Wastewater for cleaning to Potable Water. 3 EXHIBIT B FORM OF POWER PURCHASE AGREEMENT

Green Hydrogen Power Purchase “Offtake” Agreement
by and between
Clean Water Ventures, Inc.
and
The City of Lancaster, CA
Dated _________________________________

OFFTAKE AGREEMENT
THIS OFFTAKE AGREEMENT (this “Agreement”), is made, entered into and effective as of ___________ (the “Effective Date”), by and between Clean Water Ventures, Inc. (CWV), a Nevada Corporation (“Seller”), and (“CITY OF LANCASTER, CA”, and “Buyer”).

WITNESETH
WHEREAS, Seller and Buyer (collectively, the “Parties”, and each individually a “Party”) are desirous of entering into an agreement whereby Seller will sell and Buyer will purchase a portion of Seller’s Products (as defined below) produced by the Refinery (as defined below); and WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller the Products pursuant to the terms and conditions of this Agreement; NOW THEREFORE, in consideration of the premises, the terms and conditions hereinafter set forth and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT
1 DEFINED TERMS
“Affiliate” means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, and ownership of 50% or more of the voting securities of another Person shall create a rebuttable presumption that such Person controls such other Person.
“Applicable Law” shall mean any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree (including, without limitation, any consent decree), permit, approval, license, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including without 4 limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.
“kg” means one Kilogram which equals to 2.2046 pounds (lbs.). “Barrel” means 42 United States standard gallons at 60 degrees Fahrenheit. “BPD” means Barrels per Day.
“Business Day” means a day other than Saturday, Sunday or any day on which banks located in the state of California are authorized or obligated to close.

“Contract Year” means a period of 365 days (or 366 days in case the period includes a February 29) beginning on the Effective Date, and ending on each subsequent anniversary thereof during the effectiveness of this Agreement.
“cpg” means United States Cents per Gallon.
“Day” means each period of twenty-four consecutive hours, beginning and ending at 12:00 am (midnight), Pacific Time.
“FEHEA” means Fuel Cell and Hydrogen Energy Association. “Gallon” means one standard United States gallon at 60 degrees Fahrenheit. “Governmental Authority” means any federal, state, local, foreign government, any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing. “M arket Price ” The market price is determined on an annual basis by the City and CWV by utilizing data sources such as S&P Global Commodity Insights, Argus Media, Platts, and Thompson Reuters, providers of energy and commodities information and a source of benchmark price assessments in the physical commodity markets.
“Person” means an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of business or professional entity.
“Term” has the meaning set forth in Section 3.

Any other capitalized terms in this Agreement not otherwise defined above shall have the meaning as defined herein.
2 PURCHASE AND SALE

2.1 Products. Seller will sell and deliver to Buyer, and Buyer will purchase and receive from Seller, the products (the “Products”, and each individually a “Product”) set forth on Schedule 2.1 attached hereto and incorporated by reference.

2.2 Specifications. The specifications for the Products are as set forth in Schedule 2.1. 5 2.3 Volumes. The applicable volumes to be purchased and sold hereunder are as set forth in Schedule 2.1.

2.4 Ratable Liftings. Products will be delivered and lifted ratably throughout the applicable month as produced by the Refinery and based, to the extent practicable, upon the applicable Final Nomination (as defined in Section 2.6).

2.5 Delivery Points. Product will be delivered to the agreed to delivery points (each individually, a “Delivery Point” and collectively, the “Delivery Points”).

2.6. In the event Seller is unable to load or deliver any Products at the specific Delivery Points designated by Buyer, Seller shall provide Buyer prompt notice thereof. Deliveries shall be as specified in Schedule 2.1.

2.7 Nominations. Upon the Effective Date of this Agreement and on each anniversary thereafter, Seller shall provide Buyer with a good faith non-binding forecast of its monthly production estimates (the “Initial Nomination”) for each of the Products listed on Schedule 2.1 (stating volumes) for the following Contract Year. During the first Contract Year, on or before the twentieth Day of each calendar month, Buyer shall provide Seller with monthly nominations by week for each Product for the following month stating volumes and Delivery Points (the “Final Nomination”); provided, however (i) Buyer shall make best efforts such that the Final Nomination for each month shall not vary by more than plus or minus ten percent (10%), at Delivery Point from the Initial Nomination for such month and (ii) the Final Nomination shall not reduce Buyer’s commitment to purchase the agreed to H2 Product produced by Seller at the Refinery during each Contract Year. Seller agrees to deliver the Products and Buyer agrees to lift all of the H2 Product produced by Seller at the Project Site and, to the extent practicable, in accordance with the Final Nomination for each month in which deliveries are scheduled.

2.7 Planned Maintenance. Seller will provide Buyer with a 12-month rolling forecast of scheduled downtime of the Facility and Product availability to the nearest Day (each a “Maintenance Outage Day”).

2.8 Remedies. The Parties acknowledge that the remedies available to them at law or in equity for a breach of delivery or receipt may include “cover” and “resale” damages subject to and in accordance with the applicable provisions of the Uniform Commercial Code (“UCC”) commercial transactions as adopted by the United States of America. In the event of CWV breach, the city's damages cannot be less than zero.
3 TERM
The “Term” of this Agreement shall be from the Effective Date through the earlier of the date that is the twentieth anniversary of the Effective Date and the termination of this Agreement pursuant to Section 6.1.
4 PRICING/INVOICES/PAYMENT TERMS

4.1 Pricing. The methodology for establishing the market prices of Green Hydrogen and Acceptable Recycled Wastewater shall be as set forth in this document. The price and quantity of H2 Product to be provided to the City will be at Market Price as defined in the PPA and per the agreed to procedure minus 30 percent (%) discount and sufficient quantity to fuel City’s entire fleet estimated to be 25,000kg per year, respectively. Prices shall be rounded to six (6) decimal places If the Parties determine that the pricing formula set forth herein results in a price which is materially different than the then prevailing “market price” for such Product at one or more applicable Delivery Points, the Parties shall mutually 6 agree on a new price for any such Product at any such Delivery Point, as appropriate. If the Parties cannot agree on a new pricing formula or if the Parties cannot agree that the pricing formula set forth herein results in a material difference when compared to the then prevailing “market price” for such Product at one or more applicable Delivery Points, then the Parties shall hire a mutually acceptable independent third party to determine the materiality of the difference and/or a prevailing market price formula based upon the factors set forth above. The Parties shall share equally the costs of the independent third party.

4.2 Renewable Identification Number (“RIN”) credits. CWV agrees to share five percent (5%) of Renewable Identification Number (“RIN”) credits from the Project with the City. City agrees to delay the start of RIN credit/revenue collection six (6) months from the date on which the facility operations and coproduct production commences. The RIN credits are expected to be $3/kg of hydrogen produced (per the Inflation Reduction Act).

4.3 Replacement Publications. In the event that Platts (part of McGraw Hill Financial Inc), Argus Media, or Thomson Reuters ceases operation and/or publication of the relevant price or materially alters the method for calculating a price, the Parties agree to meet within ten (10) days to agree to a replacement publication for use hereunder.

4.4 Invoice Address. Until such times that the Parties use electronic data interchange (“EDI”), all invoices shall be sent to the following address:

City of Lancaster
44933 Fern Avenue
Lancaster CA 93534
Attn: City Manager

With a copy to:

City of Lancaster
44933 Fern Avenue
Lancaster CA 93534
Attn: _________________

4.5 Invoices. Seller shall submit an invoice, together with such information as the Parties mutually agree is necessary to substantiate the invoice (collectively, the “Invoice”), to Buyer for all Products delivered to Buyer within [two (2)] Business Days after delivery or lifting and Buyer agrees to pay Seller within [Thirty (30) Business Days of receipt of any such Invoice.

Each Invoice shall show the quantity, Product type and grade of Products nominated by Buyer and delivered by the Seller at each relevant Delivery Point together with the prices applicable for these Products and quantities. Seller shall deliver each Invoice to Buyer via facsimile or electronic transmission, unless otherwise agreed by the Parties. The Parties agree to work together in good faith to arrange for each Invoice to be sent via EDI.
5 MEASUREMENTS
Quantity of Product delivered shall be determined pursuant to the methods set forth in the General Terms and Conditions.
7 6 TERMINATION

6.1 Termination. This Agreement may be terminated:

A. By either Party if the other Party declares an event of force majeure (as set forth in paragraph 9 of the General Terms and Conditions, attached hereto as Exhibit A) that occurs and continues for a period in excess of one-hundred twenty (120) consecutive Days; or

B. By either Party if the other Party materially defaults in the observance or in the due and timely performance of any of the material covenants of such Party contained herein, and such default (other than payment default) shall continue unremedied fifteen (15) Business Days after the defaulting Party’s receipt of written notice of default (or, in the event such default cannot be remedied within fifteen (15) Business Days, the defaulting Party has not commenced and continuously and diligently pursued remedying such default within fifteen (15) Business Days).

C. By either Party in the event the other Party, (a) makes an assignment or any general arrangement for the benefit of creditors, (b) files a petition or otherwise commences, authorizes, or acquiesces in the commencing of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it, (c) otherwise becomes bankrupt or insolvent (however evidenced), or (d) has a receiver, provisional liquidator, conservator, custodian trustee or other similar official appointed with respect to it or substantially all of its assets.

