Agenda packet — Livermore City Council, February 10, 2025 (part 2 of 2)

Menlo Park, California
December 31, 2024

EXHIBIT D
300
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EXHIBIT D
301

CITY OF LIVERMORE

ALAMEDA COUNTY TRANSPORTATION COMMISSION

VEHICLE REGISTRATION FEE PROGRAM (VRF)
Page | 5

BALANCE SHEET
As of June 30, 2024
Local Streets
and Roads
ASSETS
Cash and Investments 1,450,372$
Measure F Direct Local Distribution Program Receivable 66,299 Total Assets 1,516,671$

LIABILITIES
Accounts Payable 17,955$
Total Liabilities 17,955

FUND BALANCE
Restricted for Measure F Programs and Projects 1,498,716 Total Fund Balances 1,498,716
Total Liabilities & Fund Balances 1,516,671$
See accompanying notes to financial statements

EXHIBIT D
302

CITY OF LIVERMORE

ALAMEDA COUNTY TRANSPORTATION COMMISSION

VEHICLE REGISTRATION FEE PROGRAM (VRF)
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STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2024
Local Streets
and Roads

REVENUES
Measure F Direct Local Distribution Program Revenue
Direct Local Distribution Funds Allocation 394,911$
Interest 53,816
Total Program Revenues 448,727

EXPENDITURES
Measure F Direct Local Distribution Expenses
Construction 384,076
Total Program Expenditures 384,076

REVENUES OVER (UNDER) EXPENDITURES
Net Change in Fund Balance 64,651

FUND BALANCE
Beginning Fund Balance 1,434,065
Ending Fund Balance 1,498,716$
See accompanying notes to the financial statements

EXHIBIT D
303

CITY OF LIVERMORE

ALAMEDA COUNTY TRANSPORTATION COMMISSION

VEHICLE REGISTRATION FEE PROGRAM (VRF)
FOR THE YEAR ENDED JUNE 30, 2024
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NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BACKGROUND
The Measure F Alameda County Vehicle Registration Fee Program (VRF) was approved by the voters in November 2010, with 63 percent of the vote. The collection of the $10 per year vehicle registration fee started in the first week of May 2011. The goal of the VRF is to sustain the County’s transportation network and reduce traffic congestion and vehicle related pollution. The program includes four categories of projects:
• Local Road Improvement and Repair Program (60 percent) • Transit for Congestion Relief (25 percent)
• Local Transportation Technology (10 percent)
• Pedestrian and Bicycle Access and Safety Program (5 percent) The Alameda County Transportation Commission administers the program and distributes an equitable share of the funds among the four planning areas of the county over successive five year cycles. Geographic equity will be measured by a formula, weighted 50 percent by population of the planning area and 50 percent of the registered vehicles of the planning area.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reporting Entity – All transactions of the VRF Program of the City of Livermore, California (City), are combined with other Alameda County Transportation Commission funds which are reported as a separate special revenue fund in the basic financial statements of the City. The VRF Program is used to account for the City’s share of revenues earned and expenditures incurred under the City’s local streets and roads program. The accompanying financial statements include VRF Funds only and are not intended to fairly present t he financial position, results of operations and cash flows of the City in accordance with accounting principles generally accepted in the United States of America.

Basis of Accounting - The accompanying financial statements are prepared on the modified accrual basis of accounting. Revenues are generally recorded when measurable and available, and expenditures are recorded when the related liabilities are incurred.

The accounting and financial reporting treatment applied to a fund is determined by its measurement focus.

All governmental funds are accounted for using a “current financial resources” measurement focus, wherein only current assets and current liabilities generally are included on the balance sheets. Operating statements of governmental funds present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets.

Description of Funds - The accounts are maintained on the basis of fund accounting. A fund is a separate accounting entity with a self -balancing set of accounts. The City uses a Special Revenue Fund to account for the proceeds of specific revenues (other than for capital projects) that are legally restricted to be expended for specified purposes.

EXHIBIT D
304

CITY OF LIVERMORE

ALAMEDA COUNTY TRANSPORTATION COMMISSION

VEHICLE REGISTRATION FEE PROGRAM (VRF)
FOR THE YEAR ENDED JUNE 30, 2024
Page | 8

NOTES TO FINANCIAL STATEMENTS
NOTE 3 – CASH AND INVESTMENTS
Use of Estimates – Management uses estimates and assumptions in preparing the financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the reported revenues and exp enses. Actual results could differ from those estimates.

Cash and investments are maintained on a pooled basis with those of other funds of the City. Pooled cash and investments consist of U.S. Treasury or its agencies, money market funds investing in such obligations, medium term corporate notes that meet specified rating requirements, guaranteed investment contracts and the State Treasurer’s investment pool (Local Agency Investment Fund). All investments are stated at fair value.

Pooled investment earnings are allocated based on the average cash and investme nt balances of the various funds and related entities of the City.

See the City’s Annual Comprehensive Financial Report for disclosures related to cash and investments and the related custodial risk categorization. The ACFR may be obtained from the City of Livermore, 1052 S.

Livermore Avenue, Livermore, CA, 94550.

EXHIBIT D
305
Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards
The Honorable City Council
City of Livermore, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards), the financial statements of the Measure F Funds (Fund) of the City of Livermore, California (City), as of and for the year ended June 30, 2024, and have issued our report thereon dated Report December 31, 2024.

Report on Internal Control Over Financial Reporting
In planning and performing our audit of the financial statements, we considered the Fund's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control.

Accordingly, we do not express an opinion on the effectiveness of the Fund's internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that have not been identified.

Page | 9
What inspires you, inspires us. | eidebailly.com
4040 Campbell Ave., Ste. 200 | Menlo Park, CA 94025-1053 | T 650.522.3400 | F 650.645.7393 | EOE

EXHIBIT D
306
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Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the Measure F Fund's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, grant agreements including the applicable compliance requirements specified in the Measure F agreement between the City and Alameda County Transportation Commission, and noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

Purpose of this Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

Menlo Park, California
December 31, 2024

EXHIBIT D
307
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Independent Auditor’s Report on Compliance
The Honorable Mayor and Members of the City Council
City of Livermore, California
Report on Compliance
Opinion on Compliance with Measure F
We have audited the City of Livermore, California (City) compliance with the compliance requirements applicable to the Measure F Funds (Measure F Funds) of the City of Livermore, California (City), for the year ended June 30, 2024.

In our opinion, the City complied, in all material respects, with the compliance requirements referred to above that are applicable to the Measure F Funds for the year ended June 30, 2024.

Basis for Opinion
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards) issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report.

We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit does not provide a legal determination of the City’s compliance with the compliance requirements referred to above.

Responsibilities of Management for Compliance
Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to the City’s government programs.

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4040 Campbell Ave., Ste. 200 | Menlo Park, CA 94025-1053 | T 650.522.3400 | F 650.645.7393 | EOE

EXHIBIT D
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Auditor’s Responsibilities for the Audit of Compliance
Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, and Government Auditing Standards will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with the requirements of the government program as a whole.

In performing an audit in accordance with GAAS, and Government Auditing Standards, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances.
• Obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance, but not for the purpose of expressing an opinion on the effectiveness of the District’s internal control over compliance. Accordingly, no such opinion is expressed.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit.

Report on Internal Control Over Compliance
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a compliance requirement will not be prevented, or detected and corrected, on a timely basis.

A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.

EXHIBIT D
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Our consideration of internal control over compliance was for the limited purpose described in the "Auditor’s Responsibilities for the Audit of Compliance" section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that have not been identified.

Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.

The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing. Accordingly, this report is not suitable for any other purpose.

Menlo Park, California
December 31, 2024

EXHIBIT D
310
Independent Accountant’s Report on
Applying Agreed‐Upon Procedures Related To
The Article XIII‐B Appropriations Limit Calculation
For the Fiscal Year Ended June 30, 2024
City of Livermore, California
eidebailly.com

EXHIBIT E
311
1 Independent Accountant’s Report on Applying Agreed‐Upon Procedures Related to the Article XIII‐B Appropriations Limit Calculation To the Honorable Mayor and Members of the City Council
of the City of Livermore
Livermore, California
We have performed the procedures enumerated below, on the Appropriations Limit Calculation of the City of Livermore, California (City) prepared in accordance with Article XIII‐B of the California Constitution for the fiscal year ended June 30, 2024. The City’s management is responsible for the Appropriations Limit Calculation.

The City has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assisting the City in evaluating its Appropriations Limit Calculation and we will report on findings based on the procedures performed. Additionally, the City agreed to and acknowledged that the procedures performed are appropriate to meet their purposes. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes.

The procedures performed and associated findings are as follows:

1. We obtained the completed worksheets setting forth the calculations necessary to establish the City's 2023‐2024 appropriations limit calculation and compared the limit and annual adjustment factors included in those worksheets to the limit and annual adjustment factors that were adopted by resolution of the City Council. We also compared the population and inflation options included in the aforementioned worksheets to those that were selected by a recorded vote of the City Council.

Finding: No exceptions were found as a result of this procedure.

2. We added last year's limit to the annual adjustment amount and compared the resulting amount to the 2023‐2024 appropriations limit.

Finding: No exceptions were found as a result of this procedure.

3. We compared the current year information to the worksheets described in No. 1 above and to the information provided by the California State Department of Finance.

Finding: No exceptions were found as a result of this procedure.

4. We agreed the prior year appropriations limit to the prior year appropriations limit adopted by the City Council.

Finding: No exceptions were no as a result of this procedure.

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4040 Campbell Ave., Ste. 200 | Menlo Park, CA 94025-1053 | T 650.522.3400 | F 650.645.7393 | EOE

EXHIBIT E
312

2 We were engaged by the City to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the City’s Appropriation Limit Calculation. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

No procedures have been performed with respect to the determination of the appropriation limit for the base year, as defined by Article XIII-B of the California Constitution.

This report is intended solely for the information and use of the City Council and management of the City and is not intended to be and should not be used by anyone other than those specified parties.

Menlo Park, California
January 14, 2025

EXHIBIT E
313
1 Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards To Honorable Mayor and Members
of the City Council of the City of Livermore
Livermore, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards), the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Livermore, California, (City) as of and for the year ended June 30, 2024, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, and have issued our report thereon dated January 14, 2025.

Internal Control over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control.

Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and therefore, material weaknesses or significant deficiencies may exist that have not been identified. We identified a deficiency in internal control, described in the accompanying Schedule of Findings and Responses as items 2024-001 that we consider to be a material weakness.

What inspires you, inspires us. | eidebailly.com
4040 Campbell Ave., Ste. 200 | Menlo Park, CA 94025-1053 | T 650.522.3400 | F 650.645.7393 | EOE

EXHIBIT F
314

2 Report on Compliance and Other Matters

As part of obtaining reasonable assurance about whether the City’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

City’s Response to Findings

Government Auditing Standards requires the auditor to perform limited procedures on the City’s response to the findings identified in our audit and described in the accompanying Schedule of Findings and Responses. The City’s response was not subjected to the other auditing procedures applied in the audit of the financial statements and, accordingly, we express no opinion on the response.

Purpose of this Report

The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

Menlo Park, California
January 14, 2025

EXHIBIT F
315

3 City of Livermore
Schedule of Findings and Responses
June 30, 2024

The following finding represents a material weakness related to the financial statements that are required to be reported in accordance with Government Auditing Standards.

2024-001 Restatement of the beginning net position of the governmental activities, the fund balance of the Low Income Housing-Special Revenue Fund and the fund balance of the Nonmajor Governmental Funds

Criteria

Management is responsible for the design, implementation, and maintenance of internal controls to ensure the financial statements are free from material misstatement, whether due to error or fraud. Such internal controls should ensure that all notes receivables are reported on the City’s financial statements.

Condition

The prior year financial statements contained an error that was discovered during the current year. The net position of the governmental activities, the fund balance of the Low Income Housing-Special Revenue Fund and the fund balance of the Nonmajor Governmental Funds did not report loans receivables correctly.

Effect

The City restated its financial statements in accordance with Generally Accepted Accounting Principles (GAAP).

Cause

Many of these loans were incorrectly tracked and were not included in the financial statements.

Recommendation

We recommend that management performs an evaluation of the outstanding loans and work with the City’s contractor to ensure all activities presented in the financial statements are in accordance with GAAP.

Views of Responsible Officials

The City agrees with the finding and has restated its beginning net position and fund balance. The Finance and the Housing and Human Services divisions collaborated over the last two years to complete an entire inventory of loans outstanding and believe all loans are now accounted for and recorded correctly. The two divisions are also developing a Housing Loans Policy to ensure that all future loans are recorded and reported correctly on the financial statements.

EXHIBIT F
316
1 January 14, 2025
To Honorable Mayor and Members
of the City Council of the City of Livermore
Livermore, California
We have audited the financial statements of the City of Livermore, California (City) as of and for the year ended June 30, 2024, and have issued our report thereon dated January 14, 2025. Professional standards require that we advise you of the following matters relating to our audit.

We are currently performing the audit of the City’s federal award programs (Single Audit) and anticipate issuing our report thereon prior to March 31, 2025.

Our Responsibility in Relation to the Financial Statement Audit under Generally Accepted Auditing Standards and Government Auditing Standards
As communicated in our letter dated October 15, 2024, our responsibility, as described by professional standards, is to form and express an opinion about whether the financial statements that have been prepared by management with your oversight are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America. Our audit of the financial statements does not relieve you or management of its respective responsibilities.

Our responsibility, as prescribed by professional standards, is to plan and perform our audit to obtain reasonable, rather than absolute, assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, as part of our audit, we considered the internal control of the City solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control.

We are also responsible for communicating significant matters related to the audit that are, in our professional judgment, relevant to your responsibilities in overseeing the financial reporting process.

However, we are not required to design procedures for the purpose of identifying other matters to communicate to you.

We have provided our comments regarding internal controls during our audit in our Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards dated January 14, 2025.

What inspires you, inspires us. | eidebailly.com
4040 Campbell Ave., Ste. 200 | Menlo Park, CA 94025-1053 | T 650.522.3400 | F 650.645.7393 | EOE

EXHIBIT G
317
2 Planned Scope and Timing of the Audit
We conducted our audit consistent with the planned scope and timing we previously communicated to you.

Compliance with All Ethics Requirements Regarding Independence The engagement team, others in our firm, as appropriate, our firm, and other firms utilized in the engagement, if applicable, have complied with all relevant ethical requirements regarding independence.

Qualitative Aspects of the Entity’s Significant Accounting Practices Significant Accounting Policies
Management has the responsibility to select and use appropriate accounting policies. A summary of the significant accounting policies adopted by the City is included in Note 1 to the financial statements. There have been no initial selection of accounting policies and no changes in significant accounting policies or their application during the fiscal year, except for the implementation of GASB Statement No. 100, Accounting Changes and Error Corrections, and a change in the measurement date of its net OPEB liability, as described in note 19 to the financial statements.

No matters have come to our attention that would require us, under professional standards, to inform you about (1) the methods used to account for significant unusual transactions and (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus.

Significant Accounting Estimates
Accounting estimates are an integral part of the financial statements prepared by management and are based on management’s current judgments. Those judgments are normally based on knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ markedly from management’s current judgments.

The most sensitive accounting estimates affecting the financial statements are related to the City Pension, Other Postemployment Benefits (OPEB), and insurance liabilities.

Management’s estimate of the City Pension, OPEB and insurance liabilities is based on actuarial estimated performed by management specialists.

We evaluated the key factors and assumptions used to develop the management estimates and determined that they are reasonable in relation to the basic financial statements taken as a whole.

EXHIBIT G
318

3 Financial Statement Disclosures

Certain financial statement disclosures involve significant judgment and are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting the City’s financial statements relate to the following:

• Note 1 summarizes the City’s accounting policies and describes significant changes in accounting policies. The City’s measurement date related to its Other Postemployment Liability was changed which is described in Note 19.

• Note 11 describes the valuation of the City’s net pension liability and related deferred outflows and inflows of resources. Such amounts are sensitive to the underlying actuarial assumptions used including, but not limited to, the investment rate of return and discount rate. As disclosed, a one percent increase or decrease in the discount rate has a material effect on the City’s net pension liability.

• Note 12 describes the City’s postemployment benefits liability and related deferred outflows and inflows of resources are sensitive to the underlying actuarial assumptions used including, but not limited to, the discount rate and healthcare cost trend rate. As disclosed, a one percent increase or decrease in the discount rate or the healthcare cost trend rate has a material effect on the City’s post-employment benefits liability.

Significant Difficulties Encountered during the Audit

We encountered no significant difficulties in dealing with management relating to the performance of the audit.

Uncorrected and Corrected Misstatements

For purposes of this communication, professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that we believe are trivial, and communicate them to the appropriate level of management. Further, professional standards require us to also communicate the effect of uncorrected misstatements related to prior periods on the relevant classes of transactions, account balances or disclosures, and the financial statements as a whole. There were no uncorrected or corrected missstatements identified as a result of our audit procedures.

Disagreements with Management

For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter, which could be significant to the financial statements or the auditor’s report. No such disagreements arose during the course of the audit. Representations Requested from Management

EXHIBIT G
319

4 Circumstances that Affect the Form and Content of the Auditor’s Report

For purposes of this letter, professional standards require that we communicate any circumstances that affect the form and content of our auditor’s report. Our report contains an emphasis of matter for the implementation of the GASB Statement 100, Accounting Changes and Error Corrections and an emphasis of matter relating to a correction of an error as follows:

Restatement Due to Correction of an Error

As discussed in Note 19 to the financial statements, the prior year financial statements contained an error that was discovered during the current year. The prior year financial statements understated and, in some instances, overstated certain notes receivables. Accordingly, the beginning net position of the governmental activities, the fund b alance of the Low -Income Housing-Special Revenue Fund and the fund balance of the Nonmajor Governmental Funds has been restated to incorporate the change in notes receivables. Our opinions are not modified with respect to this matter.

Change in Accounting Principle

As discussed in Note 19 to the financial statements, the City changed the measurement date of its Net OPEB Liability. The beginning net position of the Governmental Activities, Business Type Activities, the Airport, the Water, the Sewer, the Stormwater and the Internal Service funds have been restated to reflect that change. Our opinion is not modified with respect to that matter.

Representations Requested from Management

We have requested certain written representations from management which are included in the management representation letter dated January 14, 2025.

Management’s Consultations with Other Accountants

In some cases, management may decide to consult with other accountants about auditing and accounting matters. Management informed us that, and to our knowledge, there were no consultations with other accountants regarding auditing and accounting matters.

EXHIBIT G
320

5 Other Significant Matters, Findings, or Issues

In the normal course of our professional association with the City, we generally discuss a variety of matters, including the application of accounting principles and auditing standards, operating conditions affecting the entity, and operating plans and strategies that may affect the risks of material misstatement. None of the matters discussed resulted in a condition to our retention as the City’s auditors.

Other Information in Documents Containing Audited Financial Statements

Pursuant to professional standards, our responsibility as auditors for other information in documents containing the City’s audited financial statements does not extend beyond the financial information identified in the audit report, and we are not required to perform any procedures to corroborate such other information.

In accordance with such standards, we have read the introductory and statistical sections of the City annual comprehensive financial report and considered whether such information, or the manner of its presentation, as materially inconsistent with its presentation in the financial statements.

Our responsibility also includes communicating to you any information which we believe is a material misstatement of fact. Nothing came to our attention that caused us to believe that such information, or its manner of presentation, is materially inconsistent with the information, or manner of its presentation, appearing in the financial statements.

The financial statements include investment in Livermore Pleasanton Fire Department (Department) using the equity interest method, which we considered to be a significant component of the financial statements of the governmental activities of the City. Consistent with the audit of the financial statements as a whole, our audit included obtaining an understanding of the Department and their environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements of Department and completion of further audit procedures.

The financial statements include investment in Livermore Amador Valley Water Management Agency (Agency) using the equity interest method, which we considered to be a significant component of the financial statements of the Water Fund and Business-Type Activities. The financial statements of the Agency were audited by other auditors. Eide Bailly assumed responsibility for the audit of the financial statements of the Agency and no reference is made in the auditor’s report to the other auditor.

Consistent with the audit of the financial statements as a whole, our audit included obtaining an understanding of the Agency and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements of the City and completion of further audit procedures. Additionally, our audit procedures included obtaining and reading their auditor’s report and the related financial statements.

EXHIBIT G
321
6 This report is intended solely for the information and use of the governing board, and management of the City and is not intended to be, and should not be, used by anyone other than these specified parties.

Menlo Park, California

EXHIBIT G
322

CITY COUNCIL STAFF REPORT
ITEM NO. 5.8

DATE:

February 10, 2025
TO:

Honorable Mayor and City Council
FROM:

Tina Olson, Administrative Services Director
SUBJECT:

Resolution amending the City of Livermore Salary Plan dated February 2025 in accordance with California Code of Regulations, Title 2, Section 570.5 and establish a new classification of Supervising Crime and Intelligence Analyst (Class Code 4152) and assign it to the Association of Livermore Employees salary schedule.

RECOMMENDED ACTION

Staff recommends approving a resolution amending the City of Livermore Salary Plan dated February 2025 in accordance with California Code of Regulations, Title 2, Section 570.5 and establish a new classification of Supervising Crime and Intelligence Analyst (Class Code 4152) and assign it to the Association of Livermore Employees salary schedule.

SUMMARY
Staff recommends approving the following changes to the salary plan:

Establish a new classification of Supervising Crime & Intelligence Analyst (Class Code 4152) and assign it to the Association of Livermore Employees salary schedule.

DISCUSSION
The Supervising Crime & Intelligence Analyst (
Class Code 4152
)
was a new FTE in the approved 2024-
2025 fiscal year budget. This position is required to maintain the span of control ov er the Police
Department's Crime Analyst unit. We are recommending this new classification be assigned to the Association of Livermore Employees with
salary steps of $
9,872.43 - $10,366.05 - $10,884.35 -
$11,428.57 - $12,000.00
.

FISCAL AND ADMINISTRATIVE IMPACTS

There is no fiscal impact as this position has already been authorized and budged for in the 2024-2025 fiscal year budget.

323

COMMUNITY PILLAR

5: A City that Works

GOAL

8: Attract, develop, engage, and retain a diverse and highly skilled workforce across the organization.

ATTACHMENTS

1. Resolution

2. Exhibit A - Salary Plan effective February 2025

Prepared by: Kristen Hilton
Human Resource Manager

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AMENDING THE CITY OF LIVERMORE SALARY
PLAN DATED FEBRUARY 2025, IN ACCORDANCE WITH
CALIFORNIA CODE OF REGULATIONS, TITLE 2, SECTION 570.5
The proposed City of Livermore Salary Plan, attached hereto as Exhibit A, is intended to make the following amendments:
 Add a new classification of Supervising Crime & Intelligence Analyst (Class Code 4152) to the Association of Livermore Employees salary schedule with salary steps of $9,872.43 - $10,366.05 - $10,884.35 - $11,428.57 - $12,000.00.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that, in accordance with California Code of Regulations, Title 2, Section 570.5, it hereby approves the amended Salary Plan dated February 2025, attached hereto as Exhibit A.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on February 10, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Jason R. Alcala_________________ Deborah L. Elam Jason R. Alcala
City Clerk City Attorney
Exhibit A – Salary Plan effective February 2025
325
Salar
y
Plan
February
2025

EXHIBIT A
326
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E
4001 ACCOUNT CLERK 68,953.04 72,252.74 75,707.19 79,334.37 83,142.92 5,746.09 6,021.06 6,308.93 6,611.20 6,928.58
1,326.02 1,389.48 1,455.91 1,525.66 1,598.90

33.1505 34.7369 36.3977 38.1415 39.9726
4000 ACCOUNT CLERK, JUNIOR 62,584.39 65,555.44 68,675.03 71,950.60 75,389.94 5,215.37 5,462.95 5,722.92 5,995.88 6,282.50
1,203.55 1,260.68 1,320.67 1,383.67 1,449.81

30.0887 31.5170 33.0168 34.5916 36.2452
4002 ACCOUNT CLERK, SENIOR 74,928.22 78,516.44 82,284.08 86,240.11 90,393.94 6,244.02 6,543.04 6,857.01 7,186.68 7,532.83
1,440.93 1,509.93 1,582.39 1,658.46 1,738.35

36.0232 37.7483 39.5597 41.4616 43.4586
4020 ACCOUNTANT, JUNIOR 89,325.06 93,672.37 98,237.06 103,029.98 108,062.56 7,443.76 7,806.03 8,186.42 8,585.83 9,005.21
1,717.79 1,801.39 1,889.17 1,981.35 2,078.13

42.9447 45.0348 47.2294 49.5336 51.9532
4010 ACCOUNTING TECHNICIAN 79,511.76 83,329.18 87,337.46 91,546.15 95,965.29 6,625.98 6,944.10 7,278.12 7,628.85 7,997.11
1,529.07 1,602.48 1,679.57 1,760.50 1,845.49

38.2268 40.0621 41.9892 44.0126 46.1372
4030 ADMINISTRATIVE 83,255.69 87,260.30 91,465.13 95,880.22 100,516.05 ASSISTANT 6,937.97 7,271.69 7,622.09 7,990.02 8,376.34
1,601.07 1,678.08 1,758.94 1,843.85 1,933.00

40.0268 41.9521 43.9736 46.0963 48.3250
4052 ADMINISTRATIVE CLERK I 62,584.43 65,555.48 68,675.08 71,950.64 75,389.99 5,215.37 5,462.96 5,722.92 5,995.89 6,282.50
1,203.55 1,260.68 1,320.67 1,383.67 1,449.81

30.0887 31.5171 33.0169 34.5917 36.2452
4051 ADMINISTRATIVE CLERK II 67,020.56 70,213.40 73,565.88 77,086.02 80,782.13 5,585.05 5,851.12 6,130.49 6,423.84 6,731.84
1,288.86 1,350.26 1,414.73 1,482.42 1,553.50

32.2214 33.7564 35.3682 37.0606 38.8376
4040 ADMINISTRATIVE 83,255.69 87,260.30 91,465.13 95,880.22 100,516.05 TECHNICIAN 6,937.97 7,271.69 7,622.09 7,990.02 8,376.34 1,601.07 1,678.08 1,758.94 1,843.85 1,933.00

40.0268 41.9521 43.9736 46.0963 48.3250
5000 AIRPORT SERVICE 72,950.62 76,439.99 80,103.81 83,950.82 87,990.18 ATTENDANT 6,079.22 6,370.00 6,675.32 6,995.90 7,332.52
1,402.90 1,470.00 1,540.46 1,614.44 1,692.12

35.0724 36.7500 38.5115 40.3610 42.3030
5001 AIRPORT SERVICE 78,190.12 81,941.45 85,880.34 90,016.19 94,358.83 ATTENDANT SENIOR 6,515.84 6,828.45 7,156.70 7,501.35 7,863.24 1,503.66 1,575.80 1,651.55 1,731.08 1,814.59

37.5914 39.3949 41.2886 43.2770 45.3648

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES

EXHIBIT A
327
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4060 ANIMAL CONTROL 82,607.70 86,579.91 90,750.72 95,130.07 99,728.39 OFFICER 6,883.98 7,214.99 7,562.56 7,927.51 8,310.70
1,588.61 1,665.00 1,745.21 1,829.42 1,917.85

39.7152 41.6250 43.6302 45.7356 47.9463
5010 ASSET MANAGEMENT 110,974.89 116,365.47 122,025.56 127,968.67 134,208.91 SPECIALIST 9,247.91 9,697.12 10,168.80 10,664.06 11,184.08 2,134.13 2,237.80 2,346.65 2,460.94 2,580.94

53.3533 55.9449 58.6661 61.5234 64.5235
4130 BUILDING INSPECTOR I 97,695.17 102,421.76 107,384.66 112,595.72 118,067.32 8,141.26 8,535.15 8,948.72 9,382.98 9,838.94
1,878.75 1,969.65 2,065.09 2,165.30 2,270.53

46.9688 49.2412 51.6272 54.1326 56.7631
4131 BUILDING INSPECTOR II 104,915.81 110,003.43 115,345.42 120,954.51 126,844.05 8,742.98 9,166.95 9,612.12 10,079.54 10,570.34
2,017.61 2,115.45 2,218.18 2,326.05 2,439.31

50.4403 52.8863 55.4545 58.1512 60.9827
4132 BUILDING INSPECTOR III 107,961.41 113,201.30 118,703.18 124,480.15 130,545.98 8,996.78 9,433.44 9,891.93 10,373.35 10,878.83
2,076.18 2,176.95 2,282.75 2,393.85 2,510.50

51.9045 54.4237 57.0688 59.8462 62.7625
4133 BUILDING INSPECTOR, 113,201.30 118,703.18 124,480.15 130,545.98 136,915.11 SENIOR 9,433.44 9,891.93 10,373.35 10,878.83 11,409.59
2,176.95 2,282.75 2,393.85 2,510.50 2,632.98

54.4237 57.0688 59.8462 62.7625 65.8246
4093 CIVIL ENGINEER, 116,342.66 122,001.62 127,943.50 134,182.51 140,733.47 ASSISTANT 9,695.22 10,166.80 10,661.96 11,181.88 11,727.79 2,237.36 2,346.19 2,460.45 2,580.43 2,706.41

55.9340 58.6546 61.5113 64.5108 67.6603
4100 CIVIL ENGINEER, 125,918.37 132,056.12 138,500.76 145,267.62 152,372.83 ASSOCIATE 10,493.20 11,004.68 11,541.73 12,105.64 12,697.74 2,421.51 2,539.54 2,663.48 2,793.61 2,930.25

60.5377 63.4885 66.5869 69.8402 73.2562
4091 CIVIL ENGINEER, JUNIOR 102,439.25 107,403.03 112,615.00 118,087.58 123,833.78 8,536.60 8,950.25 9,384.58 9,840.63 10,319.48
1,969.99 2,065.44 2,165.67 2,270.92 2,381.42

49.2496 51.6361 54.1418 56.7729 59.5355
4140 COMMUNITY 73,038.02 76,531.74 80,200.17 84,051.99 88,096.43 SERVICE SPECIALIST 6,086.50 6,377.65 6,683.35 7,004.33 7,341.37 1,404.58 1,471.76 1,542.31 1,616.38 1,694.16

35.1144 36.7941 38.5578 40.4096 42.3541
4141 COMMUNITY 76,209.50 79,980.13 83,939.31 88,096.43 92,461.41 SERVICE SPECIALIST II 6,350.79 6,665.01 6,994.94 7,341.37 7,705.12 1,465.57 1,538.08 1,614.22 1,694.16 1,778.10

36.6392 38.4520 40.3554 42.3541 44.4526

EXHIBIT A
328
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4150 CRIME & INTELLIGENCE 94,785.75 99,366.87 104,177.02 109,227.71 114,530.91 ANALYST 7,898.81 8,280.57 8,681.42 9,102.31 9,544.24
1,822.80 1,910.90 2,003.40 2,100.53 2,202.52

45.5701 47.7725 50.0851 52.5133 55.0629
4152 CRIME & INTELLIGENCE 118,469.16 124,392.61 130,612.24 137,142.86 144,000.00 ANALYST, SUPERVISING* 9,872.43 10,366.05 10,884.35 11,428.57 12,000.00 2,278.25 2,392.17 2,511.77 2,637.36 2,769.23

56.9563 59.8041 62.7944 65.9341 69.2308
4160 CRIME PREVENTION 78,744.53 82,523.58 86,491.57 90,657.97 95,032.69 SPECIALIST 6,562.04 6,876.97 7,207.63 7,554.83 7,919.39 1,514.32 1,586.99 1,663.30 1,743.42 1,827.55

37.8580 39.6748 41.5825 43.5856 45.6888
4170 CRISIS INTERVENTION 100,608.08 105,558.99 110,757.46 116,215.85 121,947.16 SPECIALIST 8,384.01 8,796.58 9,229.79 9,684.65 10,162.26 1,934.77 2,029.98 2,129.95 2,234.92 2,345.14

48.3693 50.7495 53.2488 55.8730 58.6284
4050 DIVISION CLERK 70,575.34 73,945.94 77,485.06 81,201.13 85,103.02 5,881.28 6,162.16 6,457.09 6,766.76 7,091.92
1,357.22 1,422.04 1,490.10 1,561.56 1,636.60

33.9305 35.5509 37.2524 39.0390 40.9149
4180 ECONOMIC DEVELOPMENT 91,264.84 95,669.92 100,295.25 105,151.83 110,251.23 SPECIALIST 7,605.40 7,972.49 8,357.94 8,762.65 9,187.60 1,755.09 1,839.81 1,928.75 2,022.15 2,120.22

43.8773 45.9952 48.2189 50.5538 53.0054
5090 ELECTRICIAN 97,836.02 102,608.89 107,620.41 112,882.49 118,407.69 8,153.00 8,550.74 8,968.37 9,406.87 9,867.31
1,881.46 1,973.25 2,069.62 2,170.82 2,277.07

47.0366 49.3312 51.7406 54.2704 56.9268
4092 ENGINEER, ASSISTANT 110,974.88 116,365.46 122,025.55 127,968.66 134,208.90 9,247.91 9,697.12 10,168.80 10,664.06 11,184.08
2,134.13 2,237.80 2,346.65 2,460.94 2,580.94

53.3533 55.9449 58.6661 61.5234 64.5235
4090 ENGINEER, JUNIOR 97,711.83 102,439.27 107,403.04 112,615.01 118,087.59 8,142.65 8,536.61 8,950.25 9,384.58 9,840.63
1,879.07 1,969.99 2,065.44 2,165.67 2,270.92

46.9768 49.2497 51.6361 54.1418 56.7729
4080 ENGINEERING SPECIALIST 110,974.88 116,365.46 122,025.55 127,968.66 134,208.90 9,247.91 9,697.12 10,168.80 10,664.06 11,184.08
2,134.13 2,237.80 2,346.65 2,460.94 2,580.94

53.3533 55.9449 58.6661 61.5234 64.5235
4070 ENGINEERING 95,602.88 100,224.84 105,077.91 110,173.63 115,524.14 TECHNICIAN, ASSIST 7,966.91 8,352.07 8,756.49 9,181.14 9,627.01 1,838.52 1,927.40 2,020.73 2,118.72 2,221.62

45.9629 48.1850 50.5182 52.9681 55.5405

EXHIBIT A
329
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4071 ENGINEERING 102,439.25 107,403.03 112,615.00 118,087.58 123,833.78 TECHNICIAN, ASSOC 8,536.60 8,950.25 9,384.58 9,840.63 10,319.48 1,969.99 2,065.44 2,165.67 2,270.92 2,381.42

49.2496 51.6361 54.1418 56.7729 59.5355
4072 ENGINEERING 106,376.57 111,537.23 116,955.91 122,645.53 128,619.63 TECHNICIAN, SENIOR 8,864.71 9,294.77 9,746.33 10,220.46 10,718.30 2,045.70 2,144.95 2,249.15 2,358.57 2,473.45

51.1426 53.6237 56.2288 58.9642 61.8364
5030 FACILITIES MAINTENANCE 62,249.61 65,203.90 68,305.93 71,563.04 74,983.02 TRAINEE 5,187.47 5,433.66 5,692.16 5,963.59 6,248.59
1,197.11 1,253.92 1,313.58 1,376.21 1,441.98

29.9277 31.3480 32.8394 34.4053 36.0495
5031 FACILITIES MAINTENANCE 69,575.53 72,896.12 76,382.74 80,043.70 83,887.71 WORKER I 5,797.96 6,074.68 6,365.23 6,670.31 6,990.64
1,337.99 1,401.85 1,468.90 1,539.30 1,613.23

33.4498 35.0462 36.7225 38.4826 40.3306
5032 FACILITIES MAINTENANCE 74,531.69 78,100.10 81,846.93 85,781.11 89,911.98 WORKER II 6,210.97 6,508.34 6,820.58 7,148.43 7,492.67
1,433.30 1,501.93 1,573.98 1,649.64 1,729.08

35.8325 37.5481 39.3495 41.2409 43.2269
5033 FACILITIES MAINTENANCE 78,190.12 81,941.45 85,880.34 90,016.19 94,358.83 WORKER, SENIOR 6,515.84 6,828.45 7,156.70 7,501.35 7,863.24 1,503.66 1,575.80 1,651.55 1,731.08 1,814.59

37.5914 39.3949 41.2886 43.2770 45.3648
5034 FACILITIES MAINTENANCE 87,853.08 92,087.54 96,533.75 101,202.26 106,104.20 WORKER, SUPERVISING 7,321.09 7,673.96 8,044.48 8,433.52 8,842.02 1,689.48 1,770.91 1,856.42 1,946.20 2,040.47

42.2371 44.2729 46.4105 48.6549 51.0116
4190 FAMILY THERAPIST 96,171.95 100,822.38 105,705.32 110,832.40 116,215.85 8,014.33 8,401.87 8,808.78 9,236.03 9,684.65
1,849.46 1,938.89 2,032.79 2,131.39 2,234.92

46.2365 48.4723 50.8199 53.2848 55.8730
5040 FLEET SERVICES WORKER 62,249.65 65,203.96 68,305.98 71,563.09 74,983.07 5,187.47 5,433.66 5,692.17 5,963.59 6,248.59
1,197.11 1,253.92 1,313.58 1,376.21 1,441.98

29.9277 31.3481 32.8394 34.4053 36.0496
4200 GIS SPECIALIST 110,974.88 116,365.44 122,025.54 127,968.65 134,208.89 9,247.91 9,697.12 10,168.80 10,664.05 11,184.07
2,134.13 2,237.80 2,346.65 2,460.94 2,580.94

53.3533 55.9449 58.6661 61.5234 64.5235
5050 GROUNDSKEEPER 62,249.61 65,203.90 68,305.92 71,563.03 74,983.01 TRAINEE 5,187.47 5,433.66 5,692.16 5,963.59 6,248.58
1,197.11 1,253.92 1,313.58 1,376.21 1,441.98

29.9277 31.3480 32.8394 34.4053 36.0495

EXHIBIT A
330
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
5051 GROUNDSKEEPER I 69,575.53 72,896.12 76,382.74 80,043.70 83,887.71 5,797.96 6,074.68 6,365.23 6,670.31 6,990.64
1,337.99 1,401.85 1,468.90 1,539.30 1,613.23

33.4498 35.0462 36.7225 38.4826 40.3306
5052 GROUNDSKEEPER II 74,531.69 78,100.11 81,846.93 85,781.11 89,911.98 6,210.97 6,508.34 6,820.58 7,148.43 7,492.67
1,433.30 1,501.93 1,573.98 1,649.64 1,729.08

35.8325 37.5481 39.3495 41.2409 43.2269
5053 GROUNDSKEEPER III 78,190.12 81,941.45 85,880.34 90,016.19 94,358.83 6,515.84 6,828.45 7,156.70 7,501.35 7,863.24
1,503.66 1,575.80 1,651.55 1,731.08 1,814.59

37.5914 39.3949 41.2886 43.2770 45.3648
5055 GROUNDSKEEPER, 87,853.08 92,087.54 96,533.75 101,202.26 106,104.20 SUPERVISING 7,321.09 7,673.96 8,044.48 8,433.52 8,842.02 1,689.48 1,770.91 1,856.42 1,946.20 2,040.47

42.2371 44.2729 46.4105 48.6549 51.0116
4210 INFORMATION 83,064.65 87,098.95 91,334.97 95,782.79 100,452.99 TECHNOLOGY TECHNICIAN 6,922.05 7,258.25 7,611.25 7,981.90 8,371.08 1,597.40 1,674.98 1,756.44 1,841.98 1,931.79

39.9349 41.8745 43.9110 46.0494 48.2947
4211 INFORMATION TECHNOLOGY 91,066.74 95,501.14 100,157.26 105,046.20 110,179.57 TECHNICIAN, SENIOR 7,588.90 7,958.43 8,346.44 8,753.85 9,181.63 1,751.28 1,836.56 1,926.10 2,020.12 2,118.84

43.7821 45.9140 48.1525 50.5030 52.9710
5054 LANDSCAPE MAINTENANCE 83,532.03 87,550.44 91,769.78 96,200.09 100,851.92 SPECIALIST 6,961.00 7,295.87 7,647.48 8,016.67 8,404.33 1,606.39 1,683.66 1,764.80 1,850.00 1,939.46

40.1596 42.0916 44.1201 46.2500 48.4865
4230 LIBRARIAN I 75,348.04 78,957.27 82,746.95 86,726.12 90,904.24 6,279.00 6,579.77 6,895.58 7,227.18 7,575.35
1,449.00 1,518.41 1,591.29 1,667.81 1,748.16

36.2250 37.9602 39.7822 41.6953 43.7040
4231 LIBRARIAN II 83,415.29 87,427.88 91,641.09 96,064.96 100,710.03 6,951.27 7,285.66 7,636.76 8,005.41 8,392.50
1,604.14 1,681.31 1,762.33 1,847.40 1,936.73

40.1035 42.0326 44.0582 46.1851 48.4183
4221 LIBRARY ASSISTANT 71,002.14 74,394.06 77,955.59 81,695.19 85,621.79 5,916.85 6,199.51 6,496.30 6,807.93 7,135.15
1,365.43 1,430.66 1,499.15 1,571.06 1,646.57

34.1356 35.7664 37.4787 39.2765 41.1643
4222 LIBRARY ASSISTANT, 79,511.76 83,329.18 87,337.46 91,546.15 95,965.29 SUPERVISING 6,625.98 6,944.10 7,278.12 7,628.85 7,997.11 1,529.07 1,602.48 1,679.57 1,760.50 1,845.49

38.2268 40.0621 41.9892 44.0126 46.1372

EXHIBIT A
331
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4220 LIBRARY CLERK 62,584.43 65,555.48 68,675.08 71,950.64 75,389.99 5,215.37 5,462.96 5,722.92 5,995.89 6,282.50
1,203.55 1,260.68 1,320.67 1,383.67 1,449.81

30.08867 31.51706 33.01687 34.59165 36.24519
5060 MAINTENANCE 62,249.61 65,203.90 68,305.92 71,563.03 74,983.01 TRAINEE 5,187.47 5,433.66 5,692.16 5,963.59 6,248.58
1,197.11 1,253.92 1,313.58 1,376.21 1,441.98

29.92770 31.34803 32.83938 34.40530 36.04952
5061 MAINTENANCE 69,575.53 72,896.12 76,382.74 80,043.70 83,887.71 WORKER I 5,797.96 6,074.68 6,365.23 6,670.31 6,990.64
1,337.99 1,401.85 1,468.90 1,539.30 1,613.23

33.44977 35.04621 36.72247 38.48255 40.33063
5062 MAINTENANCE 74,531.69 78,100.10 81,846.93 85,781.11 89,911.98 WORKER II 6,210.97 6,508.34 6,820.58 7,148.43 7,492.67
1,433.30 1,501.93 1,573.98 1,649.64 1,729.08

35.83254 37.54813 39.34949 41.24092 43.22691
5063 MAINTENANCE 78,190.12 81,941.45 85,880.34 90,016.19 94,358.83 WORKER III 6,515.84 6,828.45 7,156.70 7,501.35 7,863.24 1,503.66 1,575.80 1,651.55 1,731.08 1,814.59

37.59140 39.39493 41.28863 43.27701 45.36482
5070 MECHANIC 86,146.96 90,296.14 94,652.75 99,227.22 104,030.41 7,178.91 7,524.68 7,887.73 8,268.94 8,669.20
1,656.67 1,736.46 1,820.25 1,908.22 2,000.58

41.41681 43.41161 45.50613 47.70539 50.01462
5071 MECHANIC SENIOR 93,456.84 97,971.51 102,711.90 107,689.32 112,915.62 7,788.07 8,164.29 8,559.33 8,974.11 9,409.64
1,797.25 1,884.07 1,975.23 2,070.95 2,171.45

44.93117 47.10169 49.38072 51.77371 54.28636
4240 NEIGHBORHOOD 102,439.25 107,403.03 112,615.00 118,087.58 123,833.78 PRESERVATION OFFICER 8,536.60 8,950.25 9,384.58 9,840.63 10,319.48 1,969.99 2,065.44 2,165.67 2,270.92 2,381.42

49.24964 51.63607 54.14183 56.77288 59.53547
5020 PARTS AND INVENTORY 72,767.98 76,248.19 79,902.42 83,739.36 87,768.16 CONTROL WORKER 6,064.00 6,354.02 6,658.54 6,978.28 7,314.01 1,399.38 1,466.31 1,536.59 1,610.37 1,687.85

34.98461 36.65778 38.41463 40.25931 42.19623
4250 PERMIT TECHNICIAN 74,087.65 77,633.85 81,357.37 85,267.06 89,372.24 6,173.97 6,469.49 6,779.78 7,105.59 7,447.69
1,424.76 1,492.96 1,564.56 1,639.75 1,718.70

35.61906 37.32397 39.11412 40.99378 42.96742
4251 PERMIT TECHNICIAN II 79,052.31 82,846.74 86,830.91 91,014.27 95,406.80 6,587.69 6,903.90 7,235.91 7,584.52 7,950.57
1,520.24 1,593.21 1,669.83 1,750.27 1,834.75

38.00592 39.83016 41.74563 43.75686 45.86865

EXHIBIT A
332
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4260 PLAN CHECK ENGINEER 125,813.43 131,945.92 138,385.03 145,146.12 152,245.26 10,484.45 10,995.49 11,532.09 12,095.51 12,687.11
2,419.49 2,537.42 2,661.25 2,791.27 2,927.79

60.48723 63.43554 66.53126 69.78179 73.19484
4120 PLANNER, ASSISTANT 102,132.14 107,080.58 112,276.43 117,732.08 123,460.49 8,511.01 8,923.38 9,356.37 9,811.01 10,288.37
1,964.08 2,059.24 2,159.16 2,264.08 2,374.24

49.10199 51.48105 53.97905 56.60196 59.35600
4121 PLANNER, ASSOCIATE 117,732.08 123,460.49 129,475.34 135,790.93 142,422.30 9,811.01 10,288.37 10,789.61 11,315.91 11,868.53
2,264.08 2,374.24 2,489.91 2,611.36 2,738.89

56.60196 59.35600 62.24776 65.28410 68.47226
4122 PLANNER, SENIOR 123,460.52 129,475.36 135,790.95 142,422.32 149,385.26 10,288.38 10,789.61 11,315.91 11,868.53 12,448.77
2,374.24 2,489.91 2,611.36 2,738.89 2,872.79

59.35602 62.24777 65.28411 68.47227 71.81984
4270 POLICE CLERK 68,698.19 71,974.91 75,415.49 79,028.10 82,821.31 5,724.85 5,997.91 6,284.62 6,585.68 6,901.78
1,321.12 1,384.13 1,450.30 1,519.77 1,592.72

33.02798 34.60332 36.25745 37.99428 39.81794
4271 POLICE CLERK, 71,974.99 75,415.56 79,028.17 82,821.39 86,804.29 SENIOR 5,997.92 6,284.63 6,585.68 6,901.78 7,233.69
1,384.13 1,450.30 1,519.77 1,592.72 1,669.31

34.60336 36.25748 37.99431 39.81798 41.73283
4272 POLICE CLERK, 84,831.42 88,914.81 93,202.37 97,704.33 102,431.36 SUPERVISING 7,069.29 7,409.57 7,766.86 8,142.03 8,535.95 1,631.37 1,709.90 1,792.35 1,878.93 1,969.83

40.78434 42.74750 44.80883 46.97324 49.24585
4280 POLICE IDENTIFICATION 86,417.20 90,579.87 94,950.69 99,540.05 104,358.89 TECHNICIAN 7,201.43 7,548.32 7,912.56 8,295.00 8,696.57 1,661.87 1,741.92 1,825.97 1,914.23 2,006.90

41.54673 43.54801 45.64937 47.85579 50.17254
4290 PROPERTY AND EVIDENCE 73,038.02 76,531.74 80,200.17 84,051.99 88,096.43 SPECIALIST 6,086.50 6,377.65 6,683.35 7,004.33 7,341.37 1,404.58 1,471.76 1,542.31 1,616.38 1,694.16

35.11443 36.79411 38.55777 40.40961 42.35405
4291 PROPERTY AND EVIDENCE 82,452.76 86,417.22 90,579.89 94,950.72 99,540.07 SPECIALIST, SUPERVISING 6,871.06 7,201.44 7,548.32 7,912.56 8,295.01 1,585.63 1,661.87 1,741.92 1,825.98 1,914.23

39.64075 41.54674 43.54802 45.64938 47.85580
4300 PUBLIC SAFETY 84,831.42 88,914.81 93,202.37 97,704.33 102,431.36 DISPATCHER 7,069.29 7,409.57 7,766.86 8,142.03 8,535.95 1,631.37 1,709.90 1,792.35 1,878.93 1,969.83

40.78434 42.74750 44.80883 46.97324 49.24585

EXHIBIT A
333
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
4301 PUBLIC SAFETY 88,914.77 93,202.33 97,704.28 102,431.32 107,394.72 DISPATCHER, SENIOR 7,409.56 7,766.86 8,142.02 8,535.94 8,949.56 1,709.90 1,792.35 1,878.93 1,969.83 2,065.28

42.74749 44.80881 46.97321 49.24583 51.63208
4302 PUBLIC SAFETY 97,758.70 102,488.47 107,454.71 112,669.28 118,144.56 DISPATCHER, SUPERVISING 8,146.56 8,540.71 8,954.56 9,389.11 9,845.38 1,879.98 1,970.93 2,066.44 2,166.72 2,272.01

46.99938 49.27330 51.66092 54.16792 56.80027
4310 PURCHASING SPECIALIST, 89,044.61 93,457.00 98,090.01 102,954.67 108,062.56 SUPERVISING 7,420.38 7,788.08 8,174.17 8,579.56 9,005.21 1,712.40 1,797.25 1,886.35 1,979.90 2,078.13

42.80991 44.93125 47.15866 49.49744 51.95315
4320 RECYCLING SPECIALIST 91,264.83 95,669.90 100,295.23 105,151.81 110,251.20 7,605.40 7,972.49 8,357.94 8,762.65 9,187.60
1,755.09 1,839.81 1,928.75 2,022.15 2,120.22

43.87732 45.99514 48.21886 50.55375 53.00538
5081 TRAFFIC SIGNAL 75,385.36 78,996.46 82,788.10 86,769.34 90,949.62 TECHNICIAN TRAINEE 6,282.11 6,583.04 6,899.01 7,230.78 7,579.14 1,449.72 1,519.16 1,592.08 1,668.64 1,749.03

36.24296 37.97907 39.80197 41.71603 43.72578
5080 TRAFFIC SIGNAL 80,440.90 84,304.76 88,361.84 92,621.75 97,094.67 TECHNICIAN 6,703.41 7,025.40 7,363.49 7,718.48 8,091.22 1,546.94 1,621.25 1,699.27 1,781.19 1,867.21

38.67351 40.53113 42.48165 44.52969 46.68013
5082 TRAFFIC SIGNAL 87,853.08 92,087.54 96,533.75 101,202.26 106,104.20 TECHNICIAN, SENIOR 7,321.09 7,673.96 8,044.48 8,433.52 8,842.02 1,689.48 1,770.91 1,856.42 1,946.20 2,040.47

42.23706 44.27286 46.41046 48.65493 51.01163
4110 TRANSPORTATION 125,918.37 132,056.12 138,500.76 145,267.62 152,372.83 ENGINEER, ASSOCIATE 10,493.20 11,004.68 11,541.73 12,105.64 12,697.74 2,421.51 2,539.54 2,663.48 2,793.61 2,930.25

60.53768 63.48852 66.58690 69.84020 73.25617
5150 WASTEWATER COLLECTIONS 62,249.61 65,203.90 68,305.92 71,563.03 74,983.01 SYSTEMS TRAINEE 5,187.47 5,433.66 5,692.16 5,963.59 6,248.58 1,197.11 1,253.92 1,313.58 1,376.21 1,441.98

29.92770 31.34803 32.83938 34.40530 36.04952
5151 WASTEWATER COLLECTIONS 71,783.37 75,253.61 78,897.36 82,723.30 86,740.53 SYSTEMS WORKER I 5,981.95 6,271.13 6,574.78 6,893.61 7,228.38 1,380.45 1,447.18 1,517.26 1,590.83 1,668.09

34.51124 36.17962 37.93142 39.77082 41.70218
5152 WASTEWATER COLLECTIONS 78,713.37 82,530.10 86,537.68 90,745.63 95,163.99 SYSTEMS WORKER II 6,559.45 6,877.51 7,211.47 7,562.14 7,930.33 1,513.72 1,587.12 1,664.19 1,745.11 1,830.08

37.84297 39.67793 41.60465 43.62771 45.75192

EXHIBIT A
334
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
5153 WASTEWATER COLLECTIONS 86,374.91 90,574.73 94,984.54 99,614.84 104,476.64 SYSTEMS WORKER III 7,197.91 7,547.89 7,915.38 8,301.24 8,706.39 1,661.06 1,741.82 1,826.63 1,915.67 2,009.17

41.52640 43.54554 45.66564 47.89175 50.22915
5160 WATER DISTRIBUTION 66,385.61 69,546.72 72,865.88 76,350.99 80,010.38 OPERATOR TRAINEE 5,532.13 5,795.56 6,072.16 6,362.58 6,667.53 1,276.65 1,337.44 1,401.27 1,468.29 1,538.66

31.91616 33.43592 35.03167 36.70721 38.46653
5161 WATER DISTRIBUTION 74,225.17 77,778.24 81,508.97 85,426.25 89,539.38 OPERATOR I 6,185.43 6,481.52 6,792.41 7,118.85 7,461.62 1,427.41 1,495.74 1,567.48 1,642.81 1,721.91

35.68518 37.39338 39.18700 41.07031 43.04778
5162 WATER DISTRIBUTION 84,884.40 88,970.45 93,260.79 97,765.65 102,495.75 OPERATOR II 7,073.70 7,414.20 7,771.73 8,147.14 8,541.31 1,632.39 1,710.97 1,793.48 1,880.11 1,971.07

40.80981 42.77425 44.83692 47.00272 49.27680
5163 WATER DISTRIBUTION 91,422.05 95,834.96 100,468.55 105,333.81 110,442.30 OPERATOR III 7,618.50 7,986.25 8,372.38 8,777.82 9,203.53 1,758.12 1,842.98 1,932.09 2,025.65 2,123.89

43.95291 46.07450 48.30219 50.64125 53.09726
5164 WATER DISTRIBUTION 95,834.98 100,468.57 105,333.83 110,442.32 115,806.28 SENIOR OPERATOR 7,986.25 8,372.38 8,777.82 9,203.53 9,650.52 1,842.98 1,932.09 2,025.65 2,123.89 2,227.04

46.07451 48.30220 50.64126 53.09727 55.67610
5165 WATER DISTRIBUTION 105,102.14 110,199.08 115,550.85 121,170.21 127,070.56 SUPERVISING OPERATOR 8,758.51 9,183.26 9,629.24 10,097.52 10,589.21 2,021.20 2,119.21 2,222.13 2,330.20 2,443.66

50.52988 52.98033 55.55329 58.25491 61.09162
5170 WATER RESOURCES 98,795.12 103,615.93 108,677.80 113,992.76 119,573.47 COORDINATOR 8,232.93 8,634.66 9,056.48 9,499.40 9,964.46 1,899.91 1,992.61 2,089.96 2,192.17 2,299.49

47.49765 49.81535 52.24894 54.80421 57.48725
5171 WATER RESOURCES 102,608.89 107,620.41 112,882.49 118,407.69 124,209.15 COORDINATOR - ELECTRICAL & 8,550.74 8,968.37 9,406.87 9,867.31 10,350.76 INSTRUMENTATION 1,973.25 2,069.62 2,170.82 2,277.07 2,388.64

49.33120 51.74058 54.27043 56.92677 59.71594
5100 WR INSTRUMENT 93,416.70 97,968.60 102,748.11 107,766.58 113,035.97 CONTROL TECHNICIAN 7,784.73 8,164.05 8,562.34 8,980.55 9,419.66 1,796.48 1,884.01 1,975.93 2,072.43 2,173.77

44.91188 47.10029 49.39813 51.81086 54.34422
5110 WR LABORATORY 89,300.98 93,647.10 98,210.53 103,002.12 108,033.30 TECHNICIAN 7,441.75 7,803.93 8,184.21 8,583.51 9,002.78 1,717.33 1,800.91 1,888.66 1,980.81 2,077.56

42.93316 45.02264 47.21660 49.52025 51.93909

EXHIBIT A
335
CLASS

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E

CITY OF LIVERMORE

ASSOCIATION OF LIVERMORE EMPLOYEES
EFFECTIVE 10/07/2024
SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES
5120 WR MECHANIC I 83,506.88 87,602.74 91,903.39 96,419.08 101,160.55 6,958.91 7,300.23 7,658.62 8,034.92 8,430.05
1,605.90 1,684.67 1,767.37 1,854.21 1,945.40

40.14754 42.11670 44.18432 46.35533 48.63488
5121 WR MECHANIC II 94,081.30 98,705.88 103,561.69 108,660.29 114,013.82 7,840.11 8,225.49 8,630.14 9,055.02 9,501.15
1,809.26 1,898.19 1,991.57 2,089.62 2,192.57

45.23139 47.45475 49.78927 52.24052 54.81434
5131 WR OPERATOR - GRADE I 84,329.71 88,388.00 92,649.24 97,123.51 101,821.50 7,027.48 7,365.67 7,720.77 8,093.63 8,485.13
1,621.73 1,699.77 1,781.72 1,867.76 1,958.11

40.54313 42.49423 44.54290 46.69400 48.95264
5132 WR OPERATOR - GRADE II 88,377.12 92,637.79 97,111.51 101,808.90 106,741.17 7,364.76 7,719.82 8,092.63 8,484.08 8,895.10
1,699.56 1,781.50 1,867.53 1,957.86 2,052.71

42.48900 44.53740 46.68823 48.94659 51.31787
5133 WR OPERATOR - GRADE III 95,313.48 99,920.98 104,758.85 109,838.61 115,172.36 7,942.79 8,326.75 8,729.90 9,153.22 9,597.70
1,832.95 1,921.56 2,014.59 2,112.28 2,214.85

45.82379 48.03893 50.36483 52.80702 55.37133
5130 WR OPERATOR - TRAINEE 71,397.02 74,808.69 78,390.95 82,152.33 86,101.77 5,949.75 6,234.06 6,532.58 6,846.03 7,175.15
1,373.02 1,438.63 1,507.52 1,579.85 1,655.80

34.32549 35.96572 37.68796 39.49631 41.39508
5134 WR SENIOR OPERATOR 99,935.20 104,773.79 109,854.29 115,188.83 120,790.10 8,327.93 8,731.15 9,154.52 9,599.07 10,065.84
1,921.83 2,014.88 2,112.58 2,215.17 2,322.89

48.04577 50.37201 52.81456 55.37925 58.07216
5141 WR SOURCE CONTROL 93,784.92 98,355.24 103,154.07 108,192.83 113,483.55 INSPECTOR 7,815.41 8,196.27 8,596.17 9,016.07 9,456.96
1,803.56 1,891.45 1,983.73 2,080.63 2,182.38

45.08890 47.28617 49.59330 52.01578 54.55940
5140 WR SOURCE CONTROL 88,348.71 92,607.98 97,080.20 101,776.02 106,706.64 TECHNICIAN 7,362.39 7,717.33 8,090.02 8,481.34 8,892.22 1,699.01 1,780.92 1,866.93 1,957.23 2,052.05

42.47534 44.52307 46.67317 48.93078 51.30127
5135 WR SUPERVISING 109,605.26 114,927.33 120,515.52 126,383.12 132,544.09 OPERATOR 9,133.77 9,577.28 10,042.96 10,531.93 11,045.34 2,107.79 2,210.14 2,317.61 2,430.44 2,548.92

52.69484 55.25352 57.94015 60.76112 63.72312
4330 YOUTH SERVICES CASE 87,919.94 92,157.75 96,607.48 101,279.67 106,185.48 COORDINATOR 7,326.66 7,679.81 8,050.62 8,439.97 8,848.79 1,690.77 1,772.26 1,857.84 1,947.69 2,042.03

42.26920 44.30661 46.44590 48.69215 51.05071
*New Class added February 10, 2025

EXHIBIT A
336

CLASS SALARY RANGE @ ANNUAL, MONTHLY, WEEKLY, HRLY RATES

CODE CLASSIFICATION STEP A STEP B STEP C STEP D STEP E
3110 POLICE OFFICER 115,358.76 121,126.70 127,183.04 133,542.19 140,219.30 9,613.23 10,093.89 10,598.59 11,128.52 11,684.94
2218.44 2329.36 2445.83 2568.12 2696.53