D. By either Party in accordance with paragraph 6 of the General Terms and Conditions attached hereto as Exhibit A.

Written notice of termination shall be given by the terminating Party to the other Party. 7 MISCELLANEOUS

7.1 Exhibits. The exhibits attached hereto, including without limitation the General Terms and Conditions as Exhibit A and incorporated herein by this reference, are made a part of this Agreement. In the event of conflict between the provisions of the main body of this Agreement and any of the exhibits hereto, the provisions of the main body of this Agreement shall prevail.

7.2 Notices. Any and all notices herein prescribed shall be in writing and transmitted by personal delivery, by U.S. Postal Service as overnight or certified mail, by a nationally recognized delivery service for same Day or overnight delivery or by facsimile to the respective parties as follows:

Clean Water Ventures, Inc. (CWV)
81 Ocean State Drive,
North Kingstown, RI 02852
Attn: CEO
Telephone: (858) 437-3294
[email protected]

City of Lancaster
44933 Fern Avenue
8 City of Lancaster CA 93534
Attn: City Manager

With a copy to:City of Lancaster
44933 Fern Avenue
Lancaster CA 93534
Attn: _________________

Receipt of all notices shall be determined by date/time stamp on received, confirmed fax or receipt date on any other form of delivery.

7.3 Relationship of the Parties. It is not the purpose or intention of this Agreement to create (and it should not be construed as creating) a joint venture, partnership or any type of association, and the Parties are not authorized to act as an agent or principal for each other with respect to any matter related hereto.

7.4 Amendment. This Agreement may be amended only by an instrument in writing executed by the Parties hereto.

7.5 Successors Bound; No Third-Party Beneficiaries. Subject to the provisions of paragraph 15 of Exhibit A hereof, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

7.6 Entire Agreement. With the exception of the Master Agreement dated ________, this Agreement, the exhibits and the documents specifically referred to herein constitute the entire agreement, understanding, representations and warranties of the Parties hereto with respect to the subject matter hereof.

7.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. [Remainder of Page Intentionally Left Blank]

9 IN WITNESS WHEREOF, the Parties have duly executed this Agreement effective as of the date first specified above.

City of Lancaster, CA

By:

Name:

Title:

Clean Water Ventures, Inc. (CWV)
By:

Name: Roy DiBenerdini
Title: CEO
[Signature Page to Offtake Agreement]

ATTEST:

___________________
Andrea Alexander
City Clerk

APPROVED AS TO FORM:

___________________
Allison E. Burns
City Attorney

10 11
Schedule 2.1
Products: Pure Green Hydrogen

Product Grade Amount per Year
H2

Pure Green Hydrogen
H2
No minimum up to
25,000 kg

*Specifications shall be consistent with local Delivery Point requirements at the time of delivery.

Price: Prices for H2 product will be equal to the three (3) day average price for such Product, determined by reference to the value derived from the pricing formula set forth below for such Product on the day of delivery or lifting and for the two Business Days prior to the date of delivery or lifting. CWV agrees to provide the City of Lancaster with up to the amount of Pure Green Hydrogen that is sufficient to fuel their entire fleet calculated to be up to 25,000 kilograms (kg) per year as the fleet vehicles are converted to hydrogen fuel cell with a price set 30 % (percent) below market price.

Product Pricing Basis and Formulation
H2 30% below market for Pure Green Hydrogen H2
Credits: CWV agrees to share 5% (percent) of RIN Credits from the Project with the City of Lancaster.

The City of Lancaster agrees to delay the start of RIN Credit revenue collection for 6 months from the in- service start date of Facility operations. The RIN Credits are expected to be $3/kg of hydrogen produced (per the Inflation Reduction Act).

Delivery: CITY OF LANCASTER, CA’s storage at the agreed to Delivery Point.

12 EXHIBIT A

GENERAL TERMS AND CONDITIONS

1. Definitions: Capitalized terms that are used herein and otherwise not defined shall have the meanings set forth in the main body of the Master Agreement (the “Main Document”). The following additional terms used in these General Terms and Conditions (these “General Conditions”) shall have the following meanings:
“ACS” shall mean the American Chemical Society.
“ACS/ASTM Standard” shall mean the API and ASTM standard references as such are in effect as of the date hereof. In the event such standards are revised or modified during the Term of this Agreement, the revised or modified standards shall apply if legally required, and if not, after such revisions or modifications have been evaluated and accepted by the Parties. “ASTM” shall mean the American Society for Testing and Materials. “CPT” shall mean Carriage Paid To as described in Incoterms. “FOB” shall mean Free On Board as described in Incoterms. “Incoterms” shall mean the 2000 edition of the trade terms published by the International Chamber of Commerce which shall apply to this Agreement to the extent that they do not conflict with the provisions of this Agreement.
“LIBOR” shall mean, as of any date of determination, the one-month London Interbank Offered Rate for U.S. dollars, determined at 11:00 a.m. London time, on the first Day of the calendar month in which the date of determination occurs (or, if the first Day of such calendar month is not a London Banking Day, the immediately preceding London Banking Day) offered by the National Westminster Bank or any successor thereto. For purposes of this definition, a “London Banking Day” is a Day on which dealings in deposits in U.S. dollars are transacted on the London interbank market.

2. Payment and Credit Terms: Payment and credit shall be made without discount, deduction, withholding, set-off or counterclaim in United States dollars by wire transfer of immediately available funds on or before the payment due date, as set forth in the Main Document, to the bank and account designated by Seller, against presentation to Buyer by Seller of a written invoice therefor together with other documents expressly specified for presentation for payment in the Main Document.

Seller shall have the right to assess finance charges at the LIBOR rate as reported in “The Wall Street Journal” for any month in which a balance is past due hereunder plus two percentage (2%) points against all past due amounts and all accrued but unpaid finance charges, but not to exceed the maximum finance charges permitted by law. Buyer shall pay all Seller’s costs (including attorneys’ fees and court costs) of collecting past due payments.

When the payment due date falls on a Saturday or on a weekday, other than Monday, which is not a banking Day in California (CA) then any such payment shall be made on the nearest preceding CA banking Day. When the payment due date falls on a Sunday or a Monday which is not a banking Day in RI such payment shall be made on the next following banking Day.

3. Title and Risk of Loss: Title to, and all risk of loss of or damage to any Product delivered shall pass as follows: when by or into any vessel, at the flange between the vessel’s permanent hose connection and the shore line; when into any truck, tank car or pipeline, as the Product enters the receiving equipment, or, if received by a common carrier, when accepted by the carrier for shipment; when into 13 storage (other than from vessels), as the Product enters the tank; and when by book or stock transfer, on the effective date of the transfer. It is expressly understood that the passage of title and risk of loss as set forth above is not conditioned on delivery or receipt of Bills of Lading.

4. Inspection and Measurement: ACS/ASTM Standards or the latest revisions thereof shall be complied with at all times. All volumes or quantities shall be adjusted per ACS/ASTM Standards.

Metering systems shall conform to the ACS/ASTM Standards then in effect relative to meter calibration/accuracy.

Tank Truck/Cars: Quantities delivered into or out of tank trucks/cars shall be based on meters or shore tanks or scales located at or near the applicable Delivery Point.

Seller shall permit Buyer to review and copy relevant meter proving records and witness proving tests as requested. Samples of Product transferred hereunder shall be retained for ninety (90) Days.

5. Warranty: Seller warrants:

A. That the Product conforms to the specifications set forth in the Main Document;

B. That Seller has free and clear title to the Product manufactured and delivered under this Agreement; and

C. That such Product shall be delivered free from lawful security interests, liens, taxes and encumbrances.

EXCEPT FOR THOSE EXPRESSLY STATED IN THIS AGREEMENT OR THE MAIN

DOCUMENT, NEITHER PARTY NOR ANY AFFILIATE, AGENT OR REPRESENTATIVE

THEREOF HAS MADE ANY OTHER REPRESENTATIONS, GUARANTEES OR WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY

AND THAT OF FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), AS APPLICABLE. NOTWITHSTANDING ANY COURSE OF PERFORMANCE, COURSE OF

DEALING OR USAGE OF TRADE (OR LACK THEREOF) INCONSISTENT HEREWITH, SELLER

HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, GUARANTEES OR

WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR A PARTICULAR PURPOSE. IN NO EVENT, REGARDLESS OF NEGLIGENCE, SHALL EITHER PARTY BE LIABLE FOR PUNITIVE DAMAGES.

All warranties made under this Agreement shall survive acceptance of or payment for the Product by Buyer.

6. Financial Responsibility: If either Party’s payments or deliveries to the other Party shall be in arrears, or the financial responsibility of either Party becomes impaired or unsatisfactory in the opinion of the other Party, advance cash payment or satisfactory security shall be given upon demand, and shipments may be withheld until such payment or security is received. If such payment or security is not received within two (2) Days from demand therefor, the Party demanding such payment or security may terminate this Agreement. In the event either Party becomes insolvent, makes an assignment or any general arrangement for the benefit of creditors or if there are instituted by or against either Party proceedings in bankruptcy or under any insolvency law or law for reorganization, receivership or dissolution, the other Party may withhold shipments or terminate this Agreement, to the extent provided by Applicable Law.

The exercise by either Party of any right reserved under this paragraph 6 shall be without prejudice to any claim for damages or any other right under this Agreement or Applicable Law. 14 7. Taxes: Any and all taxes, fees or other charges imposed or assessed by a Governmental Authority, the taxable incident of which is the transfer of title or the delivery of the Product hereunder, or the receipt of payment therefor, regardless of the character, method of calculation or measure of the levy or assessment, shall be paid by the Party upon whom the tax, fee or charge is imposed by Applicable Law. Notwithstanding anything contained herein to the contrary neither Party shall be responsible for the income, franchise, ad valorem or similar taxes of the other Party and each Party agrees to defend, indemnify and hold the other Party harmless from and against any such tax asserted by any Governmental Authority to be due and payable by the other Party.