55.46094 58.23399 61.14569 64.20298 67.41313
3100 POLICE SERGEANT 143,541.70 150,718.78 158,254.72 166,167.46 174,475.83 11,961.81 12,559.90 13,187.89 13,847.29 14,539.65
2760.42 2898.44 3043.36 3195.53 3355.30

69.01043 72.46095 76.08400 79.88820 83.88261
3120 POLICE TRAINEE 40.40550 - - - -
(Non-Sworn)

CITY OF LIVERMORE

POLICE OFFICER'S ASSOCIATION
EFFECTIVE 05/06/2024

2. LPOA May 6, 2024
4/25/2024 Page 1 of 1

EXHIBIT A
337
Class
Code Classification Monthly Salary Range
$14,447.70 - $18,059.62
2030 Assistant Community Development Director
2045 Assistant Public Works Director
2060 City Engineer
$13,440.01 - $16,800.01
2025 Assistant City Engineer
2050 Building Official
2090 Finance Manager
2125 Maintenance and Golf Operations Manager
2145 Planning Manager
2220 Water Resources Division Manager
$12,776.71 - $15,970.89
2005 Airport Manager
2095 Housing & Human Services Manager
$12,643.58 - $15,804.48
2200 Senior Transportation Engineer
$12,132.52 - $15,165.65
2140 Permit Center Manager
$12,108.13 - $15,135.16
2190 Senior Civil Engineer
$11,963.50 - $14,954.37
2070 IT Operations Manager
2115 Information Technology Manager
$11,615.05 - $14,518.81
2055 City Clerk
2100 Housing Programs Manager
2105 Human Services Programs Manager
2165 Police Support Services Manager
2170 Principal Planner
2231 Water Resources Technical Programs Manager P.E.**
2240 Youth and Family Services Manager - Clinical
$10,966.23 - $13,707.79
2035 Assistant Finance Manager
2040 Assistant Library Director
2085 Economic Development Manager
2120 Inspection & Neighborhood Preservation Manager
2225 Water Resources Operations Manager
2230 Water Resources Technical Programs Manager
2245 Youth and Family Services Manager - Programs

CITY OF LIVERMORE

MANAGEMENT SALARY SCHEDULE
$7,900 - $18,060/month
Effective July 1, 2024

EXHIBIT A
338
Class
Code Classification Monthly Salary Range

CITY OF LIVERMORE

MANAGEMENT SALARY SCHEDULE
$7,900 - $18,060/month
Effective July 1, 2024
$10,424.41 - $13,030.51
2000 Accounting Supervisor
2110 Information Technology Coordinator
2195 Management Analyst, Senior
2175 Public Works Manager
2210 Network Engineer*
2215 Water Distribution Operations Manager
$10,313.76 - $12,892.20
2065 Construction Inspection Manager
$10,266.69 - $12,833.36
2150 Police Business Services Manager
2155 Police Facility & Equipment Manager
$9,742.94 - $12,178.68
2020 Assistant City Clerk
2135 Management Analyst II
2160 Police Media & Community Relations Analyst
2180 Public Works Supervisor
$7,923.28 - $9,904.10
2080 Deputy City Clerk
2130 Management Analyst I
2205 Supervising Librarian
2235 Water Resources Communications Representative
*Position Retitled from Systems Administrator
**Position Added - WR Technicial Programs Manager PE effective December 9, 2024

EXHIBIT A
339
Class
Code Classification
2405 Assistant Administrative Services Director (Conf)* $14,447.70 - $18,059.62 2440 Assistant City Attorney, Senior (Confidential) $15,576.62 - $19,470.78 2442 Assistant City Attorney (Confidential)* $14,447.70 - $18,059.62 2400 Assistant to the City Manager (Confidential) $12,776.71 - $15,970.89 2444 Deputy City Attorney (Confidential)* $10,266.69 - $12,833.36 2420 Human Resources Manager (Confidential) $13,440.01 - $16,800.01 2450 Human Resources Analyst, Senior (Conf) $10,424.41 - $13,030.51 2411 Human Resources Analyst II (Confidential) $9,742.94 - $12,178.68 2410 Human Resources Analyst I (Confidential) $7,923.28 - $9,904.10 2460 Management Analyst, Senior (Confidential) $10,424.41 - $13,030.51 2431 Management Analyst II (Confidential) $9,742.94 - $12,178.68 2430 Management Analyst I (Confidential) $7,923.28 - $9,904.10 2465 Risk Manager (Confidential) $11,767.27 - $14,709.09 *Moved to Management Confidential effective October 7, 2024

CITY OF LIVERMORE
Monthly Salary Range
Effective July 1, 2024
$7,920 - $19,500/month

MANAGEMENT CONFIDENTIAL SALARY SCHEDULE

EXHIBIT A
340

CITY OF LIVERMORE

POLICE MANAGEMENT SALARY SCHEDULE
$14,860 - $23,050/month
Effective July 1, 2024
Class
Code Classification Salary Range
3000 Police Captain $18,433.26 - $23,041.57
3010 Police Lieutenant $14,863.78 - $18,579.73

EXHIBIT A
341
Class
Code Classifications
2600 Administrative Receptionist $5,248.02 - $6,560.02
2610 Administrative Specialist I $6,074.42 - $7,593.03
2611 Administrative Specialist II $6,831.78 - $8,539.72 2620 Executive Assistant $8,745.71 - $10,932.14
2630 Human Resources Clerk I $6,074.42 - $7,593.03
2631 Human Resources Clerk II $6,682.54 - $8,353.18
2640 Human Resources Technician $7,332.50 - $9,165.63
2650 Law Office Supervisor $8,745.71 - $10,932.14
2660 Legal Assistant $7,262.82 - $9,078.52
Monthly Salary Range

CITY OF LIVERMORE

CONFIDENTIAL SALARY SCHEDULE
$5,240 - $10,940/month
Effective July 1, 2024

EXHIBIT A
342
Class
Code Classification Monthly Salary Range
1215 Administrative Services Director $16,846.32 - $21,057.90 1200 Assistant City Manager $18,172.50 - $22,715.62
1220 Community Development Director $16,846.32 - $21,057.90 1205 Deputy City Manager $14,447.69 - $18,059.62
1210 Deputy City Manager/City Clerk $14,447.69 - $18,059.62 1225 Innovation & Economic Development Dir $16,846.32 - $21,057.90 1230 Library Services Director $16,846.32 - $21,057.90
1235 Police Chief* $20,841.11 - $26,051.39
1240 Public Works Director $16,846.32 - $21,057.90
*2.5% Salary Adjustment effective 07/01/2024

CITY OF LIVERMORE

EXECUTIVE MANAGEMENT SALARY SCHEDULE
$16,846 - $26,052/month
Effective November 18, 2024

EXHIBIT A
343

CITY OF LIVERMORE

APPOINTED MANAGEMENT
Class
Code Classification Annual Salary Effective
1000 City Manager $370,656 11/18/2024

1100 City Attorney $315,269 11/18/2024

EXHIBIT A
344

CITY OF LIVERMORE

UNCLASSIFIED AND HOURLY SALARY SCHEDULE
Class
Code Classification Hourly Salary Range Effective Date 8200 Department Assistant $16.50 - $30.00 12/30/24
8205 Field/Maintenance Aide $16.50 - $30.00 12/30/24
8210 Law Clerk $16.50 - $26.00 12/30/24
8230 Temporary Librarian $22.00 - $32.00 01/01/24
8235 Temporary Library Assistant $20.00 - $30.00 01/01/24 8240 Temporary Library Clerk $18.00 - $28.00 01/01/24
8215 Library Aide $16.50 - $20.00 12/30/24
8220 Police Cadet $16.50 - $26.00 12/30/24
8225 Special Projects Coordinator $20.00 - $100.00 12/20/21

EXHIBIT A
345

CITY COUNCIL STAFF REPORT
ITEM NO. 6.1

DATE:

February 10, 2025
TO:

Honorable Mayor and City Council
FROM:

Paul Spence, Assistant City Manager
SUBJECT:

Resolution authorizing the City Manager to execute a Renewable Energy & Storage Power Purchase Agreement with Ava Community Energy and determining that the agreement is in the City’s best interest.

RECOMMENDED ACTION

Staff recommends the City Council adopt two resolutions:
1 .

Determining the project is exempt from the California Environmental Quality Act (CEQA) because it is consistent with California Public Resources Code section 21080.35, which provides that solar energy systems installed on the roof of an existing building or on an existing parking lot, meeting certain characteristics, are exempt from CEQA.
2 .

Authorizing the City Manager to execute a Renewable Energy & Storage Power Purchase Agreement between the City and Ava Community Energy in substantially the same form as the draft agreement, subject to the City Attorney's approvals as to form, pursuant to the California Government Code (sections 4217.10 through 4217.18), and determining pursuant to California Government Code section 4217.12 that the agreement is in the City’s best interest because the anticipated energy costs will be less than the marginal cost the City would otherwise pay for the consumed energy, which savings will also offset any potential revenue from Ava to place its equipment on City facilities.

SUMMARY
If approved, the City Manager will be authorized to sign a 25-year Renewable Energy & Storage Power Purchase Agreement (PPA) with Ava to install solar and storage systems at five City facilities. Under the PPA, a third-party developer would own, operate, and maintain the solar generation and storage equipment. The City would pay Ava on a per kilowatt-hour (kWh) basis for solar power generated and a per kilowatt (kW) payment for storage capacity, as defined in the PPA contract.

Ava collaborated with the cities of Berkeley, Fremont, Hayward, Oakland, San Leandro, and Livermore to identify a portfolio of cost-effective solar and storage projects for municipal facilities. City of Livermore facilities in the portfolio include City Hall, Civic Center Meeting Hall, Maintenance Service Center, Water 346
Reclamation Plant, and Police Department.

This project will enhance community energy resilience consistent with the City's climate action and emergency operations goals. Additionally, the technical expertise, streamlined procurement process, and operation and maintenance provided by this program reduces costs and risk for the City.

DISCUSSION
Background
Ava Community Energy formed in 2016 as a Joint Powers Authority (JPA) to provide cleaner electricity to customers in Alameda County. Livermore was a founding member jurisdiction of the authority and started receiving electricity from Ava in 2018. Ava implements a Local Development Business Plan (LDBP) that includes several strategies to direct investments throughout Alameda County to expand renewable energy generation, create local jobs, and help member cities reduce greenhouse gas (GHG) emissions. Ava launched the Critical Municipal Facility Resilience Program (program) as part of its LDBP implementation efforts.

The program is designed to address barriers to implementing solar and battery storage projects by providing technical expertise, facilitating procurement, and minimizing operations and maintenance. As opposed to a traditional Power Purchase Agreement (PPA) where a jurisdiction conducts its own procurement and holds a contract directly with the PPA provider, Ava represents multiple jurisdictions and a large portfolio to streamline the procurement process and reduce risk and costs for each jurisdiction. The PPA provider pays for the installation, operations, and maintenance of the solar and battery storage systems, while the jurisdiction pays an agreed upon price per kilowatt-hour (kWh) for power generated and price per kilowatt (kW) of storage capacity.

Solar photovoltaic systems provide clean, renewable electricity to buildings. The battery storage systems store excess energy that the solar panels produce during the day for use at night or when demands are greatest. This can reduce time-of-use charges during peak pricing periods and allow buildings to fully utilize the solar power they produce. Additionally, the systems provide resilience benefits by allowing facilities to continue operating during a power outage using electricity generated and stored onsite, reducing dependence on the electrical grid and diesel generators with limited run-time.

On September 27, 2022, City Council adopted Resolution 2022-162, authorizing the City Manager to pursue deployment of solar and battery systems at critical municipal facilities in partnership with Ava.

Upon passage of the City's resolution, an independent engineer conducted upfront assessments of municipal facilities to identify potential roof, structural, or electrical capacity upgrades that might be required to install solar and storage systems. Based on the assessments, Livermore facilities selected for the portfolio include City Hall, Civic Center Meeting Hall, Maintenance Service Center, Police Department, and Water Reclamation Plant. Ava's overall portfolio also includes sites from the cities of Berkeley, Fremont, Hayward, Oakland, and San Leandro.

Ava issued a Request for Offers (RFO) on July 31, 2023, to identify a PPA provider and installation team.

Ava received two bids in response to the RFO and selected Green Bridge as the project owner and contractual counterparty in partnership with Gridscape as the solar developer. Green Bridge is a commercial-scale renewable energy investing and development firm. Gridscape is a local developer, located in Fremont, that has experience developing solar and storage microgrids for public agencies 347
including for the City of Fremont. Together Green Bridge and Gridscape will finance, install, own, operate and maintain the solar and storage systems.

The solar and storage systems will be designed and operated to achieve the following benefits:

1 .

Provide resiliency back-up power for critical loads in the event of grid outages. 2 .

Reduce City energy bills through Time-of-Use (TOU) energy and demand charge reductions. 3 .

Reduce reliance on existing diesel-powered generators, minimizing CO2 equivalent emissions, as well as particulate matter emissions.
4 .

Manage battery discharge during key Time of Use periods to reduce Ava wholesale energy procurement requirements (i.e., Resource Adequacy capacity requirements).

California's Net Energy Metering Policy

California's Net Energy Metering (NEM) law allows solar panel owners to receive credits on their utility bills for excess electricity they generate and send back to the grid. This policy helps offset the cost of electricity that solar customers draw from the grid when the panels aren't producing enough power, such as during nighttime or cloudy days.

The most recent changes to California's NEM policy, known as NEM 3.0, went into effect on April 14, 2023. NEM 3.0 significantly reduced the compensation rates for excess solar energy exported to the grid, reduced flexibility for managing energy costs, and increased costs for solar customers.

Ava and City staff worked to grandfather the five Livermore sites in this portfolio under the previous NEM policy (NEM 2.0). Staying under NEM 2.0 will lead to greater financial benefits and flexibility as a solar energy user. In order to maintain grandfathered status, the City's solar and storage systems must be operational by April 2026.

Power Purchase Agreement

The proposed PPA is included in Attachment 3. With a PPA model, a PPA provider pays for the installation, operations, and maintenance of the solar and storage systems, and the City pays a price per kWh for power generated and a price per kW of storage capacity. Under this structure, the City will sign the PPA contract directly with Ava, which will contract with its selected PPA vendor, Green Bridge, as the financing partner and asset owner. Green Bridge will contract with Gridscape as the developer to install, own, operate and maintain these solar and storage installations. The City’s PPA contract conditions with Ava will apply to Green Bridge/Gridscape, and any other subcontractors.

The PPA offer for the City of Livermore comprises a five-site portfolio that will provide approximately 2,823 kW of solar capacity and 690 kW of storage to the City over a 25-year term (Table 1). Each site will include either rooftop solar, solar carports, or a combination of both. All sites include battery storage, with the exception of the Water Reclamation Plant. Key Terms of the PPA include:

No upfront capital costs to the City.
348
The City will make monthly payments to Ava of $0.204/kWh of solar generation and $10/kW of storage.

The City’s total payments over the 25-year contract, in combination with regular electricity and natural gas bills, will be less than they would be without the project.

Electrical upgrades and improvements will be made by Gridscape and the cost will be included in the City’s monthly payments to Ava.

If the equipment delivers less 85% of the expected annual power output from the system, Ava will make cash payments to the City to offset the City’s costs in procuring needed power. This provision provides additional incentive to Ava and in turn Green Bridge/Gridscape to maintain the systems in good working order.

Gridscape will ensure that all contractors, subcontractors, and employees hired or contracted by Gridscape to perform work on the projects will be paid prevailing wages.

Table 1. PPA Site Portfolio
No.

Site
Type
Solar Capacity
(kW DC)
Storage Inverter
Power (kW)
1 Water Reclamation
Plant
Carport (installed
over dirt basin)
2,475
0 2
Civic Center Meeting
Hall
Rooftop, Carport
(approx. 4 parking
spaces)
57 60
3 Maintenance
Service Center
Rooftop
66 90
4 City Hall
Carport (approx. 36
parking spaces)
150
180
5 Police Station
Carport (approx. 20
parking spaces)
75 360

Total
2,823
690

This agreement sets the maximum price the City will pay for energy and battery storage along with annual escalators.

Ava is still negotiating final prices for construction materials and related items and expects the maximum price to come down once negotiations are complete. If approved by the City Council, the City Manager will be authorized to take all necessary actions to carry out the purpose and intent of the attached resolution, including approving amendments that are in substantial conformance to the proposed agreement or that improve the final rates paid by the City for solar generation and battery storage.

Single Source Procurement

The proposed PPA with Ava, described above, is a single source procurement. Staff recommends that the City utilize California Government Code Section 4217.10, which allows for the expedited procurement of energy conservation projects by municipal agencies as long as the energy project is determined to provide financial savings over the operating lifetime. 349
Specifically, Code Section 4217.10 et seq. authorizes public agencies to enter into an energy service contract without competitive bidding, provided that there is a two-week public notice before the authorization of the procurement and the cost of the conservation services provided by an energy conservation facility will be less than the anticipated marginal cost of energy that would have been consumed in the absence of the project.

Under this PPA offer, the anticipated cost to the City for the energy provided by the solar and storage facilities under the Ava PPA will be less than the anticipated marginal cost to the public agency of the energy that would have been consumed by the public agency in the absence of those purchases and that the difference, if any, between the fair rental value for the real property and the agreed rent, is anticipated to be offset by below-market energy purchases or other benefits provided under the energy service contract.

Project Benefits

This project will reduce the City's energy costs over the lifetime of the contract and support a transition to clean, local power by installing solar and battery storage at key critical municipal facilities. The project will reduce energy bills by managing battery discharge to off-set Time-of-Use (TOU) energy and demand charges, particularly during peak pricing hours. The estimated 25-year savings for the combined five Livermore sites is projected to be over $2.1M.

In addition to costs savings, the project improves resilience at municipal facilities by allowing them to operate emergency loads using solar and storage technologies during a potential grid outage. For facilities that also have generators, the solar and storage system will operate in parallel with the generators to either support full back-up power or partial back-up via the emergency panel(s) supporting critical loads. In instances where the facility load can be supported by solar and storage systems alone, a microgrid controller will be included to allow for the optimization of the solar and storage generation, reducing overall CO2 emissions.

The technical expertise, streamlined procurement process, and operation and maintenance contracts provided by this program will reduce costs and risk for the City. Installing solar and battery storage projects at critical municipal facilities is consistent with the City’s goals to provide well-maintained infrastructure, amenities, and facilities; create a resilient, safe, connected, and prepared city; and be a leader in addressing climate change and protecting the environment.

CEQA DETERMINATION

This project is statutorily exempt from further environmental review under the California Environmental Quality Act because it is consistent with California Public Resources Code section 21080.35, which provides that solar energy systems installed on the roof of an existing building or on an existing parking lot, meeting certain characteristics, are exempt from CEQA.

FISCAL AND ADMINISTRATIVE IMPACTS

If authorized, the City Manager may sign a 25-year Power Purchase Agreement (PPA) with Ava Community Energy for the installation of solar and storage systems at five facilities. Under this agreement, Green Bridge will own, operate, and maintain the generating equipment, while the City would agree to host the systems and purchase the energy output for 25 years. The PPA covers the cost of the 350
equipment as well as operations, maintenance, and repair and replacement as needed over the life of the contract. Any upgrades needed to accommodate the solar and storage equipment, such as carports, are also included in the cost of the PPA. The estimated 25-year savings for the combined five Livermore sites is projected to be over $2.1 million. The City's actual savings may increase as Ava continues to negotiate and work with the developer on the City's behalf on final pricing for construction materials and related items and works to finalize construction designs.

COMMUNITY PILLAR

5: Environmental Stewardship

GOAL

4: Climate Action Implementation

ATTACHMENTS

1. Resolution - Ava PPA CEQA

2. Resolution - Ava PPA Approval

3. Exhibit A - Draft Renewable Energy & Storage Power Purchase Agreement

Prepared by: Tricia Pontau
Sustainability Program Manager

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION DETERMINING THAT THE RENEWABLE ENERGY & STORAGE

POWER PURCHASE AGREEMENT WITH AVA COMMUNITY ENERGY TO

INSTALL, OPERATE, AND MAINTAIN SOLAR AND BATTERY STORAGE

SYSTEMS AT CRITICAL MUNICIPAL FACILITIES IS EXEMPT FROM THE

PROVISIONS OF THE CALIFORNIA ENVORNMENTAL QUALITY ACT
The City of Livermore initiated a Renewable Energy & Storage Power Purchase Agreement (Agreement) with Ava Community Energy. Under the Agreement, Ava’s developer will pay to install, operate, and maintain solar and battery storage systems at critical municipal facilities. The City will pay a price per kilowatt-hour (kWh) for power generated and price per kilowatt (kW) of storage capacity.

On February 10, 2025, the City Council held a duly noticed public hearing to consider the Agreement and staff recommendations, all public comments and testimony, and findings.

NOW, THEREFORE, BE IT RESOLVED , by the City Council of the City of Livermore that prior to taking action, and at a properly noticed public meeting, the City Council reviewed written and oral staff reports, conducted a public hearing and took testimony, and received into the record all pertinent documents (collectively, the “Record Evidence”). The City Council’s determination is based on the Record Evidence, which is incorporated into this Resolution by reference.

BE IT FURTHER RESOLVED that the City Council of the City of Livermore, based upon its own independent review of the Record Evidence and considerations, finds that the Agreement is statutorily exempt under the California Environmental Quality Act (CEQA) pursuant to California Public Resources Code section 21080.35, which provides that solar energy systems installed on the roof of an existing building or on an existing parking lot, meeting certain characteristics, are exempt from CEQA.

BE IT FURTHER RESOLVED that the City Council of the City of Livermore directs staff to file a Notice of Exemption with the Alameda County Clerk.

On motion of Council Member _______________________, seconded by Council Member _______________________, the foregoing resolution was passed and adopted on February 10, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
352
2 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
____________________________ /s/ Jason R. Alcala
Deborah L. Elam Jason Alcala
City Clerk City Attorney
353
1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF A RENEWABLE ENERGY &

STORAGE POWER PURCHASE AGREEMENT WITH AVA COMMUNITY ENERGY

TO INSTALL, OPERATE, AND MAINTAIN SOLAR AND BATTERY STORAGE

SYSTEMS AT CRITICAL MUNICIPAL FACILITIES
Ava Community Energy (Ava) formed in 2016 as a Joint Powers Authority (JPA) to provide cleaner electricity to customers in Alameda County. Livermore was a founding jurisdiction of the authority and started receiving electricity from Ava in 2018. Ava implements a Local Development Business Plan (LDBP) that includes several strategies to direct investments throughout Alameda County to expand renewable energy generation, create local jobs, and help member cities reduce greenhouse gas (GHG) emissions.

Ava launched the Critical Municipal Facility Resilience Program (program) as part of its LDBP implementation efforts. Under this program, Ava addresses barriers to implementing solar and battery storage projects by providing technical expertise, facilitating procurement, and minimizing operations and maintenance for local jurisdictions.

Based on the assessments, Livermore facilities selected for the portfolio include City Hall, Civic Center Meeting Hall, Maintenance Service Center, Police Department, and Water Reclamation Plant. The overall portfolio also includes sites from the cities of Berkeley, Fremont, Hayward, Oakland, and San Leandro.

Ava issued a Request for Offers (RFO) on July 31, 2023, to identify a Power Purchase Agreement (Agreement) provider and installation team. Ava selected Green Bridge as the project owner and contractual counterparty in partnership with Gridscape as the solar and storage developer.

As outlined in the Agreement, Green Bridge and Gridscape will pay for the installation, operations, and maintenance of the solar and battery storage systems. The City of Livermore will pay a price per kilowatt-hour (kWh) for power generated and price per kilowatt (kW) of storage capacity.
354
2 RESOLUTION NO. ________
California Government Code Section 4217.10 allows for the expedited procurement of energy conservation projects by municipal agencies as long as the energy project is determined to provide financial savings over the operating lifetime.

Under this Agreement, the anticipated cost to the City for the energy provided by the solar and storage facilities under the Agreement will be less than the anticipated marginal cost to the public agency of the energy that would have been consumed by the public agency in the absence of those purchases and that the difference, if any, between the fair rental value for the real property and the agreed rent, is anticipated to be offset by below-market energy purchases or other benefits provided under the energy service contract.

BE IT FURTHER RESOLVED that the City Council of the City of Livermore has considered the Record Evidence and adopted a resolution finding the project to be exempt from the California Environmental Quality Act.

BE IT FURTHER RESOLVED by the City Council of the City of Livermore as follows:

1. Pursuant to California Government Code section 4217.12, the City Council determines that the agreement is in the City’s best interest based upon its findings after considering the information provided in the staff report and the administrative record before it that the anticipated marginal cost to the City for electrical energy and battery resiliency of this project will be less than the anticipated marginal cost to the City for electrical energy that would have been consumed by the City in the absence of those purchases.

2. The City Council further finds the agreement will reduce the City's energy costs over the lifetime of the contract and support a transition to clean, local power by installing solar and battery storage at key critical municipal facilities.

This effort is consistent with the City’s goals to provide well-maintained infrastructure, amenities, and facilities; create a resilient, safe, connected, and prepared city; and be a leader in addressing climate change and protecting the environment.

3. The City Council hereby authorizes the City Manager to execute a Power Purchase Agreement with Ava Community Energy in substantially the same form as the agreement attached hereto as Exhibit A, subject to the City 355
3 RESOLUTION NO. ________
Attorney’s approval as to form, to install, operate, and maintain solar and battery storage systems at critical municipal facilities.

4. The City Manager is further authorized to take all necessary actions to carry out the purpose and intent of this resolution, including approving amendments that are in substantial conformance to the proposed Agreement or that improve the final rates paid by the City for solar generation and battery storage.

On motion of Council Member _______________________, seconded by Council Member _______________________, the foregoing resolution was passed and adopted on February 10, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
____________________________ /s/Jason R. Alcala____________ Deborah L. Elam Jason R. Alcala
City Clerk City Attorney
Exhibit A – Draft Renewable Energy & Storage Power Purchase Agreement 356
Proposed Execution Version
AVA COMMUNITY ENERGY – CITY OF LIVERMORE

RENEWABLE ENERGY & STORAGE POWER PURCHASE AGREEMENT
(CRITICAL MUNICIPAL FACILITIES)

EXHIBIT A
357
i

TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS ........................................................................................................... 1 Section 1.1 Contract Definitions .......................................................................................... 1 ARTICLE 2 SCOPE OF TRANSACTION; PROJECT SITE ADDENDA ................................... 1 Section 2.1 Scope of Transaction ......................................................................................... 1 Section 2.2 Delivery of Project Energy ................................................................................ 2 Section 2.3 Project Site Addenda ......................................................................................... 2 ARTICLE 3 TERM AND TERMINATION .................................................................................. 2 Section 3.1 Effective Date; Term ......................................................................................... 2 Section 3.2 Early Termination of Projects ........................................................................... 2 ARTICLE 4 PROJECT DEVELOPMENT; MILESTONES ......................................................... 3 Section 4.1 Generally ........................................................................................................... 3 Section 4.2 Development Progress Reports ......................................................................... 4 Section 4.3 Project Design Approval ................................................................................... 4 Section 4.4 Construction Start .............................................................................................. 4 Section 4.5 Obligation to Interconnect ................................................................................. 5 Section 4.6 Commercial Operation. ..................................................................................... 5 ARTICLE 5 INVOICING AND PAYMENT................................................................................. 6 Section 5.1 Billing and Payment Terms ............................................................................... 6 Section 5.2 Monthly Invoices ............................................................................................... 7 Section 5.3 Payment Terms .................................................................................................. 7 Section 5.4 Payment Adjustments; Billing Errors ................................................................ 7 Section 5.5 Billing Disputes ................................................................................................. 7 Section 5.6 Pass Through ..................................................................................................... 8 Section 5.7 Books and Records. ........................................................................................... 8 Section 5.8 Taxes .................................................................................................................. 9 ARTICLE 6 PROJECT SITE ACCESS; PROPERTY OWNERSHIP .......................................... 9 Section 6.1 Access Rights .................................................................................................... 9 Section 6.2 Ownership of Projects ..................................................................................... 11 Section 6.3 Covenants and Obligations Regarding Liens .................................................. 12 ARTICLE 7 PROJECT SITE MAINTENANCE ......................................................................... 12 Section 7.1 General Covenants ........................................................................................... 12 Section 7.2 Transmission and Distribution Maintenance Information ............................... 12 Section 7.3 Use of Equipment ............................................................................................ 13 Section 7.4 Insolation ......................................................................................................... 13 Section 7.5 Maintenance of Project Site ............................................................................. 13 Section 7.6 No Alteration of Project Site ........................................................................... 13

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ii
Section 7.7 Project Repair and Maintenance ...................................................................... 14 Section 7.8 City-Requested Outages .................................................................................. 14 Section 7.9 Use and Payment of Contractors and Subcontractors ..................................... 15 Section 7.10 Prevailing Wages; Hiring Requirements. ........................................................ 15 Section 7.11 Notice of Hazardous Substances ..................................................................... 15 ARTICLE 8 PERFORMANCE GUARANTEES; WARRANTIES ............................................ 16 Section 8.1 Guaranteed Energy Production ........................................................................ 16 Section 8.2 Guaranteed Storage Availability. .................................................................... 16 Section 8.3 Ava Performance Warranties .......................................................................... 17 Section 8.4 NO OTHER WARRANTY ............................................................................. 18 ARTICLE 9 RECS AND INCENTIVES; OPTIMIZATION SAVINGS .................................... 18 Section 9.1 Renewable Energy Credits .............................................................................. 18 Section 9.2 Delivery of RECs ............................................................................................ 18 Section 9.3 Optimization Savings ...................................................................................... 18 Section 9.4 Grid Services ................................................................................................... 19 Section 9.5 Storage Management ....................................................................................... 19 ARTICLE 10 FORCE MAJEURE; BUDGETARY NON-APPROPRIATION EVENT ............ 19 Section 10.1 Force Majeure Event ....................................................................................... 19 Section 10.2 Termination Due To Force Majeure ................................................................ 19 Section 10.3 Budgetary Non-Appropriation Event .............................................................. 20 Section 10.4 Exercise of City Permitting Authority ............................................................. 20 Section 10.5 No-Fault Termination ...................................................................................... 20 ARTICLE 11 RELOCATION AND REMOVAL UPON TERMINATION ............................... 21 Section 11.1 Relocation Requests ........................................................................................ 21 Section 11.2 Removal Services ............................................................................................ 21 Section 11.3 Abandonment .................................................................................................. 21 Section 11.4 Ava Removal Security ..................................................................................... 22 ARTICLE 12 MEASUREMENT ................................................................................................. 22 Section 12.1 Meter ................................................................................................................ 22 ARTICLE 13 DEFAULTS, REMEDIES, AND DAMAGES ...................................................... 22 Section 13.1 Ava Project Defaults ........................................................................................ 22 Section 13.2 City’s Remedies for Ava Project Default ........................................................ 23 Section 13.3 Ava Portfolio Defaults ..................................................................................... 23 Section 13.4 City’s Remedies for Ava Portfolio Default ..................................................... 24 Section 13.5 City Project Default ......................................................................................... 24 Section 13.6 Ava’s Remedies for City Project Default ........................................................ 24 Section 13.7 City Portfolio Default ...................................................................................... 25 Section 13.8 Ava’s Remedies for City Portfolio Default ..................................................... 25