Buyer shall provide to Seller all proper exemption certificates, prior to delivery, establishing that it is licensed to engage in tax free transactions with respect to the Product under all federal or state laws which may apply to this Agreement and the Product delivered hereunder.

Buyer shall (a) upon receipt of Seller’s invoice pay or reimburse Seller for any such taxes, fees or charges Seller is required by Applicable Law to pay or (b) provide Seller upon demand with a valid exemption certificate.

8. Deliveries; Liftings: Deliveries shall be made within the delivery location’s usual business hours provided that reasonable advance written notice of each delivery has been given by Buyer. Seller’s failure to deliver Product and Buyer’s failure to lift Product, each in accordance with the terms and conditions of this Agreement for any reason other than those included in Section 6, Financial Responsibility, and Section 9, Force Majeure, shall constitute a default under this Agreement.

9. Force Majeure: In the event either Party is rendered unable, wholly or in part, to perform its obligations under this Agreement (other than to make payments due hereunder) for reasons beyond its reasonable control, including, without limitation, those due to: acts of God, floods, fires, explosions, extreme heat or cold, earthquake or storm; transportation difficulties, strikes, lockouts or other similar industrial disturbances; wars, acts of terrorism or sabotage; accident or breakage of equipment, machinery, or transportation facilities; or failure of transporters to furnish transportation, failure of suppliers to furnish supplies; or any law, rules, order or action of any court or instrumentality of the federal or any state government; or for any other similar cause or causes beyond its reasonable control, it is agreed that on such Party’s giving notice in reasonable detail of such force majeure to the other Party, the obligations of the Party giving such notice shall be suspended from the date of receipt of such notice and for the continuance of any inability so caused, but for no longer period as may reasonably be required to, and such cause shall, so far as possible, be remedied with all reasonable dispatch; provided, however, that neither Party will be obligated to settle a strike or other labor disturbance in order to comply with such obligation. The term force majeure shall not apply to those events which merely make it more difficult or costly for Seller or Buyer to perform their obligations hereunder in the ordinary course conduct of their respective operations. Buyer and Seller further agree that at the conclusion of any force majeure event, neither Buyer nor Seller shall have any obligation to each other with respect to any quantities of Product not delivered as a consequence of such force majeure event. No condition of force majeure shall operate to extend the Term of this Agreement.

10. Hazard Warning Responsibility: With the other documents required hereunder, Seller shall provide to Buyer a Material Safety Data Sheet for each Product delivered hereunder. Buyer acknowledges that there may be hazards associated with the loading, unloading, transporting, handling or use of the Product sold hereunder, which may require that warnings be communicated to or other precautionary action taken with all persons handling, coming into contact with, or in any way concerned with the Products sold hereunder.

11. Drawback: Seller reserves the right to claim, receive and retain drawbacks on imported duty- paid feedstocks used in the manufacture of Products which it delivers hereunder. Buyer shall on request 15 execute proofs of exportation, drawback claim forms and assignments in favor of Seller to enable Seller to establish its drawback rights under applicable regulations.

12. Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE

OTHER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL

DAMAGES, INCLUDING LOST PROFITS, ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13. Indemnification.
(a) Except to the extent of any Claims caused by or resulting from the negligence, gross negligence, or willful misconduct of the Buyer, to the fullest extent permitted by Applicable Law Seller shall indemnify, defend, and hold harmless the Buyer and its elected officials, commissioners, executives, directors, officers, employees, consultants, agents, and representatives (each, a "Buyer Indemnified Party") from any and all Claims incurred as a result of: (i) any act or omission of Seller in connection with performance of its obligations under this Agreement, except to the extent that such Claims arise in connection with Wastewater other than Acceptable Recycled Wastewater that the Buyer delivered or caused to be delivered to Project Company; or (ii) bodily injury to or death of any individual, or damage or destruction of property of the Buyer or a Third Party, to the extent resulting from the negligence, gross negligence, or willful misconduct of buyer or its officers, employees, or representatives.

(b) T
o the fullest extent permitted by Applicable Law, except to the extent of any Claims caused by or resulting from the negligence, gross negligence, or willful misconduct of Seller, the Buyer shall indemnify, defend, and hold harmless Seller and its members, managers, officers, owners, employees, consultants, agents, and representatives (each, a "Seller Indemnified Party") from any and all Claims incurred as a result of: (i) any act or omission of the buyer in connection with performance of its obligations under this Agreement; or (ii) bodily injury to or death of any individual, or damage or destruction of property of Seller or a Third Party, to the extent resulting from the negligence, gross negligence, or willful misconduct of the Buyer or its officers, employees, or representatives.

(c) Indemnification Claims.

(i) Within twenty (20) days of receipt of notice of any Third Party Claim as to which it may be entitled to indemnification hereunder, any indemnified party shall give Seller or the Buyer, as applicable, written notice of the Claim with details, to the extent known, of the factual basis of the claim and amounts claimed; provided that, a delay in giving such notice shall relieve the indemnifying party of liability for the Claim only to the extent the indemnifying party suffers actual prejudice because of such delay Notwithstanding the foregoing, the City shall at all times have the right to approve any and all non- monetary settlement terms pertaining to any Claim.

(ii) Limitations. The terms and conditions of this Section 13 shall remain subject to the limitations set forth in Section 8.6.

(iii) The obligations set forth in this Section 13 shall survive termination of this Agreement.

SELLER AND BUYER MUTUALLY COVENANT TO AND SHALL PROTECT, DEFEND,

INDEMNIFY AND HOLD EACH OTHER AND THEIR RESPECTIVE AFFILIATES, 16 DIRECTORS, OFFICERS, AGENTS AND CONTRACTORS HARMLESS FROM AND

AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, LOSSES (INCLUDING WITHOUT LIMITATION, COSTS OF DEFENSE, ATTORNEYS’ FEES, PENALTIES AND INTEREST),

DAMAGES, CAUSES OF ACTION AND LIABILITY OF EVERY TYPE AND CHARACTER WITHOUT REGARD TO AMOUNT (TOGETHER, “LOSSES”) CAUSED BY, ARISING OUT

OF OR RESULTING FROM THE ACTS OR OMISSIONS OF NEGLIGENCE OR

WRONGDOING OF SUCH INDEMNIFYING PARTY, ITS OFFICERS, EMPLOYEES,

CONTRACTORS OR AGENTS WITH RESPECT TO THE PURCHASE AND SALE OF

PRODUCTS HEREUNDER, EXCEPT TO THE EXTENT SUCH LOSSES ARE CAUSED BY,

ARISE OUT OF OR RESULT FROM THE ACTS OR OMISSIONS OF NEGLIGENCE OR WRONGDOING OF THE INDEMNIFIED PARTY.

14. Change of Control: This Agreement shall terminate immediately upon a change of control of Buyer or Seller. Seller shall provide Buyer or Buyer shall provide Seller, as applicable, with notice of any change of control of Buyer or Seller at least ninety (90) days prior to the effective date thereof. For purposes of this Agreement, “change of control” shall mean the occurrence of any of the following events:

A. any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of Buer’s or Seller’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by Seller;

B. the dissolution or liquidation of Buyer or Seller;

C. the consolidation or merger of Buyer or Seller with or into another entity; and

D. a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), other than Clean Water Ventures, Inc. and its affiliates, being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding securities of Buyer or Seller.

E. Change of control shall not include a change of the members of the City Council of the Buyer.

15. Waiver: The delay or failure of any Party to enforce any of its rights under this Agreement arising from any default or breach by the other Party shall not constitute a waiver of any such default, breach, or any of the Party’s rights relating thereto. No custom or practice which may arise between the Parties in the course of operating under this Agreement will be construed to waive any Parties’ rights to either ensure the other Party’s strict performance with the terms and conditions of this Agreement, or to exercise any rights granted to it as a result of any breach or default under this Agreement. Neither Party shall be deemed to have waived any right conferred by this Agreement or under any Applicable Law unless such waiver is set forth in a written document signed by the Party to be bound, and delivered to the other Party. No express waiver by either Party of any breach or default by the other Party shall be construed as a waiver of any future breaches or defaults by such other Party.

16. Assignment: The provisions of this entire Agreement shall be binding upon the respective successors and assigns of each of the Parties hereto. Neither Party may assign this Agreement to a third party without the prior consent of the other Party, which consent may not be unreasonably withheld, delayed, or conditioned. Buyer agrees to execute acknowledgements of such assignment(s) and collateral assignments in such forms as Seller or Seller’s institutional lender(s) may from time to time reasonably 17 request. Any assigning Party shall continue to remain jointly and severally liable for all of its assignee’s obligations hereunder.

17. Section and Paragraph Headings: The section headings used in the Main Document and the paragraph headings used in these General Conditions are for convenience only and shall not limit or change the subject matter of this Agreement.

18. Audit: Each Party and its duly authorized representatives shall have access during customary business hours to the accounting records and other documents maintained by the other Party which relate to this Agreement and shall have the right to audit such records at any reasonable time or times within two (2) years after the delivery/receipt of Product provided for in this Agreement. However, a Party can only conduct one audit per year, and the same year cannot be reaudited.