EXHIBIT A
359
iii
ARTICLE 14 REPRESENTATIONS, WARRANTIES, AND COVENANTS .......................... 25 Section 14.1 Ava Representations and Warranties ............................................................... 25 Section 14.2 City’s Representations and Warranties ........................................................... 26 Section 14.3 General Covenants ........................................................................................... 26 Section 14.4 Covenants of Ava ............................................................................................ 27 ARTICLE 15 INSURANCE ......................................................................................................... 27 Section 15.1 Ava’s Insurance ............................................................................................... 27 Section 15.2 City’s Insurance ............................................................................................... 27 ARTICLE 16 INDEMNIFICATION AND LIMITATIONS OF LIABILITY ............................ 28 Section 16.1 Indemnity by the Parties .................................................................................. 28 Section 16.2 Notice and Participation in Third Party Claims .............................................. 28 Section 16.3 Environmental Indemnification ....................................................................... 29 Section 16.4 Limitations on Liability ................................................................................... 29 ARTICLE 17 CHANGE IN LAW; COMPLIANCE EXPENDITURE CAP .............................. 30 Section 17.1 Changes in Law ............................................................................................... 30 Section 17.2 Compliance Expenditure Cap .......................................................................... 30 ARTICLE 18 ASSIGNMENT AND FINANCING ..................................................................... 31 Section 18.1 Assignment ...................................................................................................... 31 Section 18.2 Financing and Collateral Assignment ............................................................. 31 Section 18.3 Termination Requires Consent ........................................................................ 31 ARTICLE 19 CONFIDENTIALITY ............................................................................................ 31 Section 19.1 Confidential Information ................................................................................. 31 Section 19.2 Permitted Disclosures ...................................................................................... 32 Section 19.3 Miscellaneous .................................................................................................. 33 Section 19.4 Goodwill and Publicity .................................................................................... 33 ARTICLE 20 GENERAL PROVISIONS .................................................................................... 33 Section 20.1 Interpretation ................................................................................................... 33 Section 20.2 Choice of Law; Venue ..................................................................................... 34 Section 20.3 Dispute Resolution .......................................................................................... 34 Section 20.4 Notices ............................................................................................................. 34 Section 20.5 Survival ............................................................................................................ 34 Section 20.6 Compliance with All Laws .............................................................................. 35 Section 20.7 Good Faith & Fair Dealing .............................................................................. 35 Section 20.8 Cooperation ..................................................................................................... 35 Section 20.9 Construction .................................................................................................... 35 Section 20.10 Non-Discrimination ......................................................................................... 35 Section 20.11 Non-Exclusive Contract .................................................................................. 36 Section 20.12 Further Assurances .......................................................................................... 36

EXHIBIT A
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iv
Section 20.13 Waivers ............................................................................................................ 36 Section 20.14 Non-Dedication of Projects ............................................................................. 36 Section 20.15 Service Contract .............................................................................................. 36 Section 20.16 No Agency, Lease, Joint Venture or Partnership ............................................ 37 Section 20.17 Account Manager ............................................................................................ 37 Section 20.18 Entire Agreement, Modification, Severability ................................................ 37 Section 20.19 Forward Contract ............................................................................................. 37 Section 20.20 No Third-Party Beneficiaries .......................................................................... 37 Section 20.21 Disentanglement .............................................................................................. 38 Section 20.22 Accountability ................................................................................................. 38 Section 20.23 Cooperation with Review ................................................................................ 38 Section 20.24 Authority .......................................................................................................... 38 Section 20.25 Counterparts .................................................................................................... 38 Table of Schedules and Exhibits
Schedule I Defined Terms
Exhibit I Expected Annual Contract Quantity and Avoided Utility Cost Exhibit II Form of Project Site Addendum
Exhibit III City-Specific Terms
Exhibit IV Insurance Requirements
Exhibit V Notices
Exhibit VI Ava Termination Payment Schedule
Exhibit VII City Termination Payment Schedule

EXHIBIT A
361

RENEWABLE ENERGY & STORAGE POWER PURCHASE AGREEMENT
This Renewable Energy & Storage Power Purchase Agreement (this “Agreement”) is entered into as of [____], 2025 (the “Effective Date”) between the City of Livermore, a municipal corporation (“City”) and Ava Community Energy, a California joint powers authority (“Ava”). City and Ava are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.

RECITALS
WHEREAS, City wishes to engage Ava, whether directly or indirectly through one or more subcontractors, to develop, construct, operate, and maintain multiple photovoltaic solar Projects (each, a “Generating Project”, and collectively, the “Generating Projects”) and battery energy storage Projects (each, a “Storage Project”, and collectively, the “Storage Projects”) on a portfolio of Project Sites owned by City, as more particularly described in one or more addenda to be attached hereto and incorporated herein (each, a “Project Site Addendum” or “PSA”); WHEREAS, Ava desires to sell, and City desires to purchase, the Product on t he terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

ARTICLE 1

DEFINITIONS
Section 1.1 Contrac t Definitions. All capitalized terms used in this Agreement shall have the meanings ascribed to them in Schedule I to this Agreement.

ARTICLE 2
SCOPE OF TRANSACTION; PROJECT SITE ADDENDA
Section 2.1 Scope of Transaction. This Agreement governs the relationship between City and Ava, as detailed under this Section 2.1. At Ava’s discretion, any obligation of Ava under this Agreement may be performed by Ava’s affiliates, agents, representatives, contractors, and/or subcontractors acting on Ava’s behalf; provided, that Ava shall remain solely responsible for any work performed thereby. City and Ava acknowledge and agree that Ava has entered into that certain Power Purchase & Service Agreement, dated as of [___], 2025 with Developer (the “Developer Agreement”) pursuant to which Ava has engaged Developer to develop, construct, own, operate, and maintain the Projects hereunder on substantially similar terms to those contained herein. Ava shall serve as the intermediary under this Agreement and the Developer Agreement, whereby the City shall be the buyer and recipient of the Product, and the Developer shall perform all obligations set forth in the Developer Agreement. Subject to the terms and conditions of this Agreement and each PSA, during the Term, Ava shall supply and deliver to City all of the Product it receives from the Developer that was produced by or associated with each Project, and City shall purchase all such Product at the Contract Price.

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Section 2.2 Delivery of Project Energy . Subject to the provisions of this Agreement, with respect to each Generating Project, for the duration of the applicable Delivery Period, Ava shall supply and deliver the Product to the City at the Delivery Point, and City shall accept delivery of the Product at the Delivery Point in accordance with the terms of this Agreement. Ava shall be responsible for paying or satisfying when due any costs or charges imposed in connection with the delivery of Project Energy to the Delivery Point. Title to and risk of loss related to the Project Energy shall pass and transfer from Ava to City at the Delivery Point. City has no obligation to purchase from Ava any Project Energy that is not or cannot be delivered to the Delivery Point as a result of a Planned Outage, Forced Outage or a Force Majeure Event.

Section 2.3
Project Site Addenda. On the Effective Date, the Parties shall populate and attach hereto a PSA substantially in the form attached hereto as Exhibit II for each Project Site hereunder, and each PSA shall become part of and is hereby incorporated into this Agreement. The terms of each such PSA shall, in addition to the terms of this Agreement, govern the obligations of each Party with respect to the Projects thereunder. Any reference to this Agreement shall be a reference to this Agreement together with all duly executed PSAs. In the event of a conflict or inconsistency between the provisions of this Agreement and any PSA, the provisions of the PSA shall control. Each PSA may be amended at any time upon mutual agreement of the Parties confirmed in writing. The Parties agree that any PSA amended in accordance with the foregoing sentence shall supersede any prior PSA to the extent provided in such amendment and shall be effective from the date stated in the amended PSA.

ARTICLE 3

TERM AND TERMINATION
Section 3.1
Effective Date; Term. This Agreement is effective as of the Effective Date, and shall end upon the expiration of all Project Terms for each Project contemplated hereunder (“Term”). With respect to each Project, the Product supply period (“Delivery Period ”) commences on the Commercial Operation Date of the Project and ends on the twenty-fifth (25 th) anniversary of such Commercial Operation Date (the “Initial Term”), unless terminated earlier pursuant to the provisions of this Agreement. Thereafter, the term of this Agreement may be extended as it applies to such Project, upon mutual written consent of the Parties, for successive five (5) year periods (each such period, a “Renewal Term”, and together with the Initial Term, the “Project Term”), up to a maximum Project Term of fifty (50) years. Between ninety (90) and one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term, City shall provide written notice to Ava as to its desire to continue for any subsequent Renewal Term, upon which the Parties shall negotiate in good faith for sixty (60) days the revised terms, if any, applicable to such Renewal Term. After such sixty (60) day period, if the Parties have not mutually agreed upon the terms and conditions applicable to such Renewal Term, then the applicable Project Term will expire at the end of the then-current Initial Term or Renewal Term, as applicable.

Section 3.2 E
arly Termination of Projects
(a) Early Termination Events. With respect to each Project, prior to Construction Start, the applicable Party specified below shall have the right to withdraw the affected Project from this Agreement upon the occurrence of any of the following events (each, an

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“Early Termination Event ”), so long as the terminating Party provides reasonably sufficient evidence to the other Party demonstrating the occurrence of such event:
(i) Either Party may withdraw an affected Project under this Section 3.2(a) if (A) Developer or EPC Contractor encounters extraordinary subsurface conditions that were not reasonably anticipated by either Party as of the Effective Date, such as bedrock or water pipes, which have a material adverse impact on the development costs associated with such Project, and such costs cannot be adequately mitigated or eliminated by Developer using commercially reasonable efforts; (B) Developer or EPC Contractor discovers historical or cultural artifacts on the Project Site and as a result, Developer is unable to perform its obligations under the Developer Agreement in compliance with Applicable Law; or (C) Developer or EPC Contractor discovers Adverse Environmental Conditions on the Project Site and the terminating Party provides an opinion from an independent third-party consultant that such Adverse Environmental Conditions cannot be adequately mitigated or eliminated by Developer or EPC Contractor using commercially reasonable efforts.
(ii) Only Ava may withdraw an affected Project under this Section 3.2(a) if (A) the Local Electric Utility denies Developer’s application for interconnection or easements necessary to enable the delivery of Project Energy to the Delivery Point, or the Project Site is otherwise disqualified by the Local Electric Utility due to acts or omissions of City, despite Developer’s use of commercially reasonable efforts; (C) the AHJ rejects Developer’s application for a Governmental Approval on non-administrative or prejudicial grounds, despite Developer’s exercise of commercially reasonable efforts; (D) Developer discovers or has reasonable grounds to believe that title to the Project Site is unclear, defective or encumbered by adverse claims, restrictions or Liens, and can provide supporting documentation or evidence of such belief; or (E) any portion of the Project Site is damaged by fire, earthquake, flood or other casualty in a manner that has a material adverse effect on the installation or operation of the Project at the Project Site and such damage cannot be readily remedied. (b) Procedures. Upon any such withdrawal of a Project due to an Early Termination Event, (1) the applicable PSA shall be deemed withdrawn from this Agreement, (2) neither Party shall have any liability to the other Party with respect to the withdrawn Project other than those that survive this Agreement, and (3) Ava shall have the right to (i) deliver to City a Relocation Request in accordance with Section 11.1, and/or (ii) adjust the Tranche A PPA Rate in accordance with Section 5.1(b). In the case of a claim by City that a Project meets the qualification for an Early Termination Event, Ava may in good faith challenge such a claim in its reasonable judgment. Any disagreement between the Parties regarding the applicability of an Early Termination Event asserted by City shall be subject to the dispute resolution provisions of Section 20.3.

ARTICLE 4
PROJECT DEVELOPMENT; MILESTONES
Section 4.1 Generally. Ava shall, directly or indirectly through Developer, develop, design, engineer, construct, install, and commission each Project in a timely fashion and in accordance with the terms of this Agreement, Prudent Operating Practice, and Applicable Law.

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Section 4.2 Development Progress Reports. With respect to each Project, starting on the Effective Date until all Projects hereunder have achieved COD, Ava shall provide quarterly progress reports (a “Progress Report ”) to City which describe Ava’s progress in achieving Construction Start and COD for each Project therein. Ava shall also provide City with any reasonably requested documentation (subject to confidentiality restrictions) directly related to the achievement of Construction Start or COD for any Project within twenty (20) Business Days of receipt of such request from City.

Section 4.3 Proje
ct Design Approval . With respect to each Project, no later than seventy-five (75) days prior to the Estimated Construction Start Date, Ava shall deliver to City (i) a design & construction schedule, (ii) all drawings, plans, and specifications for the construction of the Project, and (iii) production estimation reports from Helioscope (or any comparable entity) (the “Design Plan”), which shall be subject to approval by City in its reasonable discretion. Within thirty (30) days following the date on which the Design Plan is received by City, City shall provide written notice to Ava either (a) accepting the Design Plan, or (b) rejecting the Design Plan, along with its commercially reasonable explanation for doing so, including, but not limited to, reference to (x) any operational issues at the applicable Project Site, or (y) substantial revisions to the original draft design plan upon which indicative pricing was based. If City rejects the Design Plan under clause (b) above, within thirty (30) days of receipt of City’s rejection, Ava, directly or indirectly through Developer, shall modify the Design Plan to address City’s objections (such modified plan, the “Modified Design Plan ”) and submit such Modified Design Plan to City for approval in its reasonable discretion. Within fifteen (15) days following the date on which the Modified Design Plan is received by City, City shall provide written notice to Ava indicating its acceptance or rejection of the Modified Design Plan. If City accepts the Modified Design Plan, such Modified Design Plan shall be deemed the applicable Design Plan for such Project. If City rejects the Modified Design Plan, the Parties shall resolve their differences in accordance with the dispute resolution procedures set forth in Section 20.3. Notwithstanding the foregoing, if Ava determines in its reasonable discretion that adherence to the Design Plan review periods and deadlines set forth in this Section 4.3 would render Ava’s ability to perform its obligations under this Agreement impossible or infeasible for any Project due to any deadlines for a necessary Governmental Approval or Critical Milestones hereunder, the Parties shall mutually agree in writing to the minimum changes to the deadlines set forth in this Section 4.3 necessary to make this Agreement capable of being performed and administered in accordance with its terms, while attempting to maximize the period during which the Design Plan is capable of being reviewed by City. (a) Adherence to Applicable Law. Notwithstanding anything to the contrary in this Agreement, the Parties recognize and acknowledge that the Design Plan and Modified Design Plan, if any, shall be subject to the requirements of all applicable permitting and approval processes by the applicable AHJ, and any Design Plan and/or Modified Design Plan may be modified at any time prior to COD as necessary to obtain any required Governmental Approvals.

Section 4.4
Construction Start.
(a) Construction Start. With respect to each Project, “ Construction Start ” shall be deemed to have occurred once Ava and/or Developer has (i) engaged all major contractors and ordered all major equipment and supplies as, in each case, can reasonably be considered necessary so that physical construction of such Project may begin and proceed to completion

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without foreseeable interruption of material duration, (ii) delivered to City a Design Plan which has been approved by City in its reasonable discretion in accordance with Section 4.3, and (iii) executed an EPC Contract and issued thereunder a notice to proceed that authorizes the applicable contractor to mobilize the Project Site and begin physical construction of the Project at the Project Site. The date of Construction Start will be evidenced by and subject to Ava’s delivery to City of written notice indicating the occurrence of Construction Start, and the date stated in such notice shall be the “Construction Start Date”.

Section 4.5 O bligation to Interconnect . Ava shall, directly or indirectly through Developer, at its own cost and expense, negotiate and enter into an Interconnection Agreement and such other agreements with the Local Electric Utility as needed to enable the transmission of Project Energy to the Delivery Points. City shall not be responsible for any costs under the Interconnection Agreement or any other agreements between Ava or Developer and the Local Electric Utility, including but not limited to the costs of any upgrades to the Transmission System associated with the interconnection of the Project. In no event shall City be required to maintain the interconnection Projects including metering Projects or for the cost and expense associated therewith.

Section 4.6
Commercial Operation.
(a) Commercial Operation Deadline. With respect to each Project, Ava shall cause the Commercial Operation Date to occur no later than ninety (90) days after the Construction Start Date (“Commercial Operation Deadline”).
(b) Force Majeure Delay. If Ava’s timely achievement of the Commercial Operation Date is impacted by a Force Majeure Event (“Force Majeure Delay ”), Ava shall be entitled to extend the Commercial Operation Deadline on a day-for-day basis for the duration of such Force Majeure Delay up to no more than one hundred twenty (120) days (“FM Delay Cure Period”), so long as Ava provides to City written notice of a Force Majeure Event in accordance with the requirements set forth in Section 10.1 on or before the Commercial Operation Deadline.

For the avoidance of doubt, no COD Delay Damages shall be owed during such FM Delay Cure Period.
(c) COD Delay Notice; COD Delay Cure Period. Ava shall provide City with advanced notice of any delay in achieving COD by the Commercial Operation Deadline (“COD Delay Notice”) at least forty (40) days in advance of the Commercial Operation Deadline (or, if Ava’s anticipation of such delay does not arise until after such advanced window, then as soon as reasonably practicable following such anticipation arising). If the Project has not achieved COD by the Commercial Operation Deadline (as extended by any FM Delay Cure Period thereto), then Ava may avoid an Ava Event of Default for the duration of the COD Delay Cure Period by passing through to the City the COD Delay Damages received from Developer pursuant to Section 5.6 .

Prior to the expiration of the COD Delay Cure Period, as long as Ava has provided the COD Delay Notice to City and passed through all COD Delay Damages received from Developer in accordance with this Section 4.6(c), Ava’s failure to achieve COD by the Commercial Operation Deadline shall not be deemed an Ava Event of Default. Upon either (A) Ava’s failure to timely pass through the COD Delay Damages, or (B) Ava’s failure to achieve COD on or prior to the expiration of the COD Delay Cure Period, in each case for any reason other than a Force Majeure Delay or City’s

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fault or negligence, Ava shall be deemed a Defaulting Party pursuant to Section 13.1(a) and City shall have the right to declare an Ava Event of Default and terminate the applicable Project. (i) Acknowledgement of Liquidated Damages . Each Party agrees that (1) the damages that City would incur due to Ava’s delay in achieving COD by the Commercial Operation Deadline would be difficult or impossible to predict with certainty, and (2) the prorated COD Delay Damages passed through pursuant to Section 5.6 are an appropriate approximation of such damages.
(d) COD Confirmation; Commissioning Tests. With respect to each Project, Ava shall (i) take all actions and obtain all approvals necessary to meet the obligations of this Agreement, to develop the Project, and to deliver the Product to City pursuant to the terms of this Agreement, and (ii) use commercially reasonable efforts to cause Developer to comply with all applicable CAISO and Local Electric Utility requirements for pre-operational testing. No later than three (3) Business Days prior to conducting a pre-operational test in connection with Commercial Operation of the Project (a “Commissioning Test”), Ava shall notify City of the date on which it intends to retain a Licensed Professional Engineer to conduct such Commissioning Tests. City shall have the right to be present during any such Commissioning Test, and to receive copies of an Installed Capacity Certificate issued by the Licensed Professional Engineer thereafter. Ava may change the date for such Commissioning Tests upon three (3) days’ advanced written notice of the Commissioning Test. On or promptly following the Commercial Operation Date (but in no event later than ten (10) Business Days thereafter), Ava shall provide notice to City confirming the occurrence of the Commercial Operation Date.

ARTICLE 5

INVOICING AND PAYMENT
Section 5.1
Billing and Payment Terms.
(a) Calculation of Monthly Payment. On a monthly basis during the Delivery Period, City shall pay Ava a Monthly Payment for all Product delivered hereunder, which shall be calculated in accordance with the following:
(i) With respect to each Project, the “PV Payment” shall be determined as follows: multiply (i) all PV Energy delivered to City at the Delivery Point during the applicable Contract Month, by (ii) $0.204 (the “Tranche A PPA Rate”). The “Storage Payment” shall be calculated by multiplying (i) $10.00 per kW (the “Storage Rate”) by (ii) the Storage Inverter Power for such Project. Notwithstanding the foregoing, the Parties acknowledge and agree that (1) the Tranche A PPA Rate and the Storage Rate set forth in this Section 5.1(a)(i) shall be subject to an annual escalation of three and one-half percent (3.50%) (the “Annual Escalator”), and (2) other than with respect to such Annual Escalator, such Tranche A PPA Rate is to remain fixed for the duration of the Term, except as otherwise set forth in Section 5.1(b). (ii) The sum of the PV Payment and the Storage Payment shall constitute the “Project Monthly Payment”, and the sum of all Project Monthly Payments for all Projects hereunder shall constitute the “Monthly Payment”.

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(b) Adjustments to Tranche A PPA Rate. With respect to the Tranche A PPA Rate, in the event that any Project is terminated or withdrawn from this Agreement due to an Early Termination Event, a City Event of Default, or a Lawful Permitting Denial Event occurring prior to COD for such Project, then Ava may revise the Tranche A PPA Rate, the amount of which shall be at its sole discretion so long as such revised Tranche A PPA Rate provides the City Portfolio with estimated Optimization Savings that result in cost neutrality. Upon Ava’s delivery of written notice to City of such revised Tranche A PPA Rate in accordance with the foregoing, such revised Tranche A PPA Rate shall take effect under this Agreement, and neither Party shall have any liability to the other with respect to the withdrawn Project(s) other than those that survive this Agreement. Any adjustment to the Tranche A PPA Rate made in accordance with this Section 5.1(b) shall be reflected in an amendment executed by both Parties in accordance with Section 20.18.

Section 5.2 Mon thly Invoices . Ava shall invoice City on a monthly basis, the delivery of which shall be no later than forty-five (45) days following the end of the applicable monthly billing period. Failure to send such invoice within ninety (90) days following the end of the applicable monthly billing period shall relieve the City of any liability for payment of the Product for such month. Such monthly invoices shall provide the following information (collectively, the “Invoice Information ”): (i) the records of data from the Meter indicating all PV Energy and Discharging Energy, as applicable; (ii) the Monthly Payment owed; and (iii) any Optimization Savings accrued during the month, if any; provided, that if Ava has not received the Invoice Information from Developer within forty-five (45) days following the end of the applicable monthly billing period, Ava may deliver an invoice to City based on historical trends, the amount owed under any such invoice shall be adjusted upon Ava’s receipt of the Invoice Information from Developer.

Section 5.3 Pa
yment Terms . Subject to Section 5.5, all amounts due under this Agreement are due and payable net thirty (30) days following receipt of an invoice. If such due date falls on a weekend or legal holiday, such due date shall be the next Business Day. Payments made after the due date shall be considered late and will bear interest on the unpaid balance. Any undisputed portion of the invoice amount not paid within such thirty (30)-day period shall accrue interest at the lesser of (x) an annual rate of five percent (5%) or (y) the maximum rate permitted under Applicable Law (the “Interest Rate”). All payments shall be made in U.S. dollars.

Section 5.4 Pa
yment Adjustments; Billing Errors . Payment adjustments shall be made if (i) City or Ava discovers any good faith inaccuracies or errors in the Invoice Information that are not otherwise disputed under Section 5.5, or (ii) an adjustment to an amount previously invoiced or paid is otherwise required due to a correction of data. If the required adjustment is in favor of City, City’s next Monthly Payment shall be credited in an amount equal to the adjustment.

If the required adjustment is in favor of Ava, Ava shall add the adjustment to City’s next monthly invoice. Adjustments in favor of either Party shall bear interest at the Interest Rate, until settled in full, accruing from the date on which the adjusted amount should have been due.

Section 5.5 B
illing Disputes . A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement, or adjust any invoice for any computational error within twelve (12) months of the date of such invoice or adjustment to such invoice was rendered. In the event any invoice or portion thereof, or any other claim or

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adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due pursuant to Section 5.3. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within five (5) Business Days of such resolution, along with interest accrued at the Interest Rate, from and including the original due date but excluding the date of payment following resolution. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 5.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent such dispute arises out of any misinformation originating from a third party not affiliated with any Party (other than Developer) and such third party corrects its information after such 12-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

Section 5.6
Pass Through Damages. To the extent that Ava receives any COD Delay Damages, Guaranteed Energy Damages, or Ava Termination Payments from the Developer pursuant to the terms of the Developer Agreement, Ava shall pass through such amounts (collectively, the “Pass-Through Damages”) to the City in full, less any reasonably incurred costs by Ava to (i) remedy the underlying default under the Developer Agreement, (ii) perform any Removal Services at the applicable Project Site, or (iii) collect such amounts from the Developer, including attorneys’ fees (such costs, the “Ava Pass-Through Costs ”). Upon Ava’s delivery to the City of the applicable Pass-Through Damages, Ava’s obligation to the City with respect to such incurred COD Delay Damages, Guaranteed Energy Damages or Ava Termination Payment, as applicable, under this Agreement shall be deemed satisfied in full and any corresponding default hereunder shall be deemed remedied, regardless of the amount of Ava Pass-Through Costs; provided, however, that in no event shall the Ava Pass-Through Costs exceed the amount of Pass- Through Damages. Such Pass-Through Damages shall be passed through from Ava to the City within ninety (90) days of receipt from the Developer in the form of a bill credit on a monthly invoice issued hereunder which reduces the Monthly Payment owed by the City.

Section 5.7
Books and Records.
(a) Maintenance of Records. The Parties shall maintain (i) any and all documents and records that demonstrate performance under this Agreement and any lease or license relating to the Projects, (ii) all ledgers, books of account, invoices, vouchers, cancelled checks, and other documents evidencing or relating to charges for services, and (iii) any records of expenditures and disbursements charged to the other Party, for a minimum period of two (2) years, or for any longer period required by Applicable Law, from the date of final payment to Ava pursuant to this Agreement. Unless otherwise required by law or directed otherwise by Ava in writing, an electronic copy of any record shall be deemed an original. (b) Inspection. Any documents required to be maintained pursuant to this Agreement shall be made available upon reasonable notice for inspection or audit at no cost to the requesting Party, at any time during regular business hours, upon written request by a designated representative of the requesting Party. The non-requesting Party shall provide copies of such documents to the requesting Party for inspection at a time and place that is convenient to the requesting Party.

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Section 5.8 Taxes. Each Party shall be responsible for its respective portion of the taxes hereunder; provided, however, that nothing shall obligate or cause either Party to pay or be liable to pay any taxes for which it is exempt under Applicable Law. (a) City’s Taxes. City is responsible for (i) payment of, or reimbursement to Ava for, all taxes assessed on (A) the PV Energy delivered to City at the Delivery Point, and (B) the Storage Inverter Power provided by the Project for the monthly Storage Payment, and (ii) real property taxes for the property where the Project is located, but only for real property taxes arising from City’s use of the property and no one else. If City is required by law or regulation to remit or pay taxes that are Ava’s responsibility hereunder, or the Developer’s, then within ninety (90) days following written notice from City of the taxes paid and applicable amounts, Ava shall reimburse City for the amount of any such paid taxes. Nothing herein shall obligate or cause City to pay or be liable to pay any taxes for which it is exempt under Applicable Law. (b) Ava’s Taxes. Ava is responsible for payment of, or reimbursement to City for (i) income taxes or similar taxes imposed on Ava’s revenues due to the sale of electricity or capacity under this Agreement, and (ii) personal property taxes imposed on the Project, if any. (c) Developer’s Taxes. Ava shall ensure Developer is responsible for payment of, or reimbursement to City for (i) income taxes or similar taxes imposed on Developer’s revenues due to the sale of electricity or capacity under this Agreement, and (ii) personal property taxes imposed on the Project arising out of ownership of each Project as set forth in Section 6.2(a), or for any other reason. Ava is responsible for reimbursing City for any such tax payments not reimbursed by Developer.