19. Compliance with Laws: During the performance of this Agreement, each Party agrees to comply with all Applicable Laws.

20. Commissions and Gifts: No director, officer, employee or agent of either Party shall give or receive any commission, fee, rebate, gift or entertainment of significant value or cost in connection with this Agreement. Further, neither Party shall make any commission, fee, rebate, gift or entertainment of significant value or cost to any governmental official or employee in connection with this Agreement.

21. Choice of Law; Dispute Resolution: This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of California, exclusive of its conflict of laws principles.

22. Jurisdiction; Consent to Service of Process; Waiver: Each of the Parties hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any Federal or state court in the State of California and solely in connection with such claims, if any, (i) irrevocably submits to the exclusive jurisdiction of such courts, (ii) waives any objection to laying venue in any such action or proceeding in such courts, (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it and (iv) agrees that service of process upon it may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 7.2 of the Agreement. The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process in the State of California for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties hereto. Each of the Parties hereto knowingly and intentionally, irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein.

23. Confidentiality: The terms of this Agreement and any financial, technical or other proprietary information furnished or disclosed to a Party hereunder shall not be disclosed or made available to any other person or entity without the prior written consent of the other Party other than as contemplated hereunder; provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation (including, but not limited to, the California Public Records Act and the Ralph M. Brown Act, as well as any other rule or regulation of, or agreement with, any self-regulatory organization) or judicial, administrative or regulatory process, (ii) to counsel for Buyer and Seller, (iii) to auditors or accountants, (iv) in connection with any litigation to which Buyer or Seller is a party, (v) to an Affiliate of Buyer or Seller, (vi) by Seller to a potential purchaser of the Refinery, excluding information related to pricing and product specifications and (vii) to the extent necessary or desirable to perform its obligations under this Agreement or the transactions contemplated hereby; provided, further, that unless specifically prohibited by applicable law or court order, each of Buyer and Seller shall, prior to disclosure 18 thereof, notify the other Party of any request for disclosure of any such non-public information (A) by any Governmental Authority or representative thereof or (B) pursuant to legal process. Notwithstanding the above restrictions, neither Party shall have any obligation in respect of any disclosure of confidential information which is, or becomes, generally known to the public without breach of the terms of this Agreement, or if any disclosure of confidential information is required by court order or by order of any governmental or administrative tribunal having jurisdiction over the Parties. The confidentiality obligations in this section shall survive termination of this Agreement for an additional 2 calendar years.

24. Rights and Remedies Cumulative: The rights and remedies of the Parties under this Agreement shall be cumulative and non-exclusive of any other rights or remedies which each such Party may have at law or in equity.

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (this “MOU”) is entered into this __ day of________, 2023, by and between the CITY OF LANCASTER, a California municipal corporation and charter city (the “City”), and CLEAN WATER VENTURES, INC. (“CWV”), a Nevada Corporation. (The City and CWV are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”) CWV shall be a partner (the “Partner”) to the City in its development of hydrogen technology.

R E C I T A L S

A. The City is a California municipal corporation located in Los Angeles County. The City’s current population is approximately 17 0,000 and the City is interested in becoming the first hydrogen- based city in the U.S. and to this end is fostering the development of hydrogen technology to support a regional clean hydrogen network.

B. CWV has developed a Modular Hydro-thermal Technology to produce green hydrogen, clean water and clean coproducts (“MHTT Water-Energy”). CWV desires to develop, own and operate a plant to process wastewater using the MHTT Water -Energy to be located within City’s jurisdictional boundaries at a site identified by CWV (the “Project”).

C. The Parties are willing and desire to cooperate and work together in an effort to pursue grant funding opportunities from available State and Federal sources that will support the Project. The City of Lancaster and CMV align in hydrogen objectives and, therefore, provide support and assistance as partners.

NOW, THEREFORE, in consideration of the mutual understandings and agreements set forth herein, the parties hereby agree as follows:

1. Concurrently share known available funding sources and act as co-applicants where applicable to support the development of hydrogen technology . If grant funding is obtained, CWV shall manage the grant(s) and manage the design, planning, and construction of the Project.

2. Development and support of a partnership between CWV and the City of Lancaster as the City works towards becoming a regional clean hydrogen hub. Both parties will work towards a common goal of participating in clean hydrogen hub programs.

3. Deliverables include but are not limited to:

a. Joint application(s) for grant funding relating to hydrogen techno logy and the development of a regional clean hydrogen hub.

4. Confidentiality. To the extent permitted by law (including, but not limited to, the Ralph M.

Brown Act and the California Public Records Act), each Party shall make its best efforts not to disclose any other Party’s Confidential Information without such Party's prior written consent.

5. Communication. Any communication or notice which any Party may desire to give to the other Party under this MOU shall be in writing and addressed to the address of the Party as set forth below, or at any other address as that Party may later designate by notice.

To City: City of Lancaster
44933 Fern Avenue
Lancaster, CA 93534
Attn: Jason Caudle
Email: [email protected]

To CWV: Clean Water Ventures, Inc.
81 Ocean State Drive,
North Kingstown, RI 02852
Attn: Roy Di Benerdini, Chief Executive Officer
Email: [email protected]

Such addresses may be changed by Notice to the other Party(ies) given in the same manner as provided above.

6. Non-Binding Effect. The Parties shall not have any legal obligation under or by virtue of this MOU, including any obligation to enter into any definitive agreement or other contract, to provide any services, to disclose any information, to make any investment or pay any consideration or compensation, whether or not expressly described herein; provided that the Parties agree to cooperate in good faith along the lines described in this MOU.

IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized representative as of the date first written above.

CITY:

CITY OF LANCASTER, a California municipal corporation and charter city

By: __________________________
Jason Caudle
Its: City Manager

CWV:

CLEAN WATER VENTURES, INC.

By: __________________________
Dr. Roy Di Benerdini
Its: Chief Executive Officer
1 2
3 4
Date: March 28, 2023

STAFF REPORT
City of Lancaster
CC 15
03/28/2023
JC
To: Mayor Parris and City Council Members
From: Alexus Merino, Assistant to the City Manager
Subject:Appropriation of $363,328.31 and Approval of Change Order Totaling $363,328.31, to Increase Formal Bid No. 729-20 City Hall Renovation and Modernization, to New Total of $7,944,151.78
Recommendation:

A. Appropriate $363,328.31 from Account No. 701-11BS019-924 to cover the cost of installing the new roof at City Hall.

B. Approve Change Order and increase the total amount of the contract with Bowie Contractors, Inc., of Lancaster, California, Formal Bid No. 729-20 City Hall Renovation and Modernization, by $363,328.31, for a total revised contract amount of $7,944,151.78. The scope of work for this Change Order includes the removal and replacement of the entire existing roof surface.

Fiscal Impact:

Sufficient funds are available General Account No. 701-11BS019-924.

Background:

Throughout the course of the remodel several roof leaks were uncovered on all phases of the project. The leaks affect the interior electrical and mechanical equipment and employee workspaces. The product selected is a mesh reinforced fluid applied roof coating. It has been a standard coating for other facilities within the City and has proven successful over the years. This project is expected to expand the life of the roof an additional 20 years. A 10 year no leak guarantee and a 20-year material warranty will be provided.

STAFF REPORT
City of Lancaster
NB 1
3/28/2023
JC
Date: March 28, 2023
To: Mayor Parris and City Council Members
From: Sonya Patterson, Director - Parks, Arts, Recreation & Community Services Marissa Diaz, Director – Public Works
Subject: Task Order for Multi-Year Professional Services (Service Group Category 12 – Architectural and Engineering Design – On-Site Facilities) for El Dorado Park Improvements (Reference PWCP 24-008)
Recommendation:

1. Approve Task Order No. 2 with IDS Group, of Irvine, California, in accordance with the Multi- Year Professional Services Agreement, Service Group Category (SGC) 12 – Architectural and Engineering Design – On-Site Facilities, to provide Architectural and Engineering (A&E) Final Design Services for El Dorado Park Improvements, in the amount of $755,624.00 plus a 10% contingency; and authorize the City Manager, or his designee, to sign all documents.

2. Find that the approval of a Task Order is not a project under California Environmental Quality Act (CEQA) Guideline Section 15378(b)(5) (CCR, Title 4, Chapter 3, Article 20).

Fiscal Impact:
$831,186.40 (including 10% contingency); sufficient funds are available in Capital Improvement Budget Account Number 349-11ZZ010-924.

Background:

El Dorado Park is located on the northwest corner of 5 th Street East and Pondera Street within a densely populated area, and is surrounded by established residential neighborhoods, an elementary school, and commercial businesses. The El Dorado Park revitalization project focuses on creating renovated amenities to improve and expand community resources based on community input.

On May 3, 2021, the City of Lancaster filed a Notice of Exemption to comply with the California Environmental Quality Act for the revitalization of El Dorado Park.

The revitalization project will include the following:
1 2
1 5
• Demolition of the existing community building
• Construction of the new community building
• Construction of a new plaza with (6) tables and shade sails • Construction of a new splash pad
• Construction of a new half-court basketball
• Construction of a new picnic shelter with (5) tables
• Construction of a new picnic shelter with (6) tables
• Construction of a new skate spot
• Construction of (11) new exercise stations
• Construction of a new DG path
• Construction of new concrete paving
• Construction of new turf & irrigation
• Construction of new low water use plants & irrigation • Construct new lighting throughout the park
IDS Group shall execute the project in accordance with the City’s executed agreement with the State of California’s Office of Grants and Local Services (OGALS), and in accordance with the Grant Administration Guide for the California Drought, Water, Parks, Climate, Coastal Protection, and Outdoor Access for all Act of 2018 to ensure compliance with all grant requirements.

On November 8, 2022, Council approved Multi-Year Professional Service Agreements with the consulting firms recommended by staff to be pre-qualified service providers through December 31, 2026. The Multi-Year Agreement permits City staff to issue Task Orders for individual projects.

Due to the intimate knowledge gained by having completed the 30% Conceptual Design and 30% Schematic Design for the El Dorado Park Renovation Phase 1, the City is exercising its option to request a proposal from IDS Group, Inc., under Multi-Year Professional Service Agreement SGC 12 to provide architectural and engineering (A&E) services for final design including, but not limited to, Plans, Specifications, and Estimate. This firm’s knowledge in processing the Phase 1 30% Conceptual Design and 30% Schematic Design for the El Dorado Park Renovation demonstrates their ability to deliver the project to the City on-time with an accelerated schedule to meet grant deadlines and within budget. The firm’s intimate knowledge of the project supports the recommendation to extend and retain the services of IDS Group, Inc for final design services.

AL:SN
Attachment:

Task Order 2
TASK ORDER NO. 2
OVER
AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES – RFQ 769-22 SERVICE GROUP CATEGORY 12 – ARCHITECTURAL AND ENGINEERING

DESIGN FOR ON-SITE FACILITIES

DATED DECEMBER 8, 2022

BETWEEN

THE CITY OF LANCASTER, "OWNER"
AND
IDS GROUP, INC. "CONSULTANT"

PROJECT TITLE: El Dorado Park Improvements (Reference: PWCP 24-008)

PROJECT DESCRIPTION: Architectural and Engineering Final Design – On-Site Facilities

SCOPE OF WORK: Per Attached Exhibit "1", Scope of Services

PERIOD OF SERVICES: Per Attached Exhibit "2", Schedule

COMPENSATION
FOR SERVICES: Per Fee Schedule - Not to Exceed $755,624.00

"OWNER" "CONSULTANT"

CITY OF LANCASTER IDS GROUP, INC.

By: By:

Jason Caudle Said Hilmy, Ph.D., SE, LEED AP
City Manager Principal

Date: Date:

Approved by Dept. Head:

APPROVED AS TO FORM:

Allison E. Burns, Esq.

City Attorney

EXHIBIT “1”

SCOPE OF SERVICES

The work to be performed under this task order shall include:

A. Task Order 2 – Scope of Services

Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 1 of 14

EXHIBIT 1: SCOPE OF SERVICES

PROJECT BACKGROUND, DESCRIPTION, AND LOCATION
The City of Lancaster (City) intends to reconstruct, renovate, and revitalize El Dorado Park. On February 28, 2022, the City executed a park development and community revitalization grant agreement with the State of California’s Office of Grants and Local Services (OGALS). The City was awarded the grant for the reconstruction, renovation, and revitalization of El Dorado Park.

The City is requesting proposal to provide Architectural and Engineering (A&E) services coinciding with SGC 12 to assist the City in the final PS&E bid package of the El Dorado Park Improvements.

El Dorado Park is located within a densely populated area and is surrounded by established residential neighborhoods, an elementary school, and commercial businesses. The City is focused on creating renovated amenities in this popular existing neighborhood park to improve and expand community resources based on community input supporting additional active spaces within El Dorado Park. Phase 1 will remove the existing pre -school/community building, construct a new pre-school/community building , and include new recreational features such as a half -court basketball court with lighting, splash pad, and skate spot within the park. Additionally, the existing dirt path and exercise equipment at the northern end of the park will be replaced with a decomposed granite surface and eleven workout stations with new exercise equipment along the path. ADA access will also be incorporated in to walkways and recreational amenities throughout the park.

The future phase 2 enhancements will consist of expanding the playground and replacing existing equipment with types that are inclusive for people of all ages and abilities, including a swing set with 8 swings.

This work shall include all research, studies, surveying, utility coordination/mapping, potholing, and right-of-way engineering; as well as, Phase 1 final PS&E bid package for demolition and construction plans, conduit and fiber extension plans , building plans (architectural, structural, mechanical, electrical, plumbing, fire safety, etc.), construction details, diagrams, exhibits, interior design plans, special provisions, and construction cost estimates. This work shall also include all other work necessary to coordinate, verify and supplement utility services, and secure permits for Phase 1 of the project , including but not limited to plan checking and permitting with Lancaster Building & Safety, Antelope Valley Air Quality Management District, Los Angeles County Fire Department, Los Angeles County Health Department, Los Angeles County Waterworks Districts, etc.

Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 2 of 14

GENERAL SCOPE OF SERVICES
As this project is funded with a state grant administered by The State of California’s Office of Grants and Local Services (OGALS) with the Department of Parks and Recreation , the project shall be executed in accordance with the Grant Administration Guide for the California Drought, Water, Parks, Climate, Costal Pro tection, and Outdoor Access for All Act of 2018 to ensure compliance with all grant requirements. The Grant Administration Guide is provided within the City’s FTP site below for reference.

FTP Site (cut and paste path into Chrome):
https://colftp.cityoflancasterca.org/Logon.aspx
Username: capeng
Password: zmC$t7D4cZbPVS
Folder: PWCP24-008 El Dorado Park Improvements

The firm shall also assist the City in any necessary approvals through OGALS, as determined by

the Grant Administration Guide and the City’s Project Manager.

The priorities for Phase 1 reconstruction, renovation, and revitalization should include final PS&E bid package and be consistent with planned future phase renovations.

Basic services may include, but are not limited to, the following:
• Site survey services;
• Architectural services;
• Landscape architectural services;
• Structural engineering services;
• Mechanical and plumbing engineering services;
• Electrical / fire alarm engineering services;
• Low voltage / technology engineering services;
• Fire sprinkler / public water mainline engineering services including easement; • Lighting design services;
• Civil engineering services including site improvements, grading and accessibility; • Code and accessibility compliance;
• Energy Management;
• Interior design (e.g. fixed finishes, furnishings, furniture, and equipment); • Cost consultant/estimating services;
• Other design and engineering services as normally and reasonably required for a project of this size and scope.

Reconstruction, renovation, and revitalization included:
• Demolition of the existing community building
Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 3 of 14

• Construction of the new community building
• Construction of a new plaza with (6) tables and shade sails • Construction of a new splash pad
• Construction of a new half-court basketball
• Construction of a new picnic shelter with (5) tables
• Construction of a new picnic shelter with (6) tables
• Construction of a new skate spot
• Construction of (11) new exercise stations
• Construction of a new DG path
• Construction of new concrete paving
• Construction of new turf & irrigation
• Construction of new low water use plants & irrigation • Construct new lighting throughout the park

The future Phase 2 will include the additional build out/modification of the existing playground to include a new inclusive playground for people of all ages and abilities, including a swing set with 8 swings. Phase 2 will be completed under separate agreement. Phase 2 will be incorporated into the Phase 1 design and shown within the plans for reference only.

The Principal Architect shall assemble and lead the architectural and engineering design team needed to perform all tasks detailed herein and shall include , as a minimum, the following team members licensed in the State of California: A rchitect, Civil Engineer, Structural Engineer, Electrical Engineer, Mechanical Engineer and any other specialty discipline designer required.

The Principal Architect will need to consider future work in the design of Phase 1 and shall include accommodations for Phase 2 that minimize disruption, redundancy, and waste required in Phase 2 with the Phase 1 design. The Principal Architect will also need to consider constraints such as existing service capacity (sewer, water, electricity, etc.) right of way, existing physical improvements, utilities, circulation, parking, park operations, and adjacent properties.

The Principal Architect shall be responsible for final design of all elemen ts of the project. The Principal Architect shall also be responsible to identify all utilities and utility easements that may interfere with the project and coordinate the design of any required utility relocations, new and/or supplemental services.

The s cope of work for this project is to provide Schematic Design, and Phase 1 D esign development (DD) services; Phase 1 Construction Documents; City approvals; Phase 1 Furniture, Fixtures and Equipment (FFE) Management and Phase 1 Interior Design Services; and Phase 1 Bidding Services and Phase 1 C onstruction Support. T he Consultant shall perform all studies, surveys, assessments, clearances, and calculations needed for Phase 1 construction.

Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 4 of 14

A detailed outline of the scope of work by Task is included below.

Milestone tasks and S chedule are included in Exhibit 2 and P ayment and F ees by tasks and sub-tasks table is included in Exhibit 3.

DESIGN STANDARDS AND CONSULTANT EXPECTATIONS
This project includes State funding and shall comply with OGALS requirements and all applicable City, County, State and Federal regulations.

The proposed improvements shall, at a minimum, follow the City of Lancaster Municipal Code , adopted Building Codes, Engineering Design Guidelines Policies and Procedures Manual , and Trench and Pavement Restoration Policy.

Wherever the City guidelines are absent of the latest industry updates, standards or details, Consultant shall utilize the latest Building Codes, S tandard Specifications and Plans for Public Works Construction (“Green Book”), and the Los Angeles County Department of Public Works Design Standards. Wherever there is a conflict in design standards, Consultant shall submit a clarification in writing to the City Project Manager (PM) for direction and approval. In most cases, the more stringent design standards shall apply.

The Consultant shall provide to the City deliverables in hardcopy and electronic format as detailed in the City’s Standards for CAD Deliverables. All drawings shall be prepared in AutoCAD.