ARTICLE 6
PROJECT SITE ACCESS; PROPERTY OWNERSHIP
Section 6.1 Access Rights.
(a) Non-Exclusive License. With respect to each Project Site, City hereby grants, subject to the terms of this Section 6.1(a), to Ava and to Ava’s affiliates, employees, contractors (the “Licensees”), and assignees a non-exclusive, irrevocable, sub-licensable license running with the Project Site (the “Non-Exclusive License”) for access to, on, over, under, and across the Project Site from the Effective Date until the date that is one hundred eighty (180) days after the earlier of (x) termination of the applicable PSA, or (y) the expiration of the applicable Project Term (the “License Term”), for the purposes of performing all of Ava’s obligations and enforcing all of Ava’s rights set forth in this Agreement, and otherwise as required by the Licensees in order to effectuate the purposes of this Agreement (including, without limitation, subject to approval by the City in its reasonable discretion as to the specific additional location, the right to use additional space on or near the Project Site as reasonably necessary for the installation, interconnection, operation, maintenance, repair, replacement, and removal of the Project Equipment, Delivery Equipment, and any other additional necessary equipment and appurtenances running between the Project and the Delivery Point).
(b) Notification of Access. The Licensees shall provide proper notice to City and comply with City’s site safety and security requirements, as set forth in Attachment A of the

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applicable PSA, when on the Project Site during the License Term. The Licensees shall provide reasonable advanced notice prior to entry, which shall be no less than fourteen (14) days, to City or his or her designee, of Licensee’s intent to exercise the access rights set forth in this Section 6.1(b); provided, however, in the event of a Forced Outage, Force Majeure Event or other emergency, or if access is required in connection with a City-Requested Outage pursuant to Section 7.8, the Licensees shall provide as much reasonable advanced notice as is practicable under the circumstances prior to such entry. City will not charge rent for such right to access the Project Site. City may delay or deny access to Licensees for good cause by providing written notice of such delay or denial no more than ten (10) days after City receives notice of any Licensee’s intent to exercise access rights; provided, however, if City delays or denies access to Licensees for any reason during the applicable Delivery Period, and such delay or denial has a material adverse effect on Ava’s ability to satisfy the Guaranteed Energy Production and/or the Guaranteed Storage Availability, a City-Requested Outage shall be deemed to have occurred for the duration of such delay or denial.
(c) Maintenance of License. During the License Term, City shall preserve and protect the Licensees’ rights under the Non-Exclusive License and Licensees’ access to the Project Site and shall not interfere or permit any third parties under City’s control to interfere with such rights or access. Notwithstanding anything to the contrary contained herein, Ava shall have the right to assign or sublicense the Non-Exclusive License to Developer and its agents, employees, and contractors, or to any Financing Party. The Financing Parties are intended third party beneficiaries of City’s agreements in the Non-Exclusive License. Upon any rejection or early termination of the Agreement pursuant to any process undertaken with respect to Ava under the United States Bankruptcy Code, at the request of any Financing Party made within ninety (90) days of such termination or rejection, City shall execute a new grant of Non-Exclusive License(s) in favor of the Financing Parties, or their designees, on substantially the same terms as this Non- Exclusive License and in a manner consistent with the City-Specific Terms included as Exhibit III. City will not take any action inconsistent with the foregoing. (d) Rights of Licensees. With respect to each Project, the rights granted to the Licensees pursuant to the Non-Exclusive License for the duration of the License Term shall include the following, without limitation:
(i) The right to use City’s water already available and accessible to the Project Site (a) solely for cleaning the Projects in a manner that is not wasteful (it being understood and agreed that the Licensees’ right to such water is non-exclusive in that City and other third parties may also access such water) or (b) as otherwise required by Applicable Law or Governmental Authority;
(ii) The right to connect and use the electrical systems and internet located upon the Project Site and, as reasonably necessary, on nearby property owned or controlled by City, during the installation and construction of the Project, provided however, that internet access shall be granted under commercially reasonable conditions set forth by and subject to the approval of the applicable City authority, which approval shall not be unreasonably withheld; (iii) After (a) receipt of written consent from City (not to be unreasonably withheld, delayed or conditioned) on the preferred method, timing, and specific

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vegetation to be impacted and (b) issuance of any permit required under Applicable Law, the right to remove, trim, prune, top, or otherwise control the growth of any tree, shrub, plant, or other vegetation; and
(iv) After (a) receipt of written consent from City (not to be unreasonably withheld, delayed or conditioned) on the preferred method, timing, and specific objects to be impacted and (b) issuance of any permit required by Applicable Law, the right to remove any object on the Project Site that obstructs, interferes with or impairs the Project or its operations.
(v) In addition to the foregoing, City shall grant the Licensees a non- exclusive license over, across, and upon portions of the real property owned by City that lie outside of the Project Site for the limited purposes set forth in subclauses (i) through (iv). (e) Memorandum of License. City agrees that Ava, upon request to and approval from City, may record a memorandum of the Non-Exclusive License and Ava’s rights under this Agreement, and any amendments, assignments or sublicenses thereto, in each instance in form and substance mutually acceptable to each Party in its reasonable discretion. With respect to each Project, the Parties shall finalize a form of memorandum of license prior to the applicable Commercial Operation Date that can be recorded by Ava in the public land records in the county in which the Project Site is located. Upon termination of this Agreement or any PSA hereunder, with respect to the affected Projects, the Parties shall execute and cause to be recorded a memorandum providing record notice of such termination. (f) Ground-Mounted Generating Projects. The Parties acknowledge and agree that as of the Effective Date, no Generating Project hereunder is contemplated to be ground- mounted; provided, however, if, during the Term, as a result of a reasonably documented design change for any Tranche B Project that is a Generating Project, such Project is redesigned by Ava to be ground-mounted and located within a secured fenced area on the Project Site, City hereby grants to the Licensees an exclusive, sub-licensable license running with the Project Site (the “Exclusive License,” and together with the Non-Exclusive License, the “Licenses”) for purposes of the installation, operation, use, and maintenance of the Project on such exclusively licensed area of the Project Site during the License Term.

Section 6.2 O
wnership of Projects.
(a) Ownership of Projects; Personal Property. Throughout the Term, Developer shall be the legal and beneficial owner of each Project, and each Project will remain the personal property of Developer and will not attach to or be deemed part of or fixture to the applicable Project Site or any Improvement on which such Project is installed. Each of Ava and City agree that Developer is the tax owner of each Project, and all tax filings and reports shall be filed in a manner consistent with this Agreement. Each Project will at all times retain the legal status of personal property as defined under Article 9 of the Uniform Commercial Code. Notwithstanding the foregoing, in the event that Ava purchases one or more Projects from Developer pursuant to the terms of the Developer Agreement, all references to “Developer” in this Section 6.2(a) shall be deemed to refer instead to “Ava.”

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(b) Notice to City Lienholders. The City shall use commercially reasonable efforts to provide notice to all parties having a Lien on the applicable Project Site or any Improvement on which a Project is installed regarding the ownership of such Project and the legal status or classification of such Project as personal property. If any mortgage or fixture filing against any Project Site could reasonably be construed as prospectively attaching any Project as a fixture on such Project Site, the City shall provide a disclaimer or release from such lienholder. (c) Fixture Disclaimer. With respect to each Project Site, if the City is the fee owner of such Project Site, City consents to the filing of a disclaimer of any Project thereon as a fixture of the Project Site in the office where records are customarily filed in the jurisdiction where the Project Site is located. If the City is not the fee owner, the City shall obtain such consent from the applicable fee owner. For the avoidance of doubt, in either circumstance Ava shall have the right to file such disclaimer.

Section 6.3 C ovenants and Obligations Regarding Liens . The City shall not directly or indirectly cause, create, incur, assume, or suffer to exist any mortgage, pledge, step order, lien (including mechanics, labor or materialmen’s lien), charge, security interest, encumbrance or claim (each, a “Lien”) on or with respect to the Projects or any portion thereof, in favor of any Person other than a Financing Party. Ava shall not directly or indirectly cause, create, incur, assume, or suffer to exist any Lien on or with respect to any equipment or property of City, other than those Liens that Ava is permitted by Applicable Law to place on the City’s interest in a Project Site due the City’s non-payment of amounts due under this Agreement. If either Party breaches its obligations under this Section 6.3, such breaching Party shall (i) promptly notify the other in writing, (ii) cause any Lien to be discharged and released of record within fifteen (15) days of breaching Party having received written notice thereof, without cost to the other Party, and (iii) indemnify the non-breaching Party against all claims, losses, costs, damages, and expenses, including reasonable attorneys’ fees, incurred in discharging and releasing such Lien.

ARTICLE 7

PROJECT SITE MAINTENANCE
Section 7.1 General Covenants. Each Party covenants to and for the benefit of the other P
arty that throughout the Term:
(a) Each Party shall maintain (or obtain from time to time, as required) all Governmental Approvals necessary for it to legally perform its obligations under this Agreement. (b) Each Party shall undertake its obligations under this Agreement in compliance with (i) all Applicable Law (including, but not limited to, those related to workplace safety, employment discrimination, prevailing wage, non-discrimination and non-preference, and conflicts of interest); (ii) Prudent Operating Practices; (iii) all applicable operating policies, criteria, rules, guidelines, tariffs, and protocols of the CAISO and the Local Electric Utility; and (iv) all applicable requirements of the CPUC, CARB, FERC, NERC, and WECC (including WECC Scheduling Practices).

Section 7.2 Tran
smission and Distribution Maintenance Information . If either Party receives information through CAISO or from the Local Electric Utility regarding maintenance that

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will have a material adverse effect on the Generating Project or which may result in a Forced Outage, it will provide the information promptly to the other Party.

Section 7.3 U se of Equipment . Ava shall cause Developer to maintain and use its equipment in a safe and workmanlike manner at all times. Ava shall cause Developer to prevent or avoid conducting or permitting activities on, in, or about the Project Site or the Improvements that have a reasonable likelihood of causing damage or impairment, or otherwise adversely affecting the Project, Project Site, or Improvements. Ava shall indemnify City for any loss or damage to the Project, Project Site, or Improvements to the extent caused by or arising out of (i) Developer’s breach of its obligations under this Section 7.3 or (ii) the acts or omissions of Developer or its employees, agents, invitees, or separate contractors following Developer’s failure to cure those actions contemplated under sub-clause (i) or (ii) within sixty (60) Business Days’ receipt of City’s notice, which shall be provided no later than ten (10) Business Days from City becoming aware of such breach, act, or omission.

Section 7.4
Insolation. City acknowledges that unobstructed access to sunlight (“Insolation”) is essential to Ava’s performance of its obligations and a material term of this Agreement. City shall not cause or permit any interference with the Generating Project’s Insolation and to the extent within its reasonable control shall ensure that vegetation on the Project Site adjacent to the Generating Project is regularly pruned or otherwise maintained to prevent interference with the Generating Project’s Insolation. City shall provide necessary approvals or acknowledgements to enable the delivery of a shade report from SunEye (or a comparable entity) within the five (5) Business Days prior to the Commercial Operation Date. If the Insolation of the Project is materially reduced during the Term due to new obstructions or vegetation, the Expected Annual Contract Quantity shall be reduced in proportion to the decrease in Insolation. If City discovers any activity or condition that could diminish the Insolation of the Generating Project, City shall immediately notify Ava and cooperate with Ava in preserving and restoring the Generating Project’s Insolation levels as they existed on the Effective Date and as allowed by Applicable Law and within the reasonable control of the City.

Section 7.5
Maintenance of Project Site . City shall, at its sole cost and expense, maintain the Project, Project Sites, and Improvements in good condition and repair. City, to the extent within its reasonable control, (i) shall ensure that the Project Site remain interconnected to the local utility grid at all times, and (ii) shall not permit cessation of electric service to the Project from the local utility. City is fully responsible for, and shall properly maintain in full working order and good repair, the electrical infrastructure on the City’s side of the Delivery Point, including all of City’s equipment that utilizes the Project’s outputs. City shall cooperate with Ava and Developer to comply with any technical standards of the utility providing electrical power to the City.

Section 7.6 N
o Alteration of Project Site . City shall inform Ava in writing not less than thirty (30) days prior to making any alterations or repairs to the Project Site (except for emergency repairs) or any Improvement that may have an Adverse Effect on the operation and maintenance of the Project. Thereafter, City shall use commercially reasonable efforts to conduct such repairs, alterations, or Improvements in compliance with any reasonable request by Ava to mitigate such Adverse Effect, which request shall be made by Ava within ten (10) days after having received written notice from City. If any repair, alteration, or Improvement results in a permanent and

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material adverse economic impact on the Project, City may request relocation of the Project under Article 11 hereof. To the extent that temporary disconnection or removal of the Project is necessary to perform such alterations or repairs, Ava shall use commercially reasonable efforts to cause Developer to perform such work, and any re-connection or re-installation of the Project, at City’s cost. Ava shall use commercially reasonable efforts to cause Developer to make any alterations and repairs in a good and workmanlike manner, in compliance with all Applicable Law. For purposes of this Section 7.6, “Adverse Effect” means any set of circumstances or facts which impairs or limits the performance of the Project, including, but not limited to, any event, circumstance or fact that could (i) reduce the solar production of the Generating Project, (ii) adversely impact the performance of the Storage Project, (iii) violate the underlying Project Equipment’s safety and operating standards, or (iv) void any warranty of the Project or the underlying Project Equipment.

Section 7.7 Proje ct Repair and Maintenance . Ava shall, directly or indirectly through Developer, cause the Projects to be operated and maintained in accordance with Prudent Operating Practices. Ava may cause Developer to suspend delivery of electricity from the Project to the Delivery Point for the purpose of maintaining and repairing the Project; provided, that Ava shall cause Developer to use commercially reasonable efforts to (i) minimize any interruption in service to the City and (ii) limit any such suspension of service to weekend or off-peak hours. Scheduled and unscheduled maintenance and repairs shall be undertaken at Ava’s sole cost and expense, except that City shall reimburse Ava for the reasonable cost of any repairs or maintenance resulting from damage caused by City, its agents, employees or contractors. Ava will provide to City a written schedule of times when a Project, or a portion thereof, will be unavailable due to planned inspection or maintenance for the Project (each a “Planned Outage”) for each Contract Year no later than thirty (30) days prior to the first day of the applicable Contract Year. City may provide comments no later than ten (10) days after receiving any such schedule, and Ava will in good faith take into account any such comments. Ava will deliver to City the final updated schedule of Planned Outages no later than ten (10) days after receiving City’s comments. Ava shall be permitted to reduce deliveries of Product during any period of such Planned Outages; provided, however, such Planned Outages shall not exceed one hundred twenty (120) hours in any calendar year, plus such additional hours as are reasonably necessary for Ava to comply with maintenance, as required by Applicable Law. Notwithstanding the foregoing, Ava shall be permitted to reduce deliveries of Product during a (i) Forced Outage or (ii) a Force Majeure Event, as the result of either of which, Ava shall provide City written notice of such event, including the anticipated duration, if known. Except to the extent expressly provided under this Agreement, City shall have no obligations or liability with respect to the maintenance or repair of Project Equipment.

Section 7.8 C
ity-Requested Outages. With respect to each Project, upon City’s written request, Ava shall cause Developer to take such Project off-line for a total of five (5) days during each Contract Year (each event a “City-Requested Outage” and the five-day period the “Outage Allowance”). The Outage Allowance includes all City-Requested Outage hours undertaken by Developer for maintenance or repairs for which City is responsible pursuant to Section 7.7 or requested by City under this Section 7.8 (other than due to the fault or negligence of Ava). City’s request shall be delivered at least five (5) days in advance. City is not obligated to accept or pay for electricity from the Project for City-Requested Outages up to the annual Outage Allowance. If City’s aggregate hours for City-Requested Outages exceed the Outage Allowance in a given Contract Year, other than due to a Force Majeure Event, Ava shall cause Developer to reasonably

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estimate the amount of electricity, based on the daily average derived from consumption of Project Energy from the consecutive three (3) weeks immediately preceding the latest City-Requested Outage, that would have been delivered to City during such excess City-Requested Outages, and City shall pay Ava for such amount in accordance with this Agreement.

Section 7.9
Use and Payment of Contractors and Subcontractors . Ava may use properly licensed and qualified contractors and subcontractors to perform its obligations under this Agreement. Ava shall ensure that all contractors and subcontractors are sufficiently qualified and experienced equal to the standard observed by a competent practitioner of the profession in which the consultant or subcontractor is engaged. However, Ava shall be responsible for the quality of the work performed by its contractors and subcontractors. Ava shall pay when due all valid charges from all contractors, subcontractors, and suppliers supplying goods or services to Ava under this Agreement.

Section 7.10 Pre
vailing Wages; Hiring Requirements.
(a) Prevailing Wage. In accordance with the terms of the Developer Agreement, Ava shall use reasonable efforts to ensure that all contractors, subcontractors, and employees hired or contracted by Developer which will perform construction work or otherwise provide services on any Project Site related to the construction of any Project (such work or services, the “On-Site Services ,” and each such contractor or subcontractor, an “On-Site Contractor”) are paid wages at rates not less than those prevailing for workers performing similar work in the locality as provided by applicable California law, if any. Nothing in the Developer Agreement shall require Developer or its subcontractors or contractors to comply with, or assume liability created by, inapplicable provisions of any California labor laws. (b) Hiring Requirements. In accordance with the terms of the Developer Agreement, Ava shall use commercially reasonable efforts to cause Developer and/or each On- Site Contractor to (i) hire individuals who reside in either Alameda County or San Joaquin County for the performance of the majority of total hours spent performing On-Site Services, and (ii) utilize union labor in the performance in On-Site Services.

Section 7.11
Notice of Hazardous Substances . I f any product being offered, delivered or supplied to the City or at the Project Site in connection with this Agreement is listed in the Hazardous Substances list of the Regulations of the Director of Industrial Relations with the California Occupational Safety and Health Standards Board, or if the product presents a physical or health hazard as defined in the California Code of Regulations, General Industry Safety Order, Section 5194 (T8CCR), Hazard Communication, the Ava shall cause Developer to include a Material Safety Data Sheet (“MSDS”) with delivery or shipment to the Project Site. Each MSDS shall include the contract/purchase order number and identify the “Ship To Address.” Ava shall cause Developer to ensure all shipments and containers comply with the labeling requirements of Title 49, Code of Federal Regulations by identifying the Hazardous Substance, name and address of the manufacturer, and the appropriate hazard warning regarding potential physical safety and health hazards.

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ARTICLE 8
PERFORMANCE GUARANTEES; WARRANTIES
Section 8.1 G uaranteed Energy Production .
(a) Guaranteed Energy Production. Starting on the second (2 nd) Contract Year, during each Performance Measurement Period, Ava shall be required to deliver to City no less than eighty-five percent (85%) of the Expected Annual Contract Quantity set forth on Exhibit I (the “Guaranteed Energy Production”). For purposes of determining whether Ava has achieved the Guaranteed Energy Production, Ava shall be deemed to have delivered to City the “Adjusted Energy Production”, which shall consist of (i) all Project Energy (measured in kWh) actually delivered by Ava to City during the applicable Contract Year, and (ii) any energy in the amount it could have delivered to City but was prevented from delivering to City by reason of (A) the occurrence of a Force Majeure Event (so long as such Force Majeure Event was properly declared in accordance with Section 10.1), (B) a Planned Outage, and/or (C) a Forced Outage (“Lost Output”). For each Contract Year, Ava shall be deemed to have achieved the Guaranteed Energy Production if the Adjusted Energy Production is greater than or equal to eighty-five percent (85%) of the Expected Annual Contract Quantity. If Ava fails to achieve the Guaranteed Energy Production amount in any Contract Year, Ava shall pay City Guaranteed Energy Damages calculated in accordance with Section 8.1(b). For purposes of this Section 8.1(a), “Performance Measurement Period” means each rolling three (3) Contract Year period starting on the second (2nd) Contract Year (i.e., Contract Years 2, 3, and 4 shall comprise the first such period, Contract Years 3, 4, and 5 shall constitute the second such period, etc.) during the Portfolio Delivery Period (and, for the avoidance of doubt, as first determined after the end of the fourth (4th ) Contract Year with respect to the first Performance Measurement Period). (b) Guaranteed Energy Damages. On or before the fifteen (15 th) day of the first monthly billing period of the following Performance Measurement Period, City shall invoice Ava for all Guaranteed Energy Damages accrued, if any, during the preceding Performance Measurement Period, in accordance with the following:
(i) In any Performance Measurement Period, in the event that Ava fails to achieve the Guaranteed Energy Production, Ava shall pay City the Guaranteed Energy Damages accrued during such Performance Measurement Period; provided, however, that Ava shall have no obligation to pay Guaranteed Energy Damages in excess of seventy-five percent (75%) of the applicable PV Payments accrued during such Performance Measurement Period (the “Guaranteed Energy Damages Cap”). Guaranteed Energy Damages will be City’s sole and exclusive remedy for Ava’s failure to achieve the Guaranteed Energy Production.

Section 8.2
Guaranteed Storage Availability.
(a) Guaranteed Storage Availability. Starting on the second (2 nd) Contract Year, during each Contract Month, Ava shall be required to maintain a Monthly Storage Availability greater than or equal to ninety percent (90%) (the “ Guaranteed Storage Availability”). For purposes of determining the Monthly Storage Availability, a Storage Project shall be deemed to be available during the occurrence of any of the following events (each, an “Excused Storage Event ”): (i) Force Majeure Event, (ii) Planned Outage, (iii) City-Requested

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Outage (to the extent such outages do not exceed the Outage Allowance for the applicable Contract Year), or (iv) Forced Outage. In each Contract Month, the “Monthly Storage Availability” shall be calculated for each Storage Project as a percentage based on the quotient of: (A) (i) the total number of hours in the Contract Month, minus (ii) the total number of hours in such Contract Month during which the Storage Project was unavailable, other than as a result of Excused Storage Event; divided by (B) the total number of hours in the Contract Month. Ava shall be deemed to have achieved the Guaranteed Storage Availability in a particular Contract Month if the Monthly Storage Availability is greater than or equal to ninety percent (90%). (b) Guaranteed Storage Damages. In any Contract Month, if Ava fails to achieve the Guaranteed Storage Availability, the following terms shall apply:
(i) If the Monthly Storage Availability for any Storage Project is less than ninety percent (90%) but greater than seventy percent (70%), Ava shall owe City liquidated damages (“Guaranteed Storage Damages ”) in an amount equal to the product of (A) the applicable Storage Payment for such Contract Month, multiplied by (B) ninety percent (90%), minus the Monthly Storage Availability, multiplied by (C) two (2). Such Guaranteed Storage Damages shall be passed through from Ava to the City in the form of a bill credit on a monthly invoice issued hereunder, which reduces the Monthly Payment owed by the City. (ii) If the Monthly Storage Availability for any Storage Project is less than seventy percent (70%), the applicable Storage Payment owed by City for such Contract Month shall be reduced to zero dollars ($0).

Section 8.3 A
va Performance Warranties .
(a) Roof Damage Warranty. Ava warrants that no damage will be inflicted on the roof of any Improvement on which any Project is installed (“Project Roof”) as a result of the installation or maintenance of such Project (“Roof Damage Warranty ”). With respect to each Project, Ava shall provide such Roof Damage Warranty starting on the applicable Construction Start Date and ending on the date that is the later of (x) ten (10) years after Ava’s most recent performance of installation or maintenance activities on such Project Roof, or (y) the expiration of any then-effective installer warranty on the applicable Project Roof. In the event that Ava or Developer damages any Project Roof during the term of the Roof Damage Warranty, Ava shall promptly repair and remedy such damage to the reasonable satisfaction of City. (b) Workmanship Warranty. Ava warrants that each Project will be fit for its intended purpose and free from defects in design, materials, and workmanship for a period of three (3) years, starting on the Commercial Operation Date. If any Project, or any component or portion thereof, fails to conform to the foregoing warranty, Ava shall, at its own expense, remedy such defect in a timely manner.
(c) Project Equipment Warranty. With respect to each Project, Ava warrants that on the applicable Commercial Operation Date, all Project Equipment will be (1) new, (2) Error-Free, (3) provided by a Tier 1 Supplier, and (4) with respect to each Storage Project only, will (i) benefit from a manufacturer’s warranty, including an energy retention warranty, and (ii)

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include all of the components, functionality, and other material features that affect performance and provide the user experience of a standard, high-quality storage project.

Section 8.4 N O OTHER WARRANTY . EXCEPT AS EXPRESSLY PROVIDED IN

THIS AGREEMENT, AVA MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR

IMPLIED, AND EXPLICITY DISCLAIMS ANY WARRANTY OR GUARANTEE IMPLIED

BY LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR

A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND IMPLIED WARRANTIES OF CUSTOM OR USAGE.

ARTICLE 9
RECS AND INCENTIVES; OPTIMIZATION SAVINGS
Section 9.1 R
enewable Energy Credits . Upon purchasing the Product pursuant to this Agreement, City is entitled to the benefit of, and will retain all ownership interests in, the RECs associated with such Product. Ava is entitled to the benefit of, and will retain all ownership in, the Incentives. Ava shall cooperate with City in obtaining, securing, and transferring any and all RECs to the City. City is not obligated to incur any out-of-pocket costs or expenses in connection with such actions unless reimbursed by Ava. Ava shall not make any filings or statements inconsistent with City’s ownership interests in the RECs. If any RECs are delivered directly to Ava, Ava shall promptly pay or deliver such items to City. For the avoidance of doubt, so long as Ava cooperates in City obtaining all ownership interests in the RECs, Ava shall have the unrestricted right to obtain and utilize all other Incentives, Ancillary Services, and Capacity Attributes associated with the Product hereunder.

Section 9.2 D
elivery of RECs. Ava shall take, or cause to be taken, all actions, and shall execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with RECs corresponding to any Project Energy are issued, tracked, and transferred in a timely manner to the City for the City’s sole benefit. Ava shall transfer the RECs to the City. Ava shall comply with all Applicable Law, including the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to the City and the City shall be given sole title to all such WREGIS Certificates. In addition, with respect to each Project, prior to COD, Ava shall register the Project, or cause the Project to be registered, with WREGIS, and establish an account with WREGIS (“Ava WREGIS Account”), which Ava shall maintain until the end of the applicable Delivery Period. Ava shall transfer the WREGIS Certificates using Forward Certificate Transfers from the Ava WREGIS Account to the WREGIS account(s) of the City or the account(s) of a designee that the City identifies by notice to Ava (“ City WREGIS Account ”).

Notwithstanding the foregoing, in the event that the City does not have a City WREGIS Account, Ava shall deliver all RECs hereunder via Attestation Form.

Section 9.3 O
ptimization Savings . Ava shall provide Optimization Savings with the Product. “Optimization Savings ” means the savings realized on City’s utility bill(s) directly attributable to the use of the Project and shall include, but not be limited to, savings that are realized from demand charge management, energy arbitrage, load shaping, and coincident peak, installed capacity tag mitigation, or any front-of-the-meter savings, which shall be reflected in the form of a credit reduction to the applicable Monthly Payment on the monthly invoices issued by Ava hereunder. For the avoidance of doubt, any City savings resulting from a rate or tariff switch or

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upfront Ava incentives enabled by the presence and/or operation of the Project shall be considered Optimization Savings. Ava shall provide Optimization Savings in a commercially reasonable manner, but Ava shall have discretion over the manner in which Optimization Savings are provided, including which services comprising constituent parts of Optimization Savings to provide at any particular time, to accrue Total System Benefit. Ava shall have no obligation and makes no guarantees as to the amount of Optimization Savings that will be provided to the City hereunder.

Section 9.4 G
rid Services . Ava and City acknowledge that the Storage Projects are capable of generating revenue through demand response, capacity, and/or wholesale energy (collectively, the “Grid Services” and each a “Grid Service”). Grid Services may be provided through, to, or in connection with the CAISO, the Local Electric Utility, or an aggregator. Ava may enroll the Storage Project in Grid Services if (i) Ava provides advance written notice to the City and (ii) Ava determines, in its reasonable discretion, that such enrollment will not reduce the realized Optimization Savings or impair the Storage Project’s twenty percent (20%) battery back- up reserve. If Ava enrolls the Storage Project in Grid Services, Ava shall receive any value resulting from the Grid Services provided, including revenues, environmental benefits, and grid reliability and resiliency.

Section 9.5 S
torage Management . Ava shall, at all times during the Term, operate and maintain the Storage Projects in accordance with Prudent Operating Practice and Applicable Law.

At all times throughout the Delivery Period, Ava shall cause each Storage Project to maintain a twenty percent (20%) minimum battery back-up reserve.

ARTICLE 10
FORCE MAJEURE; BUDGETARY NON-APPROPRIATION EVENT
Section 10.1
Force Majeure Event. If either Party reasonably is unable to timely perform any of its obligations (other than payment obligations) under this Agreement, in whole or in part, due to a Force Majeure Event and without the fault or negligence of the Party relying thereon as justification for such delay, that Party will be excused from performing such obligations for the duration of the time that such Party remains affected by the Force Majeure Event; provided that such Party uses commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resumes performance of its affected obligations as soon as reasonably practical. The Party affected by the Force Majeure Event shall notify the other Party as soon as reasonably practical after the affected Party becomes aware that it is or will be affected by a Force Majeure Event. If the Force Majeure Event occurs during the Term and impacts the ability of the Project to deliver electricity to the Delivery Point or to provide capacity, as applicable, the Term will be extended day-for-day for each day delivery is suspended due to the Force Majeure Event.

Section 10.2 Te
rmination Due To Force Majeure . With respect to each Project, after the Commercial Operation Date, either Party shall have the right, but not the obligation, to either (a) terminate the applicable Project or (b) relocate the applicable Project in accordance with Section 11.1, in each case, after the occurrence of the following (each, a “ Force Majeure Failure”): (1) due to a Force Majeure Event, Ava is unable to meet its obligations under this Agreement for a period greater than ninety (90) consecutive days; or (2) the Project is (i) destroyed by a Force Majeure Event and Ava is unable to cause Developer to rebuild the Project within one

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(1) year, or (ii) rendered permanently inoperable by a Force Majeure Event. For the avoidance of doubt, any Force Majeure Delay occurring prior to the Commercial Operation Date shall be subject to the requirements in Section 4.6(b).

Section 10.3 Budgetary Non-Appropriation Event. Notwithstanding anything to the contrary, due to the constitutional limitations levied on City, it may be unable to appropriate funds for the procurement of any utility services for a particular fiscal year (a “ Budgetary Non- Appropriation Event ”). If a Budgetary Non-Appropriation Event occurs with respect to City during the Delivery Period of any Project hereunder, then City shall notify Ava of the starting date of such Budgetary Non-Appropriation Event (the “Non-Appropriation Start Date”) within thirty (30) days of its receipt of the invoice for the first month affected by such Budgetary Non- Appropriation Event. During a Budgetary Non-Appropriation Event, if City does not otherwise have other funds available to make payments due under this Agreement, City is not obligated to accept delivery of, or pay for, any Product delivered under this Agreement for the period starting on the Non-Appropriation Start Date until such Budgetary Non-Appropriation Event has terminated (such period, the “Non-Appropriation Period”), which shall be confirmed by City in a writing timely delivered to Ava after the City has properly appropriated funds for payment hereunder. For the avoidance of doubt, during the Non-Appropriation Period, Ava shall have no obligation to deliver any Product hereunder. City agrees that it shall use its best efforts to seek appropriation for utility services during the term of this Agreement. If a Budgetary Non- Appropriation Event continues for more than one hundred eighty (180) days, Ava (but not City) may, at its sole discretion, terminate this Agreement.

Section 10.4 E
xercise of City Permitting Authority . If Ava, acting in good faith, reasonably determines that City lawfully, fairly, and neutrally applied its authority to deny, suspend, revoke or terminate a certificate, permit, franchise, approval, authorization, or power under Applicable Law for any Project (its “Permitting Authority”), and such lawful exercise of the City’s Permitting Authority causes Ava or Developer to be unable to lawfully conduct operations on the Project Site (a “Lawful Permitting Denial Event ”), then Ava may, at its sole discretion, terminate the Affected Projects in accordance with Section 10.5 below. If such Lawful Permitting Denial Event occurs prior to the Commercial Operation Date of the Affected Project, Ava shall have the right to adjust the Tranche A PPA Rate in accordance with Section 5.1(b).