All plans and exhibits generated shall be for the renovation, however, all existing conditions to remain, to be modified, to be relocated, and/or to be replaced shall be dually noted with the intent that, upon project completion, the Consultant will provide the City with a complete as -built plan for the entire property and all facilities.

In addition, the Consultant shall coordinate and work with the following City Divisions and Departments during design: Capital Engineering Division (primary), Community Development Division ( Planning Section and Traffic Engineering Section), Real Estate and Economic Development Division ( Building and Safety Section ), Parks, Arts, Recreation & Community Services (PARCS) Department, Public Safety Department , and Information Technology (IT) Department. Any correspondence between Consultant and City employees, other than the PM, shall be copied same day to the PM as well as in the final deliverables.

Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 5 of 14

ADDITIONAL INFORMATION
The Consultant shall establish and apply internal accounting methods and procedures acceptable to the City and OGALS for documenting and monitoring contract costs. The Consultant shall submit a consolidated monthly invoice in a format acceptable to the City and broken down in a manner consistent with the Task Order. The Consultant shall include with the monthly invoice a progress report that reflects the work completed within the invoice period. Payments to the Consultant are to be in arrears. The Consultant must have actually incurred and paid the costs prior to invoicing the City.

The City shall make progress payments per the completed tasks detailed in Exhibit 3 submitted by the Consultant. The Consultant shall generate an invoice that details the specific units completed with a cost breakdown with hourly rates for each field function, shall provide sufficient back up to verify expenditures claimed and consistency with fee grids by task and rate sheet submitted in the cost proposal and Exhibi t “A” Rate Schedule in the Agreement for Professional Consultant Services RFQ 769-22, and a brief progress report describing work completed during the invoicing period, delay details if schedule is slipping, how the Consultant will recover the schedule to meet the contract completion date, and work to be completed in the next invoicing period.

The invoice must include a summary table that details the total contract price, previously paid, current invoice amount, and remaining balance.

Consultant shall not start work prior to receiving Notice to Proceed. The Notice to Proceed shall be issued in writing once the insurance documents are submitted and approved and a Task Order has been executed.

Consultant shall not perform additional work without written authorization from the City of Lancaster PM. Written Authorization shall come in the form of a Revised Task Order.

DETAILED SCOPE OF WORK
TASK 1 PROJECT MANAGEMENT
Perform all project management, scheduling, quality control, and quality assurance tasks necessary to maintain the project schedule, budget, and a high-quality set of deliverables to the City.

The Consultant shall schedule meetings (in person, web, or conference c all) with the City and design team to provide feedback during the project; maintain schedule; provide a single PM/PE to coordinate with City Capital Engineering PM, other City Departments/Divisions, each task lead/designer, utilities, etc. to deliver a complete consolidated plan set and specification sections Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 6 of 14

that are consistent and do not conflict between improvements; and implement QA/QC measures.

Consultant must provide quality assurance and control of documents prior to each submittal.

The Consultant shall prepare and distribute the agenda and associated materials in advance of each meeting, and prepare action item minutes following each meeting.

The Consultant shall prepare and review all necessary legal documents, insurance certificates, correspondence, invoices, and associated materials necessary for the successful execution of the contract.

1.1 Meetings

O PROGRESS MEETINGS
For the basis of Proposal, the Consultant shall assume monthly progress meetings for each design phase, via Zoom or Teams m eeting with City PM to review progress and obtain direction, assume 4 progress meetings. The Consultant shall maintain a list of action items with projected completion dates and shall include progress updates at meetings and with invoice. The Consultant shall send c urrent action item list via email to the City PM no later than three (3) working days following each progress meeting.

O ADDITIONAL MEETINGS

The Consultant shall organize additional meetings, as required, to complete the project.

Additional meetings include, but are not necessarily limited to, meeting with other agencies such as government agencies and utility companies. Cost for additional meetings shall be included in the lump sum not to exceed contract amount. No separate payment shall be made.

1.2 Project Management
Consultant shall prepare and maintain a detailed critical path project schedule with subtasks for all deliverables submitted to the City prior to the first invoice and subm it with monthly written project status reports throughout the duration of the project. The monthly reports are critical to forecast resource needs and ensure the appropriate staff and support services are available, when needed, to deliver the project on schedule and within budget. Consultant shall notify the PM of any scope, schedule or budget issues that may arise.

Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 7 of 14

The Consultant shall provide all applicable documentation, mapping, plans, forms, and specifications to the City that facilitate successful submittal and approval of OGALS requirements.

1.3 Quality Assurance & Quality Control
Consultant must provide quality assurance and control of survey, design plans, and estimates prior to each submittal. This task is required to verify that no unsafe design changes have been made or proposed, layout has not been critically altered, improvement goals are being met, economy of project is maintained, plans are consistent across improvements, there are no conflicts between trades, and construction integrity of the design is ensured.

1.4 Permits
The Consultant shall be responsible for determining which permits are required to achieve the final PS&E bid package to construct the project. Consultant shall prepare for the City's signature any required permits from Local, State or Federal agencies and other entities. The Consultant shall coordinate; obtain government agency and/or utility permits, agreements, and/or approvals. The Consultant shall also prepare for the City's signature permits to enter and any other necessary permits/right of entry from landowners for all research, such as surveying, potholing, geotechnical, and any other design-related work.

1.5 Deliverables
a. Meeting Minutes and Action Items Lists
b. Monthly Reports
c. Record of Coordination Calls
d. Emails
e. Correspondence
TASK 2 RESEARCH AND UTILITIES

2.1 Research
Research shall include all avenues required that may be used in support of the design to produce a complete Phase 1 final PS&E bid package. Consultant shall inventory existing FFE , IT facilities, etc. to determine what may be salvaged.

Research pertinent record maps and assessor parcel information from LA County GIS linework to compile the boundary lines from a "best fit" combination of these record sources. Research Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 8 of 14

all survey records and obtain tie sheets, field books, monument recove ry notes, and/or street improvements plans depicting centerline of ROW survey monumentation from the County.

2.2 Utilities
The Consultant shall identify and positively locate all utilities in accordance with underground utilities to determine the depth for clearance and connection points or conflicts for any underground improvements, such as gas lines, sewer lines, storm drains, water lines , etc.

Research all existing utilities (including dry utilities) within the street right-of-way and on the El Dorado Park property – utility companies by submitting Utility Notification Letter s with vicinity map exhibits that provide each location for this project. Consultant shall field verify the utility locations represented on these maps and obtain all updated maps f rom all utility companies including any other utilities not provided by City or mentioned.

The City will not print Utility Notification Letters on City letterhead for the Consultant nor will the City intercede on the Consultant’s behalf to reduce/eliminate costs associated with utility research/coordination. The Consultant shall include all costs for Utility research/coordination in the lump sum not to exceed cost, complete. The City will provide Word document template Utility Notification Letters to be used with Consultant letterhead.

The Consultant shall identify on-site services and contact utility companies, as well as identify off-site utilities, including, but not limited to, the following:
• AT&T service
• Charter Communications (Spectrum) service
• Conterra Networks service
• Frontier Telecommunications service
• City of Lancaster Storm Water collection and disposal • City of Lancaster Local Sewer collection and disposal • LA County Sanitation District service and distribution • LA County Waterworks Districts service and distribution • Southern California Edison (Transmission, Distribution, and Telecommunications) service and distribution
• Southern California Gas service and distribution
• Sprint services
• Site Drainage
• Fire Systems
• Site illumination
Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 9 of 14

• Any Central-plant mechanical systems
• Other services and utilities
Consultant shall confirm location, size and adequacy of utilities serving the site, determine requirements for connection to utilities, plan for off-site utility extensions and facilities, and design off-site utility extensions and facilities.

2.3 Incidental Research
The Consultant shall perform minor incidental research that may be necessary for the project and design.

2.4 Deliverables
1) Research and Utilities
a) Utility Letter Notifications sent to Utility agencies and Copies of Utility record maps/plans (not provided by City) from Utility agencies (Word doc and PDF) b) Utility Base Map, Digital and Physical Copies
c) Report of existing utility services and availability d) Copies of all incidental research documents (not provided by City) TASK 3 PLANS, SPECIFICATIONS, AND ESTIMATES (PS&E)
Based on the 30% Schematic D esign documents and City’s written approval to proceed, Consultant shall prepare final PS&E package for Phase 1. The final design shall include all the tasks necessary for a construction-ready project, including preparation of plans, specifications and estimates; utility coordination and all permitting to deliver the complete project to Certificate of Occupancy.

Based on approved Design Development documents, and on City’s written approval to proceed, Consultant shall manage and oversee all architectural and engineering disciplines, sub-consultants for the preparation of Construction Bid Documents by advancing all Design Development deliverables, for the Project required to obtain prime contractors’ construction bids, building and regulatory permits, and for use in constructing the Project. Construction Documents shall include, but are not limited to, Building Division submittal, Demolition plans, General and Special Conditions, Relevant Permit Documents, Standard Plans and Specifications, Warranty, Guarantee and Commissioning Specifications, Complete Construction Drawings including details, reports, solutions, updated opinions of probable cost and time and final technical specifications for all Architectural, Structural, Mechanical, Electrical, Plumbing, Fire Protection, Technology, Lighting, Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 10 of 14

and C ivil. Consultant must process the Construction Documents and Specifications through approving agencies and incorporate all revisions/corrections as necessary to obtain the required approvals from those agencies. Consultant shall participate in technical reviews of the Construction Documents and cost estimates with the City at all completion stages, including but not limited to Design Development, 50% Construction Documents (60% Review), 90% Construction Documents (90% Review), Final Construction Documents (100% Review), and as needed for addressing plan check corrections.

3.1 Submittal Requirements
The Consultant shall submit PS&E for City review as noted in Task 3. Submittals shall be electronic AutoCAD, WORD, EXCEL , and PDF formats and shall include previous check prints.

The design drawings should be as complete, accurate, and error free as pos sible prior to submittal. Likewise, for Reports, Special Provisions, Cost Estimates, etc.

The Consultant shall, at no additional cost to the City, correct errors, omissions, and unworkable and/or improper design/drafting on the original drawings subseque nt to the completion of the plan checking process.

Reports, Plans, Specifications, and Estimate shall be in English units and must conform to Federal, City, and County standards, regulations, policies, procedures, manuals, and practices.

The Consultant shall provide clear, concise, and complete plans, specifications and cost estimates. The Consultant shall include other details that are of benefit to and/or requested by the City.

3.1.1 Design Development Preliminary Plans and Estimate (45%) Based on the 30% Conceptual Design and 30% Schematic Design, t he Consultant will produce Design Development (45%) design documents. The 45% design documents will include preliminary plans and estimates (i.e., opinions of probable construction costs). The 45% design documents will include horizontal control and call -outs to sufficiently layout the design elements and profile to identify any major issues. a. Architectural Services
b. Landscape architectural Services
c. Interior Design Services
d. Structural Engineering
e. Mechanical/Plumbing Engineering
Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 11 of 14

f. Electrical/Fire Alarm Engineering
g. Low Voltage/Technology Engineering
h. Fire Sprinkler and public water line Engineering including easement i. Civil Engineering including site improvements, grading, and accessibility j. Furniture, Fixtures, and Equipment (FFE) Plans
k. Construction Documents, Cost Estimate Packages, and Specification

When the Consultant submits 45% design to the City for review, the Consultant shall also send utility companies formal notification (Utility Letter B) with copies of the plans, showing locations with potential utility conflicts. Formal letter shall be per template Utility Notification Letter B provided by the City. Refer to section 2.2 Utilities. The Consultant shall assist in all work necessary to coordinate, verify and supplement services, and submit documents for Phase 1 of the project with Capital Engineering Division (primary), Community Development Department (Planning Group and Building & Safety Group), Los Angeles County Fire Department, Los Angeles County Waterworks Districts, etc.

Design of, non-City owned, utility relocations are not included in this scope of services.

The Consultant shall depict existing utilities on plans for any necessary utility relocation.

The City will be allowed three weeks to review 45% design package and provide comments.

Following the submittal and the 45% review, Consultant will arrange to meet with the City to discuss the design comments. The City will provide Consultant with one non-conflicting set of redline mark-up plans.

3.1.2 50% Construction Documents Plans and Estimate (60%) Based on the Design Development - 45% design documents, the Consultant will produce 50% Construction Documents (60% design documents ). The 60% design will include plans and estimates (i.e., opinions of probable construction costs).

Based on the 45% design comments, the Consultant will bring the design documents to a 60% level of design. The plans will include necessary horizontal control in addition to vertical grades to layout the design elements, including detailed grades and profiles of existing or proposed utilities and sufficient details to construct the design elements.

The Consultant shall assist in a ll work necessary to coordinate, verify and supplement services, and submit documents for Phase 1 of the project with Capital Engineering Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 12 of 14

Division (primary), Community Development Department (Planning Group and Building & Safety Group), Los Angeles County Fire Department , Antelope Valley Air Quality Management District, Los Angeles County Health Department, Los Angeles County Waterworks Districts, etc.

Design of, non-City owned, utility relocations are not included in this scope of services.

The Consultant shall depict existing utilities on plans for any necessary utility relocation.

The City will be allowed three weeks to review 60% design package and provide comments.

Following the submittal and the 60% review, Consultant will arrange to meet with the City to discuss the design comments. The City will provide Consultant with one non-conflicting set of redline mark-up plans.

3.1.3 90% Construction Documents PS&E (90%)
Based on the 50% Construction (60%) design documents, the Consultant will produce 90% Construction Documents (90% design documents ). The 90% design documents will include 90% plans, 90% estimates and draft specifications. The 90% design documents will include horizontal control and call -outs to sufficiently layout the design elements and profile to identify any major issues.

Prior to the 90% submittal, the Consultant shall verify quality assurance of the horizontal and vertical control of the proposed layout to verify that the design is accurate with respect to City design standards and that no unsafe design changes are proposed, and construction integrity of the design is maintained.

The City will be allowed three weeks to review 90% design package and provide comments.

Following the 90% submittal and City review, the Consultant will arrange to meet with the City to discuss the design comments. The City will provide the Consultant with one non- conflicting set of redline mark-up plans.

3.1.4 100% Construction Documents PS&E (100%)
Based on the 90% Construction Documents (90% design documents), the Consultant will produce 100% Construction Documents (100% design documents). The 100% design will include 100% plans, 100% estimates and 100% specifications.

Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 13 of 14

The City will be allowed three weeks to review 100% design package and provide comments.

Following the 100% submittal and City review, the Consultant will arrange to meet with the City to discuss the design comme nts. The City will provide the Consultant with one non-conflicting set of redline mark-up plans.

3.1.5 Final Construction Documents PS&E Signed for Bid
Based on the 100 % Construction Documents (100% design documents ) comments, the Consultant will bring the design documents to Final Construction Documents with all agency comments addressed and signed for inclusion in the City’s Bid Package. The Consultant shall send the utility companies formal notification with copies of the 100% signed plans. Formal letter shall be per template Utility Notification Letter C provided by the City. Refer to section 2.2 Utilities.

3.2 Specifications
The City shall prepare the main body of the specifications (boiler plate); specifications expected from the Consultant shall be limited to Building Special Provisions and Civil Special Provisions beyond the City’s boiler plate sections, details, cut sheets and written specifications beyond those provided. Draft specifications shall be provided with plan submittals as noted in Task 5.1.

3.3 Cost Estimate
The Consultant shall compile and prepare the Cost Estimate based on all biddable construction items id entified in the design package and consistent with the latest City bid forms. The estimated quantities shall be arranged and grouped as agreed with the City PM.

Computations showing estimated quantities and costs for each location of work, as well as the sum totals, shall be submitted to the City. Cost Estimates shall be provided with plan submittals as noted in Task 5.1. Quantities and costs shall be updated and in agreement with each plan submittal.

3.4 Incidental PS&E

3.5 Deliverables
See items in Sections 3.1 through 3.4 herein.

Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 1, Page 14 of 14

ADDITIONAL SERVICES NOT INCLUDED
Services other than those set forth in this exhibit shall constitute extra services. Extra services including, but are not limited to, attendance at meetings other than those included in the Scope of Services, additional plans, topographic survey, etc. shall be considered additional services and will be performed only with written authorization from the City and for additional fees to be negotiated prior to authorization.

EXHIBIT “2”

SCHEDULE

A. Task Order 2 – Schedule

Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 2, Page 1 of 1

EXHIBIT 2: SCHEDULE
In order to preserve grant funding and meet building occupancy schedules, time is of the essence. Task Order will be processed and executed as soon as possible , and shall be in pl ace prior to Notice to Proceed.

In support of the milestones listed below, the Consultant shall provide a Gantt chart schedule by Phase and Scope of Services Tasks to be attached to Exhibit 2.

With submittal of a Proposal, the Consultant acknowledges understanding and awareness of the proposed schedule. No price adjustments will be permitted for acceleration.

MILESTONES DATES*
Notice to Proceed (NTP) Immediately following
Task Order execution *
Final PS&E Signed for Bid September 21, 2023
Construction Advertisement October 2023
Award Construction Contract December 2023
Construction NTP January 2024
Construction Complete/Move-In December 2024