Section 10.5 N o-Fault Termination . If either Party terminates one or more Projects (the “Affected Projects ”) due to, (a) after Construction Start, either a Force Majeure Failure in accordance with Section 10.2 or a Budgetary Non-Appropriation Event in accordance with Section 10.3, or (b) at any time during the Term, a Lawful Permitting Denial Event in accordance with Section 10.4, or a Tariff Termination in accordance with S ection 17.2 then upon any such termination (i) neither Party shall have any liability to the other Party with respect to such Affected Projects other than those that survive this Agreement, and (ii) Ava shall have the option to deliver a Relocation Request in accordance with Section 11.1, provided that nothing contained in this Section 10.5 shall limit the Parties’ rights and obligations under Section 5.1(b). Notwithstanding the foregoing, the occurrence of a Force Majeure Event, Budgetary Non-Appropriation Event, Lawful Permitting Denial Event, or Tariff Termination shall not, to the extent an Event of Default exists during such time, limit either Party’s ability to declare an Event of Default pursuant to Article 13 and receive a Termination Payment, to the extent applicable.

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ARTICLE 11

RELOCATION AND REMOVAL UPON TERMINATION
Section 11.1 R elocation Requests . W ith respect to each Project, at any time during the Project Term, either Party shall have the right to propose in writing the relocation of the applicable Project to a new Project Site upon the occurrence of an EOD Relocation Event or No-Fault Relocation Event (a “Relocation Request”). If both Parties agree in their reasonable discretion that the Relocation Request is practically feasible and preserves the economic value of the agreement, the Parties shall seek to negotiate in good faith an agreement for the relocation of the Project, which relocated site shall be subject to the approval of Ava in its reasonable discretion and subject to the negotiation of a mutually acceptable license. Upon successful relocation of the Project due to an EOD Relocation Event, any Event of Default associated with the original Project Site, if applicable, shall be deemed to have been cured, and the Non-Defaulting Party shall have no right to declare an Event of Default associated therewith. The costs associated with any relocation performed due to an EOD Relocation Event shall be borne entirely by the Defaulting Party, whereas the costs and expenses associated with any relocation performed due to a No-Fault Relocation Event shall be split evenly between the Parties; provided, if any relocation occurs during the Delivery Period, City shall be required to continue to make the Project Monthly Payment for the period of time between decommissioning of the Project at the original Project Site and the Commercial Operation Date of the Project at the new Project Site based upon a pro rata calculation of the Expected Annual Contract Quantity for such period. If the Parties are unable to reach agreement on relocation of the Project within one hundred twenty (120) days after the date of receipt of City’s proposal, then such Relocation Request shall be deemed withdrawn and the applicable Project may be terminated in accordance with this Agreement. For purposes of this Section 11.1, an “E
OD Relocation Event ” shall be deemed to have occurred (a) with respect to either Party, if an Event of Default occurs and such Event of Default could reasonably be cured by moving the Project to another Project Site, or (b) the City terminates or withdraws the applicable Project from this Agreement for any reason other than an Ava Event of Default. A “No-Fault Relocation Event” shall be deemed to have occurred if (i) any Early Termination Event occurs, or (ii) a Force Majeure Failure occurs.

Section 11.2 Removal Services . Upon the expiration or earlier termination of this Agreement or any PSA hereunder, Ava shall, directly or indirectly through Developer, at Ava’s sole expense (unless expressly provided otherwise in this Agreement), within ninety (90) days after the applicable termination or expiration (the “Removal Deadline”), perform the following actions to remove the Project from the Project Site (the “Removal Services”): (i) remove all tangible property comprising the Project, personal property of Ava and/or Developer, and all other related equipment; (ii) ensure that the Project Site is returned to substantially its original condition (excluding ordinary wear and tear), including by (x) removing the Project’s mounting pads or other support structures and (y) repairing and restoring the roof and the roof membrane, subject to Section 8.3(a). City shall ensure that Ava and/or Developer is given sufficient access, space, and cooperation as reasonably necessary to facilitate the Removal Services. This provision shall survive the expiration or termination of this Agreement and any PSA hereunder.

Section 11.3 A bandonment . If Ava fails to commence the Removal Services by the applicable Removal Deadline, any property not removed from the Project Site shall be deemed abandoned by Ava and/or Developer, and shall become the property of City, and City may, at its

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option, remove the Project and/or Project Equipment from the Project Site and relocate to a warehouse, or otherwise dispose or retain ownership of such property indefinitely, as it determines in its sole discretion. If the City performs any Removal Services after the Removal Deadline in accordance with this Section 11.3
, Ava shall reimburse City for the cost of such Removal Services (the “Removal Costs”) within thirty (30) days of receipt of an invoice thereof. City shall have no liability to Ava or Developer for any property deemed abandoned per this Section 11.3. This provision shall survive the expiration or termination of this Agreement and any PSA hereunder.

Section 11.4 A va Removal Security . If a Credit Downgrade Event occurs with respect to Ava at any time during the Term, within forty five (45) days of such Credit Downgrade Event, Ava shall post or deliver to City a security deposit of fifty dollars ($50) per kW of Contract Capacity (“Ava Removal Security”) in the form of a Letter of Credit or cash. If (i) Ava fails to commence the Removal Services by the applicable Removal Deadline, and (ii) fails to reimburse City for the cost of Removal Services within thirty (30) days of receipt in accordance with Section 11.3, then, to the extent such Ava Removal Security is available in accordance with this Section 11.4, City may draw on any outstanding Letter of Credit and retain any cash then held by City to satisfy any amounts owed by Ava with respect to the Removal Costs only; provided, that City shall be obligated to return any surplus proceeds in excess of the Removal Costs after Ava’s obligations under Section 11.3 have been satisfied. Ava shall maintain the Ava Removal Security until (a) the Removal Services have been completed and (b) the Removal Costs have been paid or reimbursed by the responsible Party in full pursuant to the terms of this Agreement. Following the occurrence of both (a) and (b), City shall promptly return to Ava the Ava Removal Security, less any amounts drawn thereon in accordance with this Section 11.4.

ARTICLE 12

MEASUREMENT
Section 12.1 Meter. Each Project’s electricity output during the Term shall be measured by the applicable City’s meter, which shall be a revenue grade meter that meets ANSI-C12.20 standards for accuracy (the “Meter”). The Meter shall be installed, commissioned, and operated by Developer throughout the applicable Project Term at Developer’s sole cost and expense.

Throughout the Term, Developer shall provide reasonable access to the Meter and measurement data associated therewith to Ava and the City.

ARTICLE 13

DEFAULTS, REMEDIES, AND DAMAGES
Section 13.1 A
va Project Defaults . With respect to the affected Project only, Ava shall be deemed a Defaulting Party upon the occurrence of any of the following events (each, an “Ava Project Default”):
(a) The Project fails to achieve the Commercial Operation Date by the Commercial Operation Deadline (subject to any FM Delay Cure Period or COD Delay Cure Period thereto);

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(b) A Forced Outage lasting longer than two hundred seventy (270) days occurs with respect to such Project; provided, however, that this Section 13.1(b) shall not apply to a Forced Outage caused solely by a Force Majeure Event; or (c) Due to acts or omissions of Ava, a mechanics’ Lien is filed against the Project, and such Lien has not been discharged, bonded or contested by Ava in good faith by proper legal proceedings within twenty (20) days of receipt of notice thereof.

Section 13.2 City’s Remedies for Ava Project Default. If a Ava Project Default has occurred and is continuing, and following the expiration of any applicable cure period set forth therein, City may perform any and all of the following actions: (i) suspend performance under this Agreement with respect to such Project; (ii) accelerate all amounts owing between the Parties with respect to such Project; (iii) withhold a portion of any payments due to Ava under this Agreement in an amount attributable to such Project; and/or (iv) terminate the applicable PSA. Upon the termination of any PSA hereunder, Ava shall perform the Removal Services for such Project in accordance with Section 11.2 at Ava’s sole expense.

Section 13.3 Ava Portfolio Defaults. Ava shall be deemed a Defaulting Party under this Agreement upon the occurrence of any of the following events (each, a “Ava Portfolio Default”):
(a) Ava delivers to City, without City’s prior consent, energy or other product from a resource outside of the City Portfolio;
(b) a Bankruptcy Event shall have occurred with respect to Ava; (c) Ava fails to pay City any undisputed amount owed under this Agreement within sixty (60) days after receipt of notice from City of such past due amount; (d) Ava fails to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default under this Article 13) and such failure is not remedied within thirty (30) days after notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if Ava is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts; provided, that the cure period under this Section 13.3(c) may be extended by an additional subsequent period not to exceed ninety (90) days in the event that such Ava Portfolio Default is caused by a default of Developer under the Developer Agreement and Developer’s Financing Party has stepped in to effectuate a cure after the expiration of the corresponding cure period set forth in the Developer Agreement); and
(e) Any representation or warranty made by Ava herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if Ava is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts; provided, that the cure period under this Section 13.3(d) may be extended by an additional subsequent period not to exceed ninety (90) days in the event that such Ava Portfolio Default is caused by a default of Developer under the Developer Agreement and Developer’s Financing Party has stepped in to

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effectuate a cure after the expiration of the corresponding cure period set forth in the Developer Agreement).

Section 13.4 C ity’s Remedies for Ava Portfolio Default. If an Ava Portfolio Default has occurred and is continuing, and the following the expiration of any applicable cure period set forth therein, City may perform any and all of the following actions: (i) suspend performance under this Agreement; (ii) accelerate all amounts owing between the Parties; (iii) withhold all payments due to Ava under this Agreement; (iv) terminate this Agreement upon providing written notice to Ava, and upon any such termination, demand payment from Ava of the Termination Payment (as such amount may be adjusted in accordance with Section 5.6); and/or (v) exercise any other right or remedy available at law or in equity, except to the extent such remedies are expressly limited under this Agreement; provided, that no termination may occur unless and until written notice has been delivered to any Financing Party for which City has received notice in accordance with Section 18.2. Upon the termination of this Agreement, Ava shall perform the Removal Services for the entire City Portfolio in accordance with Section 11.2 at Ava’s sole expense.

Section 13.5 City Project Default . With respect to the affected Project only, City shall be deemed a Defaulting Party upon the occurrence of any of the following events (each, a “City Project Default”):
(a) Due to acts or omissions of the City, Ava indirectly loses its rights to use and enjoy the Project Site under the Non-Exclusive License, unless the Parties can agree to relocate the Project in accordance with Section 11.1
, and except where such acts or omissions of the City
constitute the lawful application of City’s Permitting Authority pursuant to Section 10.4; (b) The occurrence of any act or omission by City that operates to suspend, revoke or terminate any certificate, permit, franchise, approval authorization or power necessary for Ava to lawfully conduct operations on the Project Site, except where such act or omission of City is the result of (i) the negligence or willful misconduct of Ava or Developer or (ii) a Lawful Permitting Denial Event; and
(c) The occurrence of any act or omission by City that is inconsistent with this Agreement that materially interferes with Ava’s or Developer’s development, construction, operation or maintenance of any Project, and such failure is not remedied within thirty (30) days after notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if City is unable to remedy such default within such initial thirty (30)-day period despite exercising commercially reasonable efforts).

Section 13.6 A va’s Remedies for City Project Default. If a City Project Default has occurred and is continuing, and following the expiration of any applicable cure period set forth therein, Ava may perform any and all of the following actions: (i) suspend performance under this Agreement with respect to such Project; (ii) accelerate all amounts owing between the Parties with respect to such Project; (iii) withhold a portion of any payments due to City under this Agreement in an amount attributable to such Project; and/or (iv) terminate the applicable PSA. Upon the termination of any PSA hereunder, Ava shall perform the Removal Services for such Project in accordance with Section 11.2 at City’s sole expense.

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Section 13.7 City Portfolio Default. City shall be deemed a Defaulting Party under this Agreement upon the occurrence of any of the following events (each, a “City Portfolio Default”):
(a) A Bankruptcy Event shall have occurred with respect to City; (b) City fails to pay Ava any undisputed amount owed under the Agreement within sixty (60) days after receipt of notice from Ava of such past due amount; (c) City fails to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default set forth in this Article 13), and such failure is not remedied within thirty (30) days after notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if City is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts); or
(d) Any representation or warranty made by City herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if City is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts).

Section 13.8 A
va’s Remedies for City Portfolio Default . If a City Portfolio Default has occurred and is continuing, and following the expiration of any applicable cure period set forth therein, Ava may perform any and all of the following actions: (i) suspend performance under this Agreement; (ii) accelerate all amounts owing between the Parties; (iii) withhold all payments due to City under this Agreement; (iv) terminate this Agreement upon providing written notice to City, and upon any such termination, demand payment from City of the City Termination Payment; and/or (v) exercise any other right or remedy available at law or in equity, except to the extent such remedies are expressly limited under this Agreement. Upon receiving payment of the City Termination Payment, Ava shall perform the Removal Services in accordance with Section 11.2 at City’s sole expense.

ARTICLE 14

REPRESENTATIONS, WARRANTIES, AND COVENANTS
Section 14.1 Ava Representations and Warranties. Ava represents and warrants to City the following:
(a) Valid Existence. Ava is a joint powers authority and community choice aggregator, duly organized, validly existing, and in good standing under the laws of the State of California and the rules, regulations, and orders of the CPUC, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. (b) No Conflicts. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfilment of and compliance with the provisions of this Agreement by Ava will not conflict with, or constitute a breach of or a default under, any Applicable Law present in effect having applicability to Ava, the documents of formation of Ava, or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of

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indebtedness, or any other agreement or instrument to which Ava is a party or by which any of its property is bound.

Section 14.2 C ity’s Representations and Warranties . City represents and warrants to Ava the following:
(a) Valid Existence. The City is a municipal corporation, duly organized, validly existing, and in good standing under the laws of the State of California, and is qualified to conduct business in the City of Livermore.
(b) No Conflicts. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfilment of and compliance with any provisions of this Agreement by the City will not conflict with, or constitute a breach of or a default under, any Applicable Law present in effect having applicability to the City, the documents of formation of the City, or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness, or any other agreement or instrument to which the City is a party or by which any of its property is bound.
(c) Licenses. (i) City has achieved Site Control for the Project Site such that City has the full right, power, and authority to grant the Licenses in Article 6, and (ii) such grant of the Licenses does not violate any law applicable to City or the Project Site, and is not inconsistent with and will not result in a breach or default under any agreement by which City is bound or that affects the Project Site.
(d) Other Agreements. Neither the execution and delivery of this Agreement by City nor the performance by City of any of its obligations under this Agreement conflicts with or will result in a breach or default under any agreement or obligation to which City is a party or by which City is bound.
(e) Accuracy of Information. All information provided by City to Ava, as it pertains to (i) the Project Site, (ii) the Improvements on which the Project is to be installed, if applicable, (iii) City’s planned use of the Project Site and any applicable Improvements, and (iv) City’s estimated electricity requirements, if provided, is accurate in all material respects. (f) City Status. City is not a public utility or a public utility holding company and is not subject to regulation as a public utility or a public utility holding company. City is a “local public entity” as defined in Section 900.4 of the Government Code of the State of California. (g) Limit on Use. No portion of the electricity generated by the Project shall be used to heat a swimming pool.

Section 14.3 G eneral Covenants . Each Party covenants to and for the benefit of the other Party that throughout the Term:
(a) Each Party shall maintain (or obtain from time to time, as required) all Governmental Approvals necessary for it to legally perform its obligations under this Agreement.

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(b) Each Party shall undertake its obligations under this Agreement in compliance with (i) all Applicable Law (including, but not limited to, those related to workplace safety, employment discrimination, prevailing wage, non-discrimination and non-preference, and conflicts of interest), Prudent Operating Practices, (ii) all applicable operating policies, criteria, rules, guidelines, tariffs and protocols of the CAISO and the Local Electric Utility, and (iii) all applicable requirements of the CPUC, CARB, FERC, NERC, and WECC (including WECC Scheduling Practices).

Section 14.4 C ovenants of Ava . Ava covenants to and for the benefit of City that throughout the Term:
(a) None of Ava, its employees, contractors, or agents have been suspended, debarred, or excluded from, or ineligible from, receiving federal or state funds. Ava shall notify City if Ava is suspended, barred, excluded, or determined to be ineligible for receiving state or federal funds at any time during the Term within thirty (30) days of Ava obtaining knowledge thereof.
(b) All personnel performing operation and maintenance services for the Projects shall be licensed and in good standing, and sufficiently qualified, experienced, and trained in accordance with Prudent Operating Practices.
(c) Pursuant to the Developer Agreement, starting on the Commercial Operation Date, Ava shall require Developer to post and maintain a performance security deposit of two hundred dollars ($200) per kW of capacity for each Project (“Developer Performance Security”) until all of Developer’s payment and performance obligations under the Developer Agreement have been satisfied in full. Per the terms of the Developer Agreement, Ava shall be entitled to draw on such Developer Performance Security for a Project to satisfy any damages or other amounts owed by Developer to Ava under the Developer Agreement, including as reimbursement for Removal Costs.

ARTICLE 15

INSURANCE
At all times during the Term, the Parties shall maintain the following insurance, as applicable:

Section 15.1 A
va’s Insurance . Ava shall cause Developer to obtain and maintain the pol
icies of insurance in amounts and with coverage as set forth in Exhibit IV of the applicable Addendum for the Term of this Agreement.

Section 15.2 C ity’s Insurance. City is a self-insured public agency. Upon Ava’s or Developer’s request, City shall deliver to Ava or Developer certificates of insurance evidencing the insurance coverage.

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ARTICLE 16

INDEMNIFICATION AND LIMITATIONS OF LIABILITY
Section 16.1 In demnity by the Parties . To the fullest extent permitted by law, each Party (“Indemnifying Party ”) shall defend, indemnify, and hold harmless, with counsel of its own choosing (subject to terms of the next paragraph), the other Party, and its successors and assigns, and their elected officials, officers, directors, employees, agents, affiliates and representatives (each, an “Indemnified Party”) from and against any and all third-party claims, liability or losses (“Claims”), including but not limited to those losses arising from (i) personal injury or death, (ii) damage to property, (iii) taxes for which the Indemnifying Party is responsible under this Agreement, (iv) fines or penalties payable by the Indemnified Party, or (v) any other actions resulting in damages, losses or liabilities, to the extent such losses result from or arise out of or in any way are connected with the Indemnifying Party’s performance of this Agreement or, in the case of Ava, (a) City’s use of any service, technology, or good provided by Ava to City under this Agreement infringes any patent, trademark, copyright, or other intellectual property right, including trade secret rights or rights of a third party, except as may arise solely from the negligence, willful misconduct, or violation of law by the Indemnified Party, its officers, employees, subcontractors, or agents, or (b) City’s damages stemming from failure to release specific records pursuant to the California Public Records Act at Ava’s direction that City not release such specific requested records related to this Agreement to the public. Notwithstanding the above, an Indemnifying Party shall not be required to defend, indemnify, and hold harmless an Indemnified Party for the Indemnified Party’s own negligent acts, omissions, or willful misconduct. It is the intent of the Parties that where negligence is determined to have been joint or contributory, principles of comparative negligence will be followed, and each Party shall bear the proportionate cost of any loss damage, expense, or liability attributable to that Party’s negligence. (a) Design Professional Services. To the extent that a portion of Ava’s services under this Agreement are design professional services subject to Civil Code Section 2782.8, and to the extent that a particular claim or litigation arises from such design professional services, Ava’s obligations under this Section 16.1(a) shall be subject to any applicable limitations mandated by Civil Code Section 2782.8.

Section 16.2 Notice and Participation in Third Party Claims . The Indemnified Party shall give the Indemnifying Party written notice with respect to any liability asserted under a Claim as soon as possible upon the receipt of information of any possible Claim or of the commencement of such Claim. The Indemnifying Party may assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party may, however, select separate counsel if both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available to the Indemnifying Party. The Indemnifying Party shall pay the reasonable attorneys’ fees incurred by such separate counsel until such time as the need for separate counsel expires.

The Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to assume the defense of the Claim within a reasonable time. Neither Party may settle any Claim covered by this Section 16.2 unless it has
obtained the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party has no liability under this Section 16.2 for any Claim for which such notice is not provided if the failure to give notice prejudices the Indemnifying Party.

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All of the Parties’ obligations under this Section 16.2 are intended to apply to the fullest extent permitted by law and shall survive the expiration or sooner termination of this Agreement.

Section 16.3 E nvironmental Indemnification .
(a) Ava Indemnity. Ava shall cause Developer to indemnify, defend, and hold harmless all of City’s Indemnified Parties from and against all liabilities arising out of or relating to the existence at, on, above, below, or near the Project Site of any Hazardous Substance to the extent deposited, spilled, or otherwise caused by Developer, Ava, or any of their contractors, agents or employees, to the extent such liabilities do not result from the gross negligence or willful misconduct of City.
(b) City Indemnity. City shall indemnify, defend, and hold harmless Developer and all of Ava’s Indemnified Parties from and against all liabilities arising out of or relating to the existence at, on, above, below, or near the Project Site of any Hazardous Substance, except to the extent deposited, spilled, or otherwise caused by Developer, Ava, or any of their contractors, agents or employees, to the extent such liabilities to not result from the gross negligence or willful misconduct of Developer or Ava.
(c) Notice. Each Party shall promptly notify the other Party if it becomes aware of any Hazardous Substance on or about the Project Site generally or any deposit, spill, or release of any Hazardous Substance.

Section 16.4
Limitations on Liability.
(a) No Consequential Damages. EXCEPT TO THE EXTENT (i) PART OF AN

EXPRESS REMEDY OR EXPRESS MEASURE OF DAMAGES HEREIN, INCLUDING ANY TERMINATION PAYMENT, (ii) PART OF A THIRD PARTY INDEMNITY CLAIM, OR (iii) RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, PUNITIVE,

EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR LOSSES

OR DAMAGES FOR LOST REVENUE OR LOST PROFITS, WHETHER FORESEEABLE OR

NOT, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT BY STATE, IN TORT OR IN CONTRACT.
(b) Cumulative Remedies. IF NO REMEDY OR MEASURE OF DAMAGES

IS EXPRESSLY PROVIDED, OR IF A REMEDY OR MEASURE OF DAMAGES IS

EXPRESSLY NON-EXCLUSIVE, THE NON-DEFAULTING PARTY SHALL HAVE THE

RIGHT TO EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW OR IN

EQUITY, PROVIDED, HOWEVER, THAT THE LIABILITY OF THE DEFAULTING PARTY

SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE WAIVED.
(c) Exclusive Remedies. FOR BREACH OF ANY PROVISION OF THIS

AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

PROVIDED IN THIS AGREEMENT, THE RIGHTS OF THE NON-DEFAULTING PARTY

AND THE LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED AS SET

FORTH IN THIS AGREEMENT, AS THE SOLE AND EXCLUSIVE FULL, AGREED UPON

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AND LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AND ALL OTHER DAMAGES OR REMEDIES ARE WAIVED.
(d) Limitation on Ava Liability Prior to COD. Notwithstanding anything herein to the contrary, with respect to each Project, Ava’s liability for COD Delay Damages shall by capped in the aggregate at an amount equal to the Developer Performance Security.

ARTICLE 17
CHANGE IN LAW; COMPLIANCE EXPENDITURE CAP
Section 17.1 C
hanges in Law . Subject to Section 17.2 below, in the event that any Change in Law occurring after the Effective Date results in this Agreement or any provisions hereof becoming incapable of being performed or administered, then either Party may request that Ava and the City enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, the Parties shall engage in such negotiations in good faith. If the Parties are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then either Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Section 20.3. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, or constitute, or form the basis of, a Force Majeure Event, and (ii) all unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution. Notwithstanding the foregoing, in the event of any tariff enacted or imposed by a Governmental Authority after the Effective Date that results in a reasonably documented material increase to EPC Contractor’s costs under the EPC Contract (“Tariff Costs”), then, Ava may revise the Tranche A PPA Rate to reflect the full amount of such Tariff Costs, so long as such revised Tranche A PPA Rate provides the City Portfolio with estimated Optimization Savings that result in cost neutrality; provided, however, in the event that the revised Tranche A PPA Rate would cause estimated Optimization Savings to no longer be neutral, the Parties may, upon mutual agreement, (x) terminate or withdraw one or more Project(s) from the City Portfolio in order to achieve estimated Optimization Savings that result in cost neutrality over the Portfolio Delivery Period at such increased Tranche A PPA Rate, upon which such revised Tranche A PPA Rate shall take effect under this Agreement, or (y) terminate the entire City Portfolio, if it is impossible to achieve cost neutrality for any Projects under the revised Tranche A PPA Rate (in the case of (x) or (y), a “Tariff Termination”). Any adjustment to the Tranche A PPA Rate made in accordance with this Section 17.1 shall be reflected in an amendment executed by both Parties in accordance with Section 20.18.

Section 17.2 C ompliance Expenditure Cap. With respect to each Project, if a Change in Law has increased Ava’s known or reasonably expected costs to comply with its obligations under this Agreement or the applicable PSA (any action required to be taken by Ava to comply with such Change in Law, a “Compliance Action”), then the Parties agree that the maximum amount of costs and expenses Ava shall be required to bear during the Project Term to comply with all such obligations shall be capped at one hundred dollars ($100) per kW of such Project’s Guaranteed Nameplate Capacity or Storage Inverter Power, as applicable, in aggregate over the Project Term

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(the “Compliance Expenditure Cap ”). If Ava reasonably anticipates the need to incur out-of- pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Ava shall provide notice to the City of such anticipated out-of-pocket expenses. If, within ten (10) Business Days after receiving Ava’s notice, the City does not agree in writing to reimburse Ava for all costs and expenses of Compliance Actions in excess of the Compliance Expenditure Cap, Ava’s obligation to take any and all applicable Compliance Actions, and deliver any and all Product that may not be delivered in the absence of such Compliance Actions, shall be waived.

ARTICLE 18

ASSIGNMENT AND FINANCING
Section 18.1 Assignment.
(a) Restrictions on Assignment. This Agreement may not be assigned, in whole or in part, by City. Ava may, by providing prior written notice to City, assign, mortgage, pledge or otherwise directly or indirectly assign its interests in this Agreement to any (i) Financing Party, (ii) entity through which Ava is obtaining financing from a Financing Party, or (iii) California joint powers authority (each, a “Permitted Assignee”); provided, that, Ava is not released from liability hereunder as a result of any assignment to a joint powers authority unless such joint powers authority assumes Ava’s obligations hereunder by binding written instrument. Ava will provide prior written notice to City of any assignment of the Agreement by the Developer. (b) Successors and Permitted Assignees. This Agreement is binding on and inures to the benefit of successors and Permitted Assignees.

Section 18.2 F inancing and Collateral Assignment . The Parties acknowledge that Ava and/or Developer may obtain debt or equity financing or other credit support from lenders, investors, including tax equity investors, or other third parties (each a “Financing Party ”) in connection with the installation, construction, ownership, operation, and maintenance of the Projects, and that Ava’s obligations under the financing documents may be secured by, among other collateral, a pledge or collateral assignment of Ava’s rights under this Agreement. Ava shall promptly notify City of the identity of any Financing Party retained by Ava or Developer under this Section 18.2.

Section 18.3 Termination Requires Consent. Ava and City agree that any right of Ava to terminate this Agreement is subject to the prior written consent of any Financing Party.

ARTICLE 19

CONFIDENTIALITY
Section 19.1 C onfidential Information . To the maximum extent permitted by Applicable Law, if either Party provides Confidential Information to the other or, if in the course of performing under this Agreement or negotiating this Agreement, a Party learns Confidential Information of the other Party, the receiving or learning Party shall (i) protect the Confidential Information from disclosure to third parties with the same degree of care accorded its own confidential and proprietary information and (ii) refrain from using such Confidential Information, except in the negotiation, performance, enforcement and, in the case of Ava, financing, of this Agreement.

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(a) Confidential Information does not include any information that (i) becomes publicly available other than through breach of this Agreement, (ii) is required to be disclosed to a Governmental Authority under Applicable Law or pursuant to a validly issued subpoena, (iii) is independently developed by the receiving Party, or (iv) becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality. If disclosure of information is required by a Governmental Authority, the disclosing Party shall, to the extent permitted by Applicable Law, notify the other Party of such required disclosure promptly upon becoming aware of such required disclosure and shall reasonably cooperate with the other Party’s efforts to limit the disclosure to the extent permitted by Applicable Law. (b) The Parties acknowledge and agree that the Agreement and any transaction entered into in connection herewith are subject to the requirements of the California Public Records Act (Government Code Section 7920.000 et seq.). In order to designate information as confidential, the disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “confidential” that clearly contain information that is not Confidential Information.

Section 19.2
Permitted Disclosures. Notwithstanding Section 19.1:
(a) A Party may provide such Confidential Information to its affiliates and to its and its affiliates’ respective officers, directors, members, managers, employees, agents, contractors, consultants, counsel, and Financing Parties, and their respective consultants and counsel (collectively, “Representatives”), and potential direct or indirect assignees of this Agreement, if such potential assignees are first bound by a written agreement or legal obligation restricting use and disclosure of Confidential Information. Each Party is liable for breaches of this provision by any Person to whom that Party discloses Confidential Information; and (b) Upon request or demand made to either Party hereto by a validly issued subpoena or any third party not a Party hereto and not otherwise subject to the provisions of Section 19.2(a) pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information ”), the disclosing Party shall, as soon as practical, prior to releasing any Requested Confidential Information, notify the other Party in writing via electronic mail that such request has been made. The other Party shall be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release of the Requested Confidential Information to the third party by the disclosing Party. If the other Party takes no such action within ten (10) days after receiving the foregoing notice from the disclosing Party, the disclosing Party shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If the other Party takes or attempts to take such action, the disclosing Party shall provide timely and reasonable cooperation to the other Party, if requested by the other Party, and the other Party agrees to indemnify and hold harmless the disclosing Party and its Representatives from any claims, liability, award of attorneys’ fees or damages, and to defend any action, claim or lawsuit brought against any of the disclosing Party or its Representatives for the disclosing Party’s refusal to disclose any Requested Confidential Information.

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Section 19.3 Miscellaneous. All Confidential Information remains the property of the disclosing Party and will be returned to the disclosing Party or destroyed, at the receiving Party’s option, after the receiving Party’s need for it has expired or upon the request of the disclosing Party. Each Party acknowledges that the disclosing Party would be irreparably injured by a breach of this Article 19 by the receiving Party or its Representatives or other Person to whom the receiving Party discloses Confidential Information of the disclosing Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, for breaches of this Article 19. To the fullest extent permitted by Applicable Law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Article 19 but will be in addition to all other remedies available at law or in equity. The obligation of confidentiality will survive termination of this Agreement for a period of two years.