* Anticipated NTP in April 2023 based on Council Award in March 2023. [42]
City of Lancaster El Dorado Park
IDS Group
Project Start: 3/23/2023
Show Week: 13/23 3/30 4/6 4/13 ## ## 5/4 ## ## ## 6/1 6/8 ## ## ## 7/6 ## ## ## 8/3 ## ## ## ## 9/7 ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## ## 1/4 ## #### 2/1 2/8 ## ## ## 3/7 ## ## ## 23 Ma
23 30
Ma
23 6
Ap
23 13
Ap
23 20
Ap
23 27
Ap
23 4
Ma
23 11
Ma
23 18
Ma
23 25
Ma
23 1
Ju
23 8
Ju
23 15
Ju
23 22
Ju
23 29
Ju
23 6
Ju
23 13
Ju
23 20
Ju
23 27
Ju
23 3
Au
23 10
Au
23 17
Au
23 24
Au
23 31
Au
23 7
Se
23 14
Se
23 21
Se
23 28
Se
23 5
Oc
23 12
Oc
23 19
Oc
23 26
Oc
23 2
No
23 9
No
23 16
No
23 23
No
23 30
No
23 7
De
23 14
De
23 21
De
23 28
De
23 4
Ja
24 11
Ja
24 18
Ja
24 25
Ja
24 1
Fe
24 8
Fe
24 15
Fe
24 22
Fe
24 29
Fe
24 7
Ma
24 14
Ma
24 21
Ma
24 28
Ma
24 TASK DESCRIPTION PLAN
START
WORK
DAYS
PLAN
END TYPE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3031 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 Project Management 4/10/2023 9/21/2023
NTP 4/10/2023 1 4/11/2023 G
Schematic Design 2/6/2023 3/30/2023
30% Documents & Cost Estimate Submission 2/6/2023 3 3/30/2023 B Report Submission 2/6/2023 53 3/30/2023 P
Design Devolpment 4/10/2023 6/1/2023
45% Plans, Specifications & Estimate Submision 4/10/2023 35 5/29/2023 B Utility Letter B Submission 4/17/2023 3 4/20/2023 O
QA & QC Review 5/1/2023 3 5/4/2023 P
Lancaster City / Parks Review & Comments 5/16/2023 21 6/6/2023 Y Agencies Submission 6/12/2023 1 6/13/2023 R
Construction Documents 6/1/2023 9/14/2023
50% Construction Documents (PS&E) Submission 6/1/2023 40 7/10/2023 B QA & QC Review 7/10/2023 3 7/13/2023 P
90% Construction Documents (PS&E) Submission 7/10/2023 28 8/7/2023 B Lancaster City / Parks Review & Comments 8/7/2023 289/4/2023 Y QA & QC Review 8/30/2023 3 9/1/2023 P
100% Construction Documents (PS&E) Submission 9/4/2023 10 9/14/2023 B Lancaster City / Parks Review & Comments 9/11/2023 89/19/2023 Y Utility 100% CD (PS&E) Submission 9/11/2023 8 9/19/2023 O Final Construction Documents (PS&E) Signed for Bid9/21/2023 1 9/21/2023 R Construction 9/21/2023 12/21/2024
Construction Advertisement 9/21/2023 10/21/2023 G
Award Construction 10/21/2023 12/21/2023 G
Construction NTP 12/30/2023 1/15/2024 G
Final Construction Documents (PS&E) Signed for Bid1/15/2024 12/21/2024 R Insert new rows ABOVE this one
https://www.vertex42.com/ExcelTemplates/construction-schedule.html Construction Schedule Template © 2017 by Vertex42.com City of Lancaster - Reconstruction, Renovation, and Revitalization of El Dorado Park Construction Schedule Template © 2017 by Vertex42.com
EXHIBIT 2 : Project Schedule

EXHIBIT “3”

FEE SCHEDULE

The Consultant shall maintain separate costs and shall identify the specific costs. The costs under this task order shall include:

A. Task Order 2 – Payment and Fees

Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 3, Page 1 of 2
TASK
NO. DESCRIPTION PRICE

1. PROJECT MANAGEMENT $110,150.00

1.1 Meetings

1.2 Project Management

1.3 Quality Assurance & Quality Control

1.4 Permits

1.5 Deliverables

2. RESEARCH AND UTILITIES $36,434.00

2.1 Research

2.2 Utilities

2.3 Incidental Research

2.4 Deliverables

3. PLANS, SPECIFICATIONS, AND ESTIMATES (PS&E) $609,040.00

3.1 Submittal Requirements

3.1.1 Design Development Plans, Specifications, and Estimate (45%)

3.1.2 50% Construction Documents Plans, Specifications, and Estimate (60%)

3.1.3 90% Construction Documents PS&E (90%)

3.1.4 100% Construction Documents PS&E (100%)

3.1.5 Final Consturction Documents PS&E Signed for Bid

3.2 Specificaitons

3.3 Cost Estimate

3.4 Incidental PS&E

3.5 Deliverables
TOTAL COST*
NOT TO EXCEED $755,624.00
EXHIBIT 3: PAYMENT AND FEES*
Service Group Category 12 (Reference RFQ 769-22)
Architectural and Engineering Final Design – On-Site Facilities El Dorado Park Improvements
(Reference: PWCP 24-008)
Exhibit 3, Page 2 of 2
TASK
NO. DESCRIPTION PRICE
EXHIBIT 3: PAYMENT AND FEES*

TOTAL COST AMOUNT WRITTEN IN WORDS
Seven hundred fifty-five thousand six hundred and twenty-four dollars a. Hours** and Personnel
b. Rate and Personnel
** Hours are for progress tracking purposes only. This is a lump sum not to exceed contract to provide services as described in Exhibit 1, complete. Additional hours and associated costs will only be considered for change in scope and must be authorized in writing prior to expenditure. * In support of Exhibit 3, Consultant shall provide two fee grids (in table format), with an itemized breakdown by:

Project Sr Struc Elec Elec Civil Designer M/P M/P CAD Landscape Cost Land Land Land Land Project Rendering Cost Prin Manager Architect Sr Engr Engr Des Engr Arch/Eng Engr Des Drafting Est Est Prin-I Prin-II Architect CAD Principal Manager Designer Drafter Artsist Est $216 $166 $166 $166 $166 $116 $153 $139 $166 $116 $104 $202 $153 $210 $180 $165 $130 $150 $125 $125 $85 $75 $75 $ 1Project Mnagement $110,150
Meetings 4 20 10 10 10 0 12 10 0 0 12 0 4 8 4 0 4 8 0 0 0 0 $19,624 Project Management Input-Schedules, Reports, Budgets 4 40 8 24 24 0 30 0 24 0 0 26 0 0 18 16 8 0 18 0 0 0 0 $39,796 Quality Assurance/ Quality Control 0 8 8 8 0 0 8 0 8 0 0 0 0 1 4 8 00 6 0 0 0 0 $9,536 Permits 3 16 16 16 16 16 16 20 16 16 20 8 0 1 16 16 8 0 8 10 10 0 0 $36,434 Deliverables 0 2 6 2 3 3 3 3 3 4 4 0 0 0 0 0 0 0 0 0 0 0 0 $4,760 2Research and Utilities $36,434
Research 0 4 8 0 0 0 4 8 0 0 0 8 0 0 8 8 0 0 0 8 8 0 0 $9,772 Utilities 0 16 20 0 8 8 24 0 8 8 0 16 0 0 0 0 0 0 0 0 0 0 0 $17,392 Incidental Research 0 4 12 0 0 0 12 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $4,492 Deliverables 0 0 8 0 0 0 8 0 0 0 0 8 0 0 2 0 0 0 2 0 0 0 0 $4,778 3Plans, Specifications, and Estimates $609,040
Submittal Requirements 0 4 16 8 8 0 8 0 8 0 8 0 0 0 4 8 0 0 4 8 0 0 0 $12,900 Design Development - PS&E (45%) 8 100 120 40 40 40 40 120 4040 140 40 0 4 16 40 80 2 8 10 4 4 0 $136,798 Construction Documents - PS&E (50%) 8 100 128 48 56 48 64 120 56 48 140 64 0 4 16 40 80 2 8 10 4 4 0 $155,142 Construction Documents - PS&E (90%) 4 96 200 40 24 120 40 200 40 160 220 24 0 8 16 40 160 2 16 80 8 8 0 $206,932 Construction Documents - PS&E (100%) 0 8 16 8 8 16 8 16 8 16 24 8 0 2 8 16 24 2 8 16 4 4 0 $30,800 Final Construction Documents PS&E Signed for Bid 2 1640 8 0 8 10 0 8 0 0 8 0 0 4 0 0 0 4 0 0 0 0 $17,678 Specifications 0 16 16 8 8 0 20 0 8 0 0 0 8 0 2 16 0 2 16 0 0 0 $18,830 Cost Estimate 0 8 0 4 4 0 4 0 4 0 0 2 40 0 2 4 8 0 0 0 0 0 8 $13,116 Incidental PS&E 2 4 16 8 8 0 8 0 8 0 0 5 0 0 2 4 8 0 0 0 0 0 $12,030 Deliverables 0 2 4 2 2 0 2 4 2 0 0 0 0 0 2 2 4 0 2 4 0 0 $4,814 Total Hours 35 464 652 234 219 259 321 491 251 292 556 229 48 24 128 222 380 12 94 162 38 20 8 Total Cost $7,560 $77,024 $108,232 $38,844 $36,354 $30,044 $49,113 $68,249 $41,666 $33,872 $57,824 $46,258 $7,344 $5,040 $23,040 $36,630 $49,400 $1,800 $11,750 $20,250 $3,230$1,500 $600 $755,624 TOTAL PROFESSIONAL FEE PROPOSAL
Total
Nuvis IDS
Task & Description
Spohn Ranch
City of Lancaster | Service Group Category 12
El Dorado Park Improvements
Level of Effort ‐ Work Breakdown Fee

IDS GROUP, INC.

Rate Sheet
Title - Association Hourly Rate
Principal $216
Associate Principal $202
Senior Project Manager | Associate $191
Project Manager $166
Senior Architect | Engineer $166
Senior Cost Estimator $153
Project Architect | Engineer $166
Designer Architect | Engineer $139
Engineering Designer - BIM $116
Two Man Survey Crew $290
Architectural Job Captain | Designer $116
CAD Drafting Engineer | Architect $104
Office Administration $64
Expenses such as, but not limited to plan check fees, permits inspections, testing services, title company fees, special delivery charges, plotting/presentation boards, maps, aerial photographs, and reprographics / illustrations that may be required for community or other stakeholder presentations, shall be billed to the owner at Consultant’s direct cost plus 5%.

Nuvis
Landscape Architecture
Rate Sheet
Title - Association Hourly Rate
Principal I $210
Principal II $180
Land Architect $165
Land CAD $130

Spohn Ranch
Skatepark Design
Rate Sheet
Title - Association Hourly Rate
Principal $150
Project Manager $125
Designer $125
Drafter $85
Rendering Artist $75
Cost Estimator $75