Section 19.4 Goodwill and Publicity . Neither Party may (i) make any press release or public announcement of the specific terms of this Agreement or the use of renewable energy or storage involving this Agreement (except for filings or other statements or releases as may be required by Applicable Law) or (ii) use any name, trade name, service mark, or trademark, as applicable, of the other Party in any promotional or advertising material without the prior written consent of the other Party. The Parties shall coordinate and cooperate with each other when making public announcements regarding this Agreement, the Project and its use, and each Party may promptly review, comment upon, and approve any publicity materials, press releases, or other public statements before they are made. Notwithstanding the above, Ava is entitled to place signage on the Project Site with written approval from City reflecting its association with the Project and to make public statements regarding the transactions contemplated by this Agreement and the Project and its use as part of Ava’s monthly, public board meetings. Ava may not use the name of City or reference any endorsement from City in any fashion for any purpose without the prior express written consent of City.

ARTICLE 20

GENERAL PROVISIONS
Section 20.1
Interpretation. Unless otherwise defined or required by the context in which any term appears: (i) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (ii) the singular includes the plural and vice versa; (iii) the words “herein,” “hereof”, and “hereunder” refer to this Agreement as a whole and not to any particular section or subsection of this Agreement; (iv) references to any agreement, document or instrument mean such agreement, document or instrument as amended, restated, modified, supplemented or replaced from time to time; (v) the words “include,” “includes” and “including” mean include, includes and including “without limitation;” (vi) references to “or” shall be deemed to be disjunctive but not necessarily exclusive (i.e., unless the context dictates otherwise, “or” shall be interpreted to mean “and/or” rather than “either/or”); (vii) words “herein,” “hereunder,” and “hereof” refer to the provisions of this Agreement as a whole and not to any particular portion or provision of this Agreement and (viii) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders, and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires. The captions or headings in this Agreement are strictly for convenience and will not be considered in

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interpreting this Agreement. As used in this Agreement, “dollar” and the “$” sign refer to United States dollars.

Section 20.2 C hoice of Law; Venue . The law of the State of California governs all matters arising out of this Agreement without giving effect to conflict of laws principles. In the event that a suit is brought by either Party hereunder, the Parties agree that venue shall be exclusively vested in the state courts of California in the County of Alameda, or if federal jurisdiction is appropriate, exclusively in the United States District Court in the Northern District of California.

Section 20.3 D
ispute Resolution . The Parties shall negotiate in good faith and attempt to resolve expeditiously and inexpensively any dispute, controversy, or claim arising out of or relating to this Agreement (a “Dispute”) within fifteen (15) days after the date that a Party gives written notice of such Dispute to the other Party. If the Parties are unable to resolve a Dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after submission of notice of the Dispute, the Parties shall submit the Dispute to mediation prior to seeking any and all remedies available at law in or equity. The Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party. If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement.

Section 20.4
Notices. All notices under this Agreement shall be in writing and delivered by hand, electronic mail, overnight courier, or regular, certified or registered mail, return receipt requested, and will be deemed received upon personal delivery, acknowledgment of receipt of electronic transmission, the promised delivery date after deposit with overnight courier or five days after deposit in the mail. Notices must be sent to the Person identified on Exhibit V at the addresses set forth on Exhibit V. Each Party may designate a different Person and address by sending written notice to the other Party, to be effective no sooner than ten days after the date of submission of such notice designating a different Person and address.

Section 20.5 S urvival . The provisions of this Agreement that should reasonably be considered to survive termination of this Agreement, including, without limitation the provisions enumerated in this Section 20.5, will survive termination of this Agreement:
(a) obligations to pay by either Party that have accrued prior to termination or expiration;
(b) obligations to repair damage caused by either Party under Article 7, Article 8 or otherwise;
(c) Section 5.6 (Pass Through Damages);
(d) Section 5.7 (Books and Records);

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(e) Section 11.2 (Removal);
(f) Section 11.3 (Abandonment);
(g) Section 11.4 (Ava Removal Security)
(h) Article 13 (Defaults, Remedies, and Damages);
(i) Article 14 (Representations, Warranties, and Covenants); (j) Article 16 (Indemnification and Limitations of Liability); (k) Article 19 (Confidentiality); and
(l) Article 20 (General Provisions).

Section 20.6 Compliance with All Laws. The Parties shall at all times comply with all Applicable Laws. City shall at all times keep Ava fully informed of City’s charter, codes, ordinances, and regulations and of all state and federal laws in any manner affecting the performance of this Agreement to ensure that the Parties shall at all times comply with all applicable local codes, ordinances, and regulations, as they may be amended from time to time.

Examples of such regulations include but are not limited to California Occupational Safety and Health Act of 1973, Labor Code §6300 et. seq., the Fair Packaging and Labeling Act, and the standards and regulations issued there under.

Section 20.7 G
ood Faith & Fair Dealing . The Parties agree to act reasonably and in accordance with the principles of good faith and fair dealing in the performance of this Agreement.

Unless expressly provided otherwise in this Agreement, (i) wherever this Agreement requires the consent, approval or similar action by a Party, such consent, approval or similar action shall not be unreasonably withheld or delayed, and (ii) wherever this Agreement gives a Party a right to determine, require, specify or take similar action with respect to matters, such determination, requirement, specification or similar action shall be reasonable.

Section 20.8 C
ooperation . The Parties agree to reasonably cooperate with each other in the implementation and performance of this Agreement. Such duty to cooperate shall not require either Party to act in a manner inconsistent with its rights under this Agreement.

Section 20.9 C onstruction . The Parties acknowledge that this Agreement was jointly prepared by them, by and through their respective legal counsel, and any uncertainty or ambiguity existing herein shall not be interpreted against either Party on the basis that the Party drafted the language, but otherwise shall be interpreted according to the application of the rules on interpretation of contracts.

Section 20.10 Non-Discrimination. Ava shall comply with all Applicable Laws, including City’s policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code Sections 12900 et seq.); and

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California Labor Code Sections 1101 and 1102. Ava shall not discriminate (i) against any subcontractor, employee or applicant for employment or (ii) in the provision of services provided under this Agreement because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations or marital status in the recruitment or selection for training, including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation.

Section 20.11 N
on-Exclusive Contract . This Agreement does not establish an exclusive contract between the City and Ava for the purchase of electricity or power or any services. To the extent that the City has remained in compliance with and has not defaulted under any terms of this Agreement, the City expressly reserves all its rights, including but not limited to, the following:
the right to utilize others to provide electricity, products, support and services; the right to request proposals from others with or without requesting proposals from Ava; and the unrestricted right to bid any such product, support or service.

Section 20.12 F
urther Assurances . Each Party shall provide such information, execute and deliver any instruments and documents, and take such other actions as may be reasonably requested by the other Party, which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.

Section 20.13
Waivers. No provision or right or entitlement under this Agreement may be waived or varied except in writing signed by the Party to be bound. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 20.14
Non-Dedication of Projects. Nothing in this Agreement may be construed as the dedication by either Party of its Projects or equipment to the public or any part thereof.

Neither Party may knowingly take any action that would subject the other Party, or other Party’s Projects or equipment, to the jurisdiction of any Governmental Authority as a public utility or similar entity. Neither Party may assert in any proceeding before a court or regulatory body that the other Party is a public utility by virtue of such other Party’s performance under this Agreement.

If Ava is reasonably likely to become subject to regulation as a public utility, then the Parties shall use commercially reasonable efforts to restructure their relationship under this Agreement in a manner that preserves their relative economic interests while ensuring that Ava does not become subject to any such regulation. If the Parties are unable to agree upon such restructuring, Ava may terminate this Agreement without further liability under this Agreement except with respect to liabilities accrued prior to the date of termination and remove the Project in accordance with Section 11.2
of this Agreement.

Section 20.15 S ervice Contract . The Parties intend this Agreement to be a “service contract” within the meaning of Section 7701(e)(3) of the Internal Revenue Code of 1986. City shall not take the position on any tax return or in any other filings suggesting that it is anything other than a City of electricity from the Project.

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General Terms and Conditions | 37
Section 20.16 No Agency, Lease, Joint Venture or Partnership . No provision of this Agreement may be construed or represented as creating a partnership, trust, joint venture, fiduciary, or any similar relationship between the Parties. No Party is authorized to act on behalf of the other Party, and neither may be considered the agent of the other. Ava shall perform pursuant to this Agreement as an independent contractor and not as an officer, agent, servant, or employee of City. Ava shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. Nothing herein shall be considered as creating a partnership or joint venture between City and Ava. No Person performing any services and/or supplying all goods shall be considered an officer, agent, servant, or employee of City, nor shall any such Person be entitled to any benefits available or granted to employees of City. Any terms in this Agreement referring to direction from City shall be construed as providing for direction as to policy and the result of Ava’s work only, and not as to the means by which such a result is obtained. City does not retain the right to control the means or the method by which Ava performs work under this Agreement.

Section 20.17
Account Manager. Ava must assign an account manager to City to facilitate the contractual relationship and to be fully responsible and accountable for fulfilling City’s requirements. Ava represents and warrants that such account manager will ensure that City receives adequate support, problem resolution assistance, and required information on a timely basis.

Section 20.18
Entire Agreement, Modification, Severability . This Agreement, together with all of the exhibits, schedules, attachments, and PSAs, constitutes the entire agreement of the Parties regarding its subject matter and supersedes all prior proposals, agreements or other communications between the Parties, oral or written. The exhibits, schedules, attachments, and PSAs attached hereto are integral parts hereof and are made part of this Agreement by reference.

This Agreement may be modified only by a writing signed by both Parties. If any provision of this Agreement is found unenforceable or invalid, such provision shall not be read to render this Agreement unenforceable or invalid as a whole. In such event, such provision shall be rectified or interpreted so as to best accomplish its objectives within the limits of Applicable Law.

Section 20.19
Forward Contract . The transaction contemplated under this Agreement constitutes a “forward contract” within the meaning of the United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is a “forward contract merchant” within the meaning of the United States Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101- 1532.

Section 20.20 N
o Third-Party Beneficiaries . Except as otherwise expressly provided herein, this Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto, and the Financing Parties to the extent provided herein or in any other agreement between a Financing Party and Ava or City, and do not imply or create any rights on the part of, or obligations to, any other Person.

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Section 20.21 Disentanglement. Ava shall cooperate with City to ensure a smooth transition at the time of termination of this Agreement, regardless of the nature or timing of the termination. Ava shall cooperate with City’s efforts to ensure that there is no interruption of electricity and no adverse impact on the provision of services or City’s activities. Ava shall return to City all City assets or information in Ava’s possession. Ava shall deliver to City or its designee, at City’s request, all documentation and data related to City, including, but not limited to, City data and client files, held by Ava, and Ava shall destroy all copies thereof not turned over to City, all at no charge to City.

Section 20.22
Accountability. Ava will be the primary point of contact and assume the responsibility of all matters relating to this Agreement, including those involving the manufacturer, deliverer or any subcontractor, as well as payment issues. If issues arise, Ava must act as soon as reasonably practicable to correct or resolve the issues.

Section 20.23 C ooperation with Review . Ava shall cooperate with City’s periodic review of Ava’s performance. Such review may be conducted on a bi-annual basis, in the reasonable discretion of City, upon no less than sixty (60) days’ advance written notice to Ava.

Section 20.24 A
uthority . The signatories hereto represent and warrant that they are duly authorized on behalf of their respective entities to enter into and consummate this Agreement.

Section 20.25 C ounterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. The Parties agree that the digital signatures of the signatories included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Any digital signature shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based record keeping system to the fullest extent permitted by Applicable Law. [Remainder of Page Intentionally Left Blank]
EXHIBIT A 399

[Signature Page to Livermore City PPA – Critical Municipal Facilities] IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

CITY OF LIVERMORE

By:

Name: Marianna Marysheva
Title: City Manager

By:

Name: Jason R. Alcala
Title: City Attorney

AVA COMMUNITY ENERGY, A

CALIFORNIA JOINT POWERS

AUTHORITY

By:

Name: Howard Chang
Title: Chief Executive Officer

APPROVED AS TO FORM:

By:

Name: Inder Khalsa
Title: General Counsel
Date:

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Schedule I | 1
Schedule I
Defined Terms
“Adjusted Energy Production” has the meaning set forth in Section 8.1(a) “Adverse Effect” has the meaning set forth in Section 7.6. “Adverse Environmental Conditions” means (i) the existence or the continuation of the existence of Environmental Contamination (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Contamination), or exposure to or release of any substance, chemical, material, pollutant, Hazardous Substance, odor or audible noise or other release or emission in, into or onto the environment at, in, by or related to the Project Site, (ii) the environmental aspect of the transportation, storage, treatment or disposal or materials in connection with the Project, or (iii) the violation, or alleged violation, of any Environmental Law, permits or licenses of, by or from any Governmental Authority relating to environmental matters connected with the applicable Project Site.
“Affected Projects” has the meaning set forth in Section 10.5. “Agreement” has the meaning set forth in the Preamble.
“AHJ” means any Governmental Authority, agency, organization, office or Person responsible for (
i) enforcing the requirements of a statute, regulation, code or standard, (ii) issuing a Governmental Approval, or (iii) or for approving equipment, materials, an installation or a procedure in relation to a Project.
“Ancillary Services” means operating reserves, regulation, black-start capability, reactive supply, voltage control, frequency response, contingency reserves, other products associated with electric generation and Energy that a Project is capable of providing and all other beneficial attributes and outputs of the Project not required for the operation of the Project. “Annual Escalator” has the meaning set forth in Section 5.1(a)(i). “Applicable Law” means all national, state, local or municipal laws, statutes, codes, acts, treaties, ordinances, orders, judgments, writs, decrees, injunctions, rules, regulations, Governmental Approvals, licenses, permits, directives, and requirements of all regulatory and other Governmental Authorities.
“Attestation Form” means documentation provided by Ava to City transferring title to the RECs, specifying the Project, REC quantity, and REC vintage with respect to the RECs sold herein. “Ava” has the meaning set forth in the Preamble.
“Ava Event of Default ” means an Ava Portfolio Default or an Ava Project Default, or both, as the context may require.
“Ava Pass-Through Costs” has the meaning set forth in Section 5.6

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Schedule I | 2
“Ava Portfolio Default” has the meaning set forth in Section 13.3. “Ava Project Default” has the meaning set forth in Section 13.1. “Ava Removal Security” has the meaning set forth in Section 11.4. “Ava Termination Payment” means the corresponding amount set forth in the schedule set forth in Exhibit VI.
“Ava WREGIS Account” has the meaning set forth in Section 9.2. “Avoided Utility Cost” means the applicable amount set forth in Exhibit I. “Bankruptcy Event” means with respect to any entity, the occurrence of any of the following:
such entity (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it and such case filed against it is not dismissed in 60 days, (b) makes an assignment or any general arrangement for the benefit of creditors, (c) otherwise becomes bankrupt or insolvent (however evidenced), (d) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (e) is generally unable to pay its debts as they fall due.
“Budgetary Non-Appropriation Event” has the meaning set forth in Section 10.3. “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the State of California are authorized or required to close. “CAISO” means the California Independent System Operator or any successor entity performing similar functions.
“Capacity Attribute” means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Project can accept at or deliver to the Delivery Point at a particular moment and that can be purchased and sold under CAISO market rules, including Resource Adequacy Benefits. “CARB” means the California Air Resources Board.
“Change in Law” means (i) the enactment, adoption, promulgation, modification or repeal after the Effective Date of any Applicable Law or regulation, (ii) the imposition of any material conditions on the issuance or renewal of any applicable permit after the Effective Date (notwithstanding the general requirements contained in any applicable permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar legislation) or (iii) a change in any utility rate schedule or tariff approved by any Governmental Authority.
“Charging Energy” means the PV Energy and/or grid energy, net of Station Use, delivered to the Storage Project as measured by the Meter in accordance with CAISO metering requirements and

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Schedule I | 3
Prudent Operating Practice, as such meter readings are adjusted pursuant to CAISO requirements for any applicable Electrical Losses.
“City” has the meaning set forth in the Preamble.
“City Portfolio” means, collectively, all Projects contemplated under this Agreement. “City Portfolio Default” has the meaning set forth in Section 13.7. “City Project Default” has the meaning set forth in Section 13.5. “City WREGIS Account” has the meaning set forth in Section 9.2. “City-Requested Outage” has the meaning set forth in Section 7.8. “City Termination Payment” means the corresponding amount set forth in the schedule set forth in Exhibit VII.
“Claims” has the meaning set forth in Section 16.1.
“COD Delay Cure Period” means a period of up to one hundred twenty (120) days. “COD Delay Damages” means, with respect to each Project, for each day after the Commercial Operation Deadline that the applicable Project has not achieved COD, liquidated damages in an amount equal to the Pass-Through Damages received from Developer pursuant to the Developer Agreement, less any reasonably incurred Ava Pass-Through Costs calculated in accordance with Section 5.6.
“COD Delay Notice” has the meaning set forth in Section 4.6(c). “Commercial Operation” means that the Project is mechanically complete, capable of providing electricity to the Delivery Point at the capacity specified on the applicable Project Site Addendum, subject to the caveats set forth in this Agreement, and has permission to operate from the relevant Governmental Authority. The Project is fully operational, reliable, and interconnected, fully integrated and synchronized with the distribution system. “Commercial Operation Date ” or “COD” means, for each Project, the date upon which Commercial Operation has been achieved, as indicated via written notice from Ava to the City in accordance with Section 4.6(d).
“Commercial Operation Deadline” has the meaning set forth in Section 4.6(a). “Commissioning Test” has the meaning set forth in Section 4.6(d). “Compliance Action” has the meaning set forth in Section 17.2. “Compliance Expenditure Cap” has the meaning set forth in Section 17.2.

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“Confidential Information” means, whether oral or written, which is delivered by the receiving Party or learning Party, including information that either the learning Party or the receiving Party stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other. “Construction Start” has the meaning set forth in Section 4.4(a). “Construction Start Date” has the meaning set forth in Section 4.4(a). “Contract Capacity” means the sum of the Guaranteed Nameplate Capacity of each Generating Project and Storage Inverter Power of each Storage Project within the City Portfolio. “Contract Month” means any calendar month during the Term, commencing on the first calendar month to occur subsequent to the Commercial Operation Date of the first Project to achieve COD hereunder.
“Contract Price” means the Tranche A PPA Rate or the Storage Rate, or both, as the context may require.
“Contract Year” means any consecutive twelve (12)-month period during the Term, commencing on the Commercial Operation Date of the first Project to achieve COD and ending on the last day of such twelve (12)-month period.
“CPUC” means the California Public Utilities Commission or any successor agency performing similar statutory functions.
“Credit Downgrade Event” means (a) the long-term, senior, unsecured debt rating of Ava (i) falls below BBB- from S&P and (ii) Baa3 from Moody’s, or (b) Ava is no longer rated by either of S&P and Moody’s.
“Critical Milestones” means the Construction Start Date and the Commercial Operation Deadline. “Defaulting
Party” means any Party with respect to which an Event of Default has occurred and is ongoing.
“Delivery Equipment ” means utilit y lines, cables, conduits , transformers, wires, meters, monitoring equipment, and other necessary appurtenances. “Delivery Period” has the meaning set forth in Section 3.1. “Delivery Point” means, wit h respect t o eac h Project, the point where such Project is interconnected to City’s existing electrical system.
“Design Plan” has the meaning set forth in Section 4.3. “Developer” means, [Green Bridge], a [_____], or any successor thereto, in each case, with whom Ava is contracting for the installation, construction, operation, and maintenance of the Project. “Developer Agreement” has the meaning set forth in Section 2.1.

Schedule I | 4
EXHIBIT A 404
Schedule I | 5
“Developer Performance Security” has the meaning set forth in Section 14.4(c). “Discharging Energy ” means, with respect to a Storage Project, all Energy delivered to the applicable Delivery Point from the Storage Project, as measured by the Meter in accordance with CAISO metering requirements and Prudent Operating Practices, adjusted pursuant to CAISO requirements for any applicable Electrical Losses.
“Dispute” has the meaning set forth in Section 20.3.
“Early Termination Event” has the meaning set forth in Section 3.2(a). “Effective Date” has the meaning set forth in the Preamble. “Electrical Losses” means all transmission or transformation losses between the Project and the Delivery Point, including, as applicable, losses associated with (i) delivery of PV Energy to the Delivery Point, (ii) delivery of Charging Energy to the Storage Project, (iii) conversion of Charging Energy into Discharging Energy, and (iv) delivery of Discharging Energy to the Delivery Point.
“Energy” means electrical energy generated by the Generating Project. “Environmental Contamination ” means the presence of a Hazardous Substance in a concentration exceeding legally allowable limits in violation of Applicable Law, including Environmental Law.
“Environmental Law ” means any Applicable Law related to (a) the prevention, abatement or elimination of pollution, (b) the protection or preservation of the environment (including air, soil, land surface, subsurface strata, ground water, surface water, coastal water, and wetlands), wildlife (including endangered, threatened or protected species, migratory birds and bald or golden eagles), wildlife habitat, cultural resources, or natural resources, and (c) the use, generation, handling, treatment, storage, disposal, release, transportation or regulation of, or exposure to, Hazardous Substances.
“EOD Relocation Event” has the meaning set forth in Section 11.1. “EPC Contract” means, with respect to each Project, one or more commercially negotiated contract(s) for the engineering, procurement, construction, and installation of the applicable Project, which shall be entered into by and between Developer and an EPC Contractor. “EPC Contractor ” means Gridscape Solutions, Inc., or any other contractor proposed by Developer and approved by Ava in its reasonable discretion. “Error-Free” means the Project Equipment (i) is free from material defects in design, materials, and workmanship, (ii) substantially conforms to the specifications set forth in this Agreement, including the Design Plan, and (iii) functions as designed. “Estimated Construction Start Date” has the meaning set forth in the applicable PSA.

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Schedule I | 6
“Event of Default” means an Ava Event of Default or a City Event of Default, as the context may require.
“Exclusive License” has the meaning set forth in Section 6.1(f). “Excused Storage Event” has the meaning set forth in Section 8.2(a). “Expected Annual Contract Quantity” has the meaning set forth in Exhibit I. “FERC” means the Federal Energy Regulatory Commission.
“Financing Party” has the meaning set forth in Section 18.2. “FM Delay Cure Period” has the meaning set forth in Section 4.6(b). “Force Majeure Delay” has the meaning set forth in Section 4.6(b). “Force Majeure Event” means any event or circumstance beyond the reasonable control of and without the fault or negligence of the affected Party, including, without limitation: tornado, hurricane, lightning, tsunami, flood, earthquake or other acts of God; fire; explosion; invasion, acts of terrorism, war (declared or undeclared) or other armed conflict; riot, revolution, insurrection or similar civil disturbance; global pandemic (except as excluded below); sabotage; strikes, walkouts, lock-outs, work stoppages or other labor disputes (in each case, not attributable to the actions of Ava); and action, inaction or restraint by a Governmental Authority, other than the City, that materially impairs the affected Party’s ability to perform its obligations under this Agreement, provided that the affected Party used and continues to use commercially reasonable efforts to timely request and diligently pursue the applicable action or inaction of such Governmental Authority, and understanding that any exercise of City Permitting Authority that prevents an affected Party from performing its obligations hereunder will be governed by Section 10.4.

Notwithstanding the foregoing, none of the foregoing shall constitute Force Majeure Events: (i) Ava’s ability to sell, or City’s ability to purchase the Product, or any portion thereof, at a more advantageous price than what is provided under this Agreement; (ii) inability to obtain any supply of goods or services, unless due to an independent Force Majeure Event; (iii) economic hardship, including lack of money; (iv) the increased costs of electricity, materials, equipment, steel, labor services or transportation; (v) delays in customs or similar regulatory clearance, unless due to an independent Force Majeure Event; or (vi) any equipment failure, unless due to an independent Force Majeure Event.
“Force Majeure Failure” has the meaning set forth in Section 10.2. “Forced Outage” means an unexpected failure of one or more components of the Project that prevents Ava from generating Energy or making Project Energy available at the Delivery Point and that is not the result of a Force Majeure Event.
“Forward Certificate Transfers” has the meaning set forth in the WREGIS Operating Rules. “Generating Project” has the meaning set forth in the Recitals.

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Schedule I | 7
“Governmental Approval” means all authorizations, consents, approvals, waivers, exceptions, variances, filings, permits, orders, licenses, exemptions, notices to and declarations of or with any Governmental Authority and shall include those siting and operating permits and licenses, and any of the foregoing under any applicable Environmental Law, that are required for the development, use, and operation of any Project hereunder.
“Governmental Authority” means any foreign, federal, state, local or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, court, tribunal, arbitrating body or other governmental AHJ or effective control over a Party.
“Grid Services” has the meaning set forth in Section 9.4. “Guaranteed Energy Damages” means liquidated damages in an amount equal to the product of (a) the applicable Avoided Utility Cost, multiplied by (b) the Guaranteed Energy Shortfall. “Guaranteed Energy Damages Cap” has the meaning set forth in Section 8.1(b)(i). “Guaranteed Energy Production” has the meaning set forth in Section 8.1(a). “Guaranteed Energy Shortfall ” means, with respect to each year in any Performance Measurement Period, the difference between (a) the product of (i) Expected Annual Contract Quantity, and (ii) 0.85; and (b) the Adjusted Energy Production; provided, if the foregoing formula results in a negative number, the Guaranteed Energy Shortfall shall be zero (0) kWh. “Guaranteed Nameplate Capacity” has the meaning set forth on the applicable PSA. “Guaranteed Storage Availability” has the meaning set forth in Section 8.2(a) “Guaranteed Storage Damages” has the meaning set forth in Section 8.2(b)(i). “Hazardous Substance” means any chemical, waste or other substance (a) which now or hereafter becomes defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollution,” “pollutants,” “regulated substances,” or words of similar import under any laws pertaining to the environment, health, safety or welfare, (b) which is declared to be hazardous, toxic, or polluting by any Governmental Authority, (c) exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority, (d) the storage, use, handling, disposal or release of which is restricted or regulated by any Governmental Authority, or (e) for which remediation or cleanup is required by any Governmental Authority. “Improvements” means any buildings and other improvements on the Project Site other than the Project or the Project Equipment.
“Incentives” means (i) a payment paid by a utility or state or local Governmental Authority based in whole or in part on the cost or size of the Project such as a rebate, (ii) a performance-based incentive paid as a stream of periodic payments by a utility, state or Governmental Authority based on the production of the Project, (iii) investment tax credits, production tax credits, and similar tax

EXHIBIT A
407
Schedule I | 8
credits, grants or other tax benefits under federal, state or local law, and (iv) any other attributes, commodity, revenue stream or payment in connection with the Project (such as ancillary or capacity revenue), in each case of (i) through (iv) relating to the construction, ownership, use or production of energy from the Project, provided that Incentives shall not include RECs. “Indemnified Party” has the meaning set forth in Section 16.1. “Indemnifying Party” has the meaning set forth in Section 16.1. “Initial Term” has the meaning set forth in Section 3.1. “Insolation” has the meaning set forth in Section 7.4.
“Installed Capacity” means, with respect to any Project that has achieved COD, the maximum dependable operating capability of such Project to deliver Project Energy at the Meter, and adjusted for Electrical Losses to the Delivery Point (up to but not in excess of the Project Capacity). “Installed Capacity Certificate” means a certificate issued by a Licensed Professional Engineer confirming the Installed Capacity of the Project.
“Interconnection Agreement” means the interconnection agreement entered into by Developer pursuant to which the Project will be interconnected with the Transmission System, and pursuant to which Developer’s interconnection Projects and any other interconnection Projects will be constructed, operated, and maintained during the Term.
“Interest Rate” has the meaning set forth in Section 5.3. “Invoice Information” has the meaning set forth in Section 5.2. “Joint Powers Act ” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated December 1, 2016, as amended from time to time, under which Ava is organized as a joint powers authority in accordance with the Joint Powers Act.
“kW” means kilowatt in alternating current, unless expressly stated in terms of direct current. “kWh” means kilowatt-hour in alternating current, unless expressly stated in terms of direct current.
“Lawful Permitting Denial Event” has the meaning set forth in Section 10.4. “Letter of Credit ” means an irrevocable, standby letter of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- without an outlook designation of “stable” from S&P or A3 with an outlook designation of “stable” from Moody’s, the form of which shall be mutually agreeable to the Parties.

EXHIBIT A
408
Schedule I | 9
“License Term” has the meaning set forth in Section 6.1(a). “Licensed Professional Engineer” means an independent, professional engineer selected by Ava and reasonably acceptable to City, licensed in the State of California. “Licensees” has the meaning set forth in Section 6.1(a). “Licenses” has the meaning set forth in Section 6.1(f). “Lien” has the meaning set forth in Section 6.3.
“Local Electric Utility ” means Pacific Gas and Electric Company, an investor-owned utility headquartered in San Francisco, California.
“Lost Output” has the meaning set forth in Section 8.1(a). “Meter” has the meaning set forth in Section 12.1.
“Modified Design Plan” has the meaning set forth in Section 4.3. “Monthly Payment” has the meaning set forth in Section 5.1(a)(ii). “Monthly Storage Availability” has the meaning set forth in Section 8.2(a). “MSDS” has the meaning set forth in Section 7.11.
“NERC” means the North American Electric Reliability Corporation. “No-Fault Relocation Event” has the meaning set forth in Section 11.1. “Non-Appropriation Period” has the meaning set forth in Section 10.3. “Non-Appropriation Start Date” has the meaning set forth in Section 10.3. “Non-Defaulting Party” means, with respect to the occurrence of any Event of Default, the Party that is not the Defaulting Party in connection with such Event of Default. “Non-Exclusive License” has the meaning set forth in Section 6.1(a). “On-Site Services” has the meaning set forth in Section 7.10(a). “On-Site Contractor” has the meaning set forth in Section 7.10(a). “Optimization Savings” has the meaning set forth in Section 9.3. “Outage Allowance” has the meaning set forth in Section 7.8. “Parties” and “Party” have the meanings set forth in the Preamble.

EXHIBIT A
409

Schedule I | 10
"Pass-Through Damages” has the meaning set forth in Section 5.6. “Performance Measurement Period” has the meaning set forth in Section 8.1(a). “Permitted Assignee” has the meaning set forth in Section 18.1(a). “Permitting Authority” has the meaning set forth in Section 10.4. “Person” means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, government entity or other entity.
“Planned Outage” has the meaning set forth in Section 7.7. “Portfolio Delivery Period” means the period starting on the first Commercial Operation Date to occur with respect to any Project hereunder and ending upon the expiration or early termination of all Project Terms hereunder.
“Product” means PV Energy, Storage Capacity, and RECs.
“Progress Report” has the meaning set forth in Section 4.2. “Project” means any individual Generating Project or Storage Project. “Project Energy ” means the sum of PV Energy and Discharging Energy during the monthly billing period contemplated under this Agreement, net of Electrical Losses and Station Use, as measured by the Meter, which Meter will be adjusted in accordance with CAISO meter requirements and Prudent Operating Practice to account for Electrical Losses and Station Use. “Project Equipment” means PV modules, PV inverters, PV racking, battery modules, battery inverters, charge controllers, electrical panels, electrical disconnects, electric meters, transformers, and any other supporting equipment, structures, and security features, each to the extent applicable for any given Project.
“Project Monthly Payment” has the meaning set forth in Section 5.1(a)(ii). “Project Roof” has the meaning set forth in Section 8.3(a). “Project Site” means, with respect to a Project, the real property upon which such Project shall be installed, as described or depicted in the applicable PSA. “Project Site Addendum” or “PSA” has the meaning set forth in the Recitals. “Project Term” has the meaning set forth in Section 3.1. “Prudent Operating Practice” means (a) the applicable practices, methods, and acts required by or consistent with Applicable Laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the solar industry during the relevant time period with respect to

EXHIBIT A
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Schedule I | 11
distributed generation generating projects with integrated storage in the Western United States or (b) any of the practices, methods, and acts that, in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety, and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the industry with respect to distributed generation generating projects with integrated storage in the Western United States. Prudent Operating Practice includes compliance with Applicable Laws, applicable reliability criteria, and the criteria, rules, and standards promulgated in the National Electric Safety Code and the National Electrical Code, as they may be amended or superseded from time to time, including the criteria, rules and standards of any successor organizations. “PV Energy” means that portion of Energy that is delivered directly to the Delivery Point from a Generating Project and is not Discharging Energy.
“PV Payment” has the meaning set forth in Section 5.1(a)(i). “REC” means a renewable energy credit or certificate under any state renewable portfolio, standard or federal renewable energy standard, voluntary renewable energy credit certified by a non-governmental organization, pollution allowance, carbon credit and any similar environmental allowance or credit and green tag or other reporting right under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program, in each case relating to the construction, ownership, use or production of energy from the Project, provided that RECs shall not include Incentives.
“Relocation Request” has the meaning set forth in Section 11.1. “Removal Costs” has the meaning set forth in Section 11.3. “Removal Deadline” has the meaning set forth in Section 11.2. “Removal Services” has the meaning set forth in Section 11.2. “Renewal Term” has the meaning set forth in Section 3.1. “Representatives” has the meaning set forth in Section 19.2(a). “Requested Confidential Information” has the meaning set forth in Section 19.2(b). “Resource Adequacy Benefits” means the rights and privileges attached to the Project that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in any CPUC decision and includes any local, zonal or otherwise locational attributes associated with the Project, in addition to flex attributes.
“Roof Damage Warranty” has the meaning set forth in Section 8.3(a).

EXHIBIT A
411
Schedule I | 12
“Site Control” means that City: (A) is the fee simple owner of the Project Site; or (B) is the lessee of the Project Site pursuant to a lease which (i) has a term no shorter than the duration of the Initial Term, and (ii) authorizes City to act in all manners relating to the control and operation of the Project Site.
“Station Use” means: (i) the Energy produced or discharged by the Project that is used within the Project to power the lights, motors, control systems, and other electrical loads that are necessary for operation of the Project; and (ii) the Energy produced or discharged by the Project that is consumed within the Project’s electric energy distribution system as losses. “Storage Capacity” means the maximum dependable operating capability of the Storage Project to discharge electric energy that can be sustained for four consecutive hours (in kWh). “Storage Inverter Power” means the nameplate discharging power rating, in kWs, of a Storage Project, as specified in the applicable PSA.
“Storage Payment” has the meaning set forth in Section 5.1(a)(i). “Storage Project” has the meaning set forth in the Recitals. “Storage Rate” has the meaning set forth in Section 5.1(a)(i). “Tariff Termination” has the meaning set forth in Section 17.1. “Term” has the meaning set forth in Section 3.1.
“Termination Payment” means the Ava Termination Payment or City Termination Payment, or both, as the context may require.
“Tier 1” means, with respect to the Generating Project, any equipment offered by any Tier 1 Supplier and, with respect to a Storage Project, any battery storage system that (i) is offered by any Tier 1 Supplier, (ii) benefits from a manufacturer’s warranty (including an energy retention warranty), and (iii) includes all of the components, functionality, and other material features that affect performance and the user experience (i.e., data acquisition and operating controls) of a standard, high-quality storage project.
“Tier 1 Supplier ” means a “Tier 1 Module Manufacturer” as listed from time to time by Bloomberg New Energy Finance’s PV Market Outlook, published on a quarterly basis, or if no longer published, a similar publication agreed upon by Ava and City in writing, and as agreed to by City.
“Total System Benefit” means the sum of all revenue and bill savings from Optimization Savings realized by the operation of the Project, net of any electricity expenses associated with the operation of the Project, as calculated by Ava. Total System Benefit does not include RECs or Incentives. A hypothetical calculation of Total System Benefit is as follows: (i) estimated cumulative Project Site utility expenses during the Term if the Project did not exist, less (ii) estimated cumulative Project Site utility expenses during the Term with the Project in operation, less (iii) cumulative Monthly Payments during the Term.

EXHIBIT A
412
Schedule I | 13
“Tranche A PPA Rate” has the meaning set forth in Section 5.1(a)(i). “Tranche A Project” means a Project designated as such in the applicable PSA. “Tranche B Project” means a Project designated as such in the applicable PSA. “Transmission System ” means the transmission Projects operated by the CAISO, now or hereafter in existence, which provide energy transmission service downstream from the Delivery Point.
“WECC” means the Western Electricity Coordinating Council. “WR
EGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate” has the same meaning as “certificate” as defined in the WREGIS Operating Rules.
“WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of November 2024, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

EXHIBIT A
413

EXHIBIT I

EXPECTED ANNUAL CONTRACT QUANTITY AND AVOIDED UTILTY COST [Attached]
Exhibit I | 1

EXHIBIT A
414
Exhibit I
Expected Annual Contract Quantity and Avoided Utility Cost City: Livermore
Year
Expected Project
Energy (kWh)
Guaranteed Project
Energy (kWh)
Avoided
Utility Cost
$/kWh
1 4,632,440 3,937,574 $ -
2 4,609,277 3,917,886 $ -
3 4,586,115 3,898,198 $ -
4 4,562,953 3,878,510 $ 0.0153
5 4,539,791 3,858,822 $ 0.0159
6 4,516,629 3,839,134 $ 0.0164
7 4,493,466 3,819,446 $ 0.0170
8 4,470,304 3,799,759 $ 0.0176
9 4,447,142 3,780,071 $ 0.0182
10 4,423,980 3,760,383 $ 0.0188
11 4,400,818 3,740,695 $ 0.0195
12 4,377,655 3,721,007 $ 0.0202
13 4,354,493 3,701,319 $ 0.0209
14 4,331,331 3,681,631 $ 0.0216
15 4,308,169 3,661,944 $ 0.0224
16 4,285,007 3,642,256 $ 0.0231
17 4,261,844 3,622,568 $ 0.0240
18 4,238,682 3,602,880 $ 0.0248
19 4,215,520 3,583,192 $ 0.0257
20 4,192,358 3,563,504 $ 0.0266
21 4,169,196 3,543,816 $ 0.0275
22 4,146,033 3,524,128 $ 0.0284
23 4,122,871 3,504,441 $ 0.0294
24 4,099,709 3,484,753 $ 0.0305
25 4,076,547 3,465,065 $ 0.0315

EXHIBIT A
415

EXHIBIT II

PROJECT SITE ADDENDA
[Attached]
Exhibit II | 1

EXHIBIT A
416
Exhibit II - Livermore - Project Site Addendum Summary
City: Livermore Contract Capacity 3,512.5kW
City Effective Date: [ ], 2025 Tranche A PPA Rate: 0.2040$ Initial Term: 25 years Tranche B PPA Rate: -$
Cumulative Guaranteed
Nameplate Capacity (kW): 2,822.5kW Renewable Rate Escalator: 3.50% Storage Inverter Power
(kW): 690.0kW Storage Rate: $10.00/kW-
month
Livermore Site Name Project Address Tranche
Project Type
(Generating,
Storage, Both)
Project PV Description
(e.g., carport, rooftop, etc.)
Guaranteed
Nameplate
Capacity (kW)
Storage
Inverter
Power (kW)
Storage
Contract
Capacity (kWh)
Estimated
Construction
Start Date
Estimated
Commercial
Operation Date
Livermore City Hall 1052 S Livermore Ave.

Livermore, CA 94550 Tranche A Both Carport 150.00kW 180.00kW 471.04kWh 7/3/2025 2/28/2026 Livermore City Council
Chambers
1016 S Livermore Ave.

Livermore, CA 94550 Tranche A Both Carport & Rooftop 56.87kW 60.00kW 163.84kWh 7/3/2025 2/28/2026 Livermore Water Treatment
Plant
101 W Jack London Blvd.

Livermore, CA 94551 Tranche A Both Carport 2,475.00kW 0.00kW 0.00kWh 4/15/2025 2/28/2026 Livermore Police Station 1110 S Livermore Ave.

Livermore, CA 94550 Tranche A Both Rooftop 75.00kW 360.00kW 829.44kWh 7/3/2025 2/28/2026 Livermore Maintenance
Service Center
3500 Robertson Park Road
Livermore, CA 94550 Tranche A Both Rooftop 65.62kW 90.00kW 245.76kWh 7/3/2025 2/28/2026 Livermore Total: 2,822.49kW 690.00kW 1,710.08kWh

EXHIBIT A
417
Exhibit II-1
PSA for Livermore City Hall
[See following pages]

EXHIBIT A
418
Project Name
Project Type
(Generating, Storage,
Both)
Project PV Description
(e.g., carport, rooftop, etc.)
City / Site
Owner Project Address
Livermore City Hall Both Carport Livermore 1052 S Livermore Ave.

Livermore, CA 94550
Tranche Tranche A
Milestone Schedule
Estimated Construction Start
Date
Construction Start
Deadline
Estimated Commercial
Operation Date
Commercial
Operation
Deadline
7/3/2025 7/19/2025 2/28/2026 2/28/2026
Storage Inverter Power (kW) Storage Contract
Capacity (kWh)
180.00kW 471.04kWh
Exhibit II-1 - Project Site Addendum
Storage Project Terms
Generating Project Terms
Guaranteed Nameplate Capacity (kW)
150.00kW
Project Site Information
Project Site Description: The Project Site is the City of Livermore City Hall, located at 1052 South Livermore Avenue. The Generating Project will include PV panels located on carports on the northeast and northwest sides of the parking lot, and the Storage Project will include a battery energy storage system located at the north end of the parking lot. The Project shall be built as documented within the enclosed design plans, which are subject to further modification with City's approval.

Access Points: [City to advise, as applicable ]
Construction Assumptions: Not applicable
Electrical Diagram: [See attached]

EXHIBIT A
419
Exhibit II-1
Site Plan, Electrical Diagrams, and Metering Information for Livermore City Hall
[See following pages]

EXHIBIT A
420
LAYOUT

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

CITY HALL
PAPER SIZE: 36" x 24" (ARCH D)
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

1.7.2025
1052 S LIVERMORE AVE, LIVERMORE
CA 94550
PHONE: 510-894-6030

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
COMPANY NAME: GRIDSCAPE ENERGY

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

FREMONT, CA 94539
CSLB:: #1121493
CONTACT INFO: 510-894-6030
A 60% DESIGN SET 12.05.2024
NEW PV SYSTEM: 150.00 kWDC/120.00 kWAC
NEW BESS SYSTEM: 180.00 kWAC/ 471.04 kWh
B 90% DESIGN SET 12.26.2024
N
EW
S
1" = 40'-0"
SITE PLAN01 A-101

SITE PLAN
(SHEET 2 OF 15)
0 20' 40'

NEW SYSTEM INFO
PV SYSTEM SIZE : 150.00 kWDC; 120.00 kWAC
BESS SYSTEM SIZE : 180.00 kWAC; 471.04 kWh
PV MODULE : (
240) RUNERGY, HY-DH156N8 625 (625W)
PV INVERTER TYPE : (02) CPS SCA60KTL-DO/US-480 (60kW) BATTERY TYPE : (01) GRIDSCAPE GSX200 (204.80kWh)
: (01) GRIDSCAPE GSX260 (266.24kWh)
BATTERY INVERTER : (02) GRIDSCAPE GS90X (90kW)

PACIFIC AVEPACIFIC AVE
(N) BESS PANELBOARD
(N) (2)BESS
(N) INVERTER-2
(N) BESS AC DISCONNECT
(N) PV PANELBOARD
(N) PV AC DISCONNECT-2
(N) NGOM METER
(N) PV AC DISCONNECT-1
(N) PV+BESS UTILITY LOCKABLE AC DISCONNECT
(E) MAIN SWITCHBOARD
(E) PV SYSTEM

ON CARPORT

ON CARPORT
(N) PV + BESS COMBINER PANELBOARD
ON PAD

EXTERIOR EQUIPMENT
(N)BLACK START CONTACTOR
ON PAD
ON PAD
242'-3"
238'-9"
173'-7"
(N) ISOLATION CONTACTOR
(N) BOLLARD
(TYP.)
(N) SHADE FOR ADA PARKING
(N) SEL RELAY
128'-8"
350'-1"
104'-2"
(E) TRANSFORMER
(N) INVERTER-1

S LIVERMORE AVE

EXHIBIT A
421

GENERAL NOTES

1. FIELD VERIFY ALL MEASUREMENTS

2. SEE SHEET T-001 FOR LEGEND OF SYMBOLS
MODULE:

RUNERGY
HY-DH156N8 625 (625 WATTS)

44.65 97.05

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

CITY HALL
PAPER SIZE: 36" x 24" (ARCH D)
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

1.7.2025
1052 S LIVERMORE AVE, LIVERMORE
CA 94550
PHONE: 510-894-6030

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
COMPANY NAME: GRIDSCAPE ENERGY

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

ARRAY ELECTRICAL PLAN

ELECTRICAL EQUIPMENT
(SHEET 3 OF 15)
0 10'5'
N E
W S
CARPORT ARRAY 1 - 37.5 kW
[x60] (N) MODULES
TILT: 10 DEGREES
AZIMUTH: 219 DEGREES
(N) INVERTER-2
(E) TRANSFORMER
(E) MAIN SWITCHBOARD

ON CARPORT
(N) INVERTER-1

ON CARPORT

EXTERIOR EQUIPMENT
ON PAD
CARPORT ARRAY 2 - 37.5 kW
[x60] (N) MODULES
TILT: 10 DEGREES
AZIMUTH: 219 DEGREES
CARPORT ARRAY 3 - 37.5 kW
[x60] (N) MODULES
TILT: 10 DEGREES
AZIMUTH: 219 DEGREES
CARPORT ARRAY 4 - 37.5 kW
[x60] (N) MODULES
TILT: 10 DEGREES
AZIMUTH: 219 DEGREES
(N) AC TRENCH (TYP.)
NOTE: TRENCH PATH ARE INDICATIVE
ONLY.SURVEY FOR OBSTRUCTIONS
PRIOR TO DIGGING.
37'-7" (TYP.) 1' (TYP.)
(E) GRADE

BACKFILL WITH

NATIVE SOIL
(N) PVC CONDUIT
1'-0"
2'-0"
MIN.

NOT TO SCALE
TRENCH DETAIL02
(N) BOLLARD
(TYP.)
(N) PV+BESS UTILITY LOCKABLE AC DISCONNECT
ON PAD
(N) ISOLATION CONTACTOR

NEW SYSTEM INFO
PV SYSTEM SIZE : 150.00 kWDC; 120.00 kWAC
BESS SYSTEM SIZE : 180.00 kWAC; 471.04 kWh
PV MODULE : (
240) RUNERGY, HY-DH156N8 625 (625W)
PV INVERTERS TYPE : (02) CPS SCA60KTL-DO/US-480 (60kW) BATTERY TYPE : (01) GRIDSCAPE GSX200 (204.80kWh)
: (01) GRIDSCAPE GSX260 (266.24kWh)
BATTERY INVERTERS : (02) GRIDSCAPE GS90X (90kW) (N) BESS PANELBOARD
(N) (2)BESS
(N) BESS AC DISCONNECT
(N) PV PANELBOARD
(N) PV AC DISCONNECT-2
(N) NGOM METER
(N) PV AC DISCONNECT-1
(N) PV + BESS COMBINER PANELBOARD
(N)BLACK START CONTACTOR
ON PAD
(N) SEL RELAY

EXHIBIT A
422
G
G
(N) PV AC DISCONNECT-1
MAKE:

EATON
MODEL NO.: DH364FRK
200A, 200A FUSES, 3P, 3W, 600VAC, NEMA 3R

VISIBLE, LOCKABLE,
35kAIC
(N) PV AC DISCONNECT-2
MAKE:

EATON
MODEL NO.: DH364FRK
200A, 200A FUSES, 3P, 3W,
600VAC, NEMA 3R
VISIBLE, LOCKABLE, 35kAIC
M
(N) NGOM METER
144.4A CONTINUOUS
CURRENT, 480V, 3P, 3W,
35kAIC
(N) PV PANELBOARD
400A, 3P, 3W, 480V, NEMA 3R,
35kAIC
G
L1
L2
L3
4 EQUIPMENT BELOW

LINE ON PAD

EQUIPMENT ABOVE

LINE ON CANOPY
(N) GRIDSCAPE

CONTROLLER
7 L1 L2 L3
G
N
1-1 1-2
G
(N) 25A FUSES
(TYP.OF 16)
(N) JUNCTION BOX
(TYP.OF 6)
(N) [x240] PV MODULES
RUNERGY HY-DH156N8 625
(625 WATTS)
G
(N) INVERTER-1
CPS SCA60KTL-DO/US-480
60KW SYSTEM WITH 3 MPPT
MAX. PV INPUT VOLTAGE: 1000V
NOMINAL AC VOLTAGE: 480V
OUTPUT CURRENT: 72.2A

WITH STANDARD WIREBOX
(TYP.OF 2)
15 15
1 2A
1-3
15 1-4 1-5
15 15
1-6
15 15 15
1-7 1-8
(N) GRIDSCAPE
GSX200 (204.8 kWh)
L1 L2 L3
(N) BESS AC DISCONNECT
MODEL: EATON
MODEL NO.:

DH365FRK
35kAIC
400A, 300A FUSES, 3P,
600VAC, NEMA 3R
G
(N) BESS PANELBOARD
400A, 3-PHASE, 3 WIRE, 480V
NEMA 3R
35kAIC
L1 L2 L3
150A/3P
(N) GRIDSCAPE
GS90X (90kW)G G
(N) GRIDSCAPE
GSX260 (266.24 kWh)
(N) GRIDSCAPE
GS90X (90kW)
8 (N) GRIDSCAPE GSX200 (204.8 kWh)
(N) GRIDSCAPE GS90X (90kW)
GRIDSCAPE CONTAINER-1
(N) GRIDSCAPE GSX260 (266.24 kWh)
(N) GRIDSCAPE GS90X (90kW)
GRIDSCAPE CONTAINER-2
9 10
BESS-1 BESS-2
(N) SEL-751

REVERSE POWER FLOW RELAY
PART NO.: 751002B1B0X70851C00
32 52
G
3 L1
L2
L3
(N) BLACK START

CONTACTOR
400A, 480VAC,
60 HZ, NEMA 3R
G
CAT5
1" EMT CT
CABLES
G G
G
2-1 2-2
G
G
(N) INVERTER-2
15 15
2-3
15 2-4 2-5
15 15
2-6
15 15 15
2-7 2-8
G G
L1 L2 L3 N
100A/3P
150A/3P
2B

ELECTRICAL WIRE
COMMS. WIRE

GROUND WIRE

CT CABLE
G
(N) PV+BESS UTILITY LOCKABLE AC DISCONNECT
MODEL: EATON
MODEL NO.: DH366NRK
600A, 500A FUSES, 3P, 600VAC, NEMA 3R
VISIBLE, LOCKABLE,65kAIC
300A/3P
G
200A/3P
(N) PV + BESS COMBINER PANELBOARD
600A, 3-PHASE, 4 WIRE, 480/277V, NEMA 3R,
35kAIC L1
L2
L3
11 12
(E) MAIN SWITCHBOARD
480/277V, 3-PHASE, 4W
MAIN BUSS: 1600A,
65kAIC
G
800A/3P
(E) UTILITY
METER
#1009939930

TO UTILITY

GRID (OH)
N
(N) ISOLATION CONTACTOR
800A, 480V, 3-PHASE
100A/3P
5 6
(E) GROUNDING

ELECTRODE
1000A
3P
20A
3P
POI

LOAD SIDE BACKFED BREAKER
LOAD SIDE CALCULATION PER NEC 705.12 (B):

MAIN BUS: 1600A, MAIN BREAKER: 800A
MAX SOLAR ALLOWED: 1600X1.2-800 = 1120A
SOLAR +BESS BREAKER: 1000, HENCE OK
CAT5
CT CABLES IN 1"

EMT CONDUIT
1" EMT CONDUIT

FOR CT CABLES
1" EMT CONDUIT

FOR CT CABLES
FROM
(N) 20A/3P BREAKER IN
(E) MAIN SWITCHBOARD
1" EMT/PVC CONDUIT
TO (N)

GRIDSCAPE

CONTROLLER
MAIN BREAKER IS DERATED TO 800A.
8 STRINGS OF 15 MODULES
120 MODULES
8 STRINGS OF 15 MODULES
120 MODULES

TO LOADS

EQUIPMENT BELOW

LINE ON EXTERIOR WALL

EQUIPMENT ABOVE

LINE ON PAD

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

CITY HALL
PAPER SIZE: 36" x 24" (ARCH D)
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

1.7.2025
1052 S LIVERMORE AVE, LIVERMORE
CA 94550
PHONE: 510-894-6030

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
COMPANY NAME: GRIDSCAPE ENERGY

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

FREMONT, CA 94539
CSLB:: #1121493
CONTACT INFO: 510-894-6030
A 60% DESIGN SET 12.05.2024
NEW PV SYSTEM: 150.00 kWDC/120.00 kWAC
NEW BESS SYSTEM: 180.00 kWAC/ 471.04 kWh
B 90% DESIGN SET 12.26.2024

THREE LINE DIAGRAM
(SHEET 10 OF 15)
E-601NTS
THREE LINE DIAGRAM01

EXHIBIT A
423
Exhibit II-1
Attachment A: Project Site Safety & Security Requirements [City to provide no later than thirty (30) days prior to Construction Start, as applicable.]

EXHIBIT A
424
Exhibit II-2
PSA for Livermore City Council Chambers
[See following pages]

EXHIBIT A
425
Project Name
Project Type
(Generating, Storage,
Both)
Project PV Description
(e.g., carport, rooftop, etc.)
City / Site
Owner Project Address
Livermore City Council
Chambers Both Carport & Rooftop Livermore 1016 S Livermore Ave.

60.00kW 163.84kWh
Generating Project Terms
Guaranteed Nameplate Capacity (kW)

56.87kW
Project Site Information
Storage Project Terms
Exhibit II-2 - Project Site Addendum
Project Site Description: The Project Site is the Livermore City Council Chambers, located at 1016 South Livermore Avenue. The Generating Project will include PV panels located on the rooftop of the main building, as well as a carport located on the west side of the parking lot. The Storage Project will include a battery energy storage system located on the southwest side of the property parallel to South Livermore Avenue. The Project shall be a built as documented within the enclosed design plans, which are subject to further modification with City's approval.

Access Points: [City to advise, as applicable ]
Construction Assumptions: Not applicable
Electrical Diagram: [See attached]

EXHIBIT A
426
Exhibit II-2
Site Plan, Electrical Diagrams, and Metering Information for Livermore City Council Chambers
[See following pages]

EXHIBIT A
427
LAYOUT

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

CITY COUNCIL CHAMBERS
PAPER SIZE: 36" x 24" (ARCH D)
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

01.07.2025
1016 SOUTH LIVERMORE AVE,
LIVERMORE, CA 94550
A 60% DESIGN SET 11.18.2024
NEW PV SYSTEM: 56.87 kWDC / 50.00 kWAC
NEW BESS: 60.00 kWAC / 163.84 kWh
PHONE: 510-894-6030

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
COMPANY NAME: GRIDSCAPE ENERGY

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

FREMONT, CA 94539
CSLB: #1121493
CONTACT INFO: 510-894-6030
B 90% DESIGN SET 12.23.2024
N
EW
S
1/40" = 1'
SITE PLAN01 A-101

SITE PLAN
0 40' 80'
(N) CARPORT ARRAY

PACIFIC AVEPACIFIC AVE
(N) ROOFTOP ARRAY

S LIVERMORE AVE

S LIVERMORE AVE
(N) PV+BESS UTILITY

LOCKABLE AC DISCONNECT
(N) TRANSFORMER
(N) BESS
(N) BESS AC DISCONNECT
ON PAD

INTERIOR EQUIPMENT
(E) MAIN SWITCHBOARD
(N) INVERTER-1

SYSTEM INFO
PV SYSTEM SIZE : 56.87 kWDC; 50.00 kWAC
BESS SYSTEM SIZE : 60.00 kWAC; 163.84 kWh
PV MODULE : (
91) RUNERGY HY-DH156N8 625
RAPID SHUTDOWN : (16) AP SMART RSD-D-20 RAPID SHUTDOWN DEVICES PV INVERTER TYPE : (02) CPS SCA25KTL-DO/US-208 (25kW) BATTERY TYPE : (01) GRIDSCAPE GSX160 (163.84kWh)
BATTERY INVERTER : (01) GRIDSCAPE GS60X (60kW) 86'-8"
68'-5"
49'-10"
74'-6"
(N) PV AC DISCONNECT-2
(N) NGOM METER
(N) PV AC DISCONNECT-1
(N)PV + BESS PANELBOARD
(N) PV PANELBOARD

EXTERIOR EQUIPMENT
(SHEET 2 OF 19)
(N) BLACK START CONTACTOR
& SEL-751 REVERSE POWER FLOW RELAY
611'-5"
27'-9"
(N) FENCE
173'-5"
558'-4"
(N) INVERTER-2

ON CARPORT

EXTERIOR EQUIPMENT

EXHIBIT A
428

GENERAL NOTES

1. FIELD VERIFY ALL MEASUREMENTS

2. SEE SHEET T-001 FOR LEGEND OF SYMBOLS
MODULE:

RUNERGY
HY-DH156N8 625 (625 WATTS)

44.65 97.05

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

CITY COUNCIL CHAMBERS
PAPER SIZE: 36" x 24" (ARCH D)
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

01.07.2025
1016 SOUTH LIVERMORE AVE,
LIVERMORE, CA 94550
A 60% DESIGN SET 11.18.2024
NEW PV SYSTEM: 56.87 kWDC / 50.00 kWAC
NEW BESS: 60.00 kWAC / 163.84 kWh
PHONE: 510-894-6030

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
COMPANY NAME: GRIDSCAPE ENERGY

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

FREMONT, CA 94539
CSLB: #1121493
CONTACT INFO: 510-894-6030
B 90% DESIGN SET 12.23.2024
1"=15'-0"
ARRAY ELECTRICAL PLAN01
A-102

ARRAY ELECTRICAL PLAN

ELECTRICAL EQUIPMENT
0 30'15'
N E
W S
CARPORT ARRAY - 37.50 kW
[x60] (N) MODULES
TILT: 10 DEGREES
AZIMUTH: 219 DEGREES
ROOFTOP ARRAY 1 - 8.12 kW
[x13] (N) MODULES
PITCH: 0 DEGREES
TILT: 15 DEGREES
AZIMUTH: 219 DEGREES

INTERIOR EQUIPMENT
(E) MAIN SWITCHBOARD
(N) INVERTER-1
(N) PV AC DISCONNECT-2
(N) NGOM METER
(N) PV AC DISCONNECT-1
(N)PV + BESS PANELBOARD
(N) PV PANELBOARD

EXTERIOR EQUIPMENT
ROOFTOP ARRAY 2 - 6.25 kW
[x10] (N) MODULES
TILT: 15 DEGREES
AZIMUTH: 129 DEGREES
37'-7"
40'-1" 56'-10"
(E) GRADE

BACKFILL WITH

NATIVE SOIL
(N) PVC CONDUIT
1'-0"
2'-0"
MIN.

NOT TO SCALE
TRENCH DETAIL02
1'-6" RIDGE SETBACK
1'-6" FIRE SETBACK
48'-4"
(SHEET 3 OF 19)
(N) TRANSFORMER
(N) BESS
(N) BESS AC DISCONNECT
ON PAD
(N) FENCE
16'-3"
18'-2"
24'-4"
14'-6"
ROOFTOP ARRAY 3 - 5.00 kW
[x8] (N) MODULES
TILT: 15 DEGREES
AZIMUTH: 219 DEGREES
3' 3'
(N) INVERTER-2
ON CARPORT (N) PV+BESS UTILITY

LOCKABLE AC DISCONNECT

EXTERIOR EQUIPMENT
(N) BLACK START CONTACTOR
& SEL-751 REVERSE POWER FLOW RELAY

EXHIBIT A
429

ELECTRICAL WIRE
COMMS. WIRE

GROUND WIRE

CT CABLE
(N) GRIDSCAPE

CONTROLLER
G
(N) PV+BESS UTILITY LOCKABLE AC DISCONNECT
MODEL: EATON
MAKE: DH325NRK
400A, 400A FUSES, 3P, 240VAC, NEMA 3R,65kAIC

VISIBLE, LOCKABLEN
225A/3P
G
175A/3P
(N) PV + BESS PANELBOARD
600A, 3-PHASE, 4 WIRE,
120/208V, NEMA 3R
42kAIC
G
G
(N) PV AC DISCONNECT-1
MODEL: EATON
MAKE: DH324FRK
200A, 175A FUSES, 3P, 240VAC, NEMA 3R, 18kAIC

VISIBLE, LOCKABLE
(N) PV AC DISCONNECT-2
MODEL: EATON
MAKE: DH324FRK
200A, 175A FUSES, 3P, 240VAC, NEMA 3R

VISIBLE, LOCKABLE,
35kAIC
M
(N) NGOM METER
139A CONTINUOUS,
208V, 3P, 35kAIC
G
(N) PV PANELBOARD
200A, 3P, 4W, 120/208V,
NEMA 3R, 10kAIC
90A/3P
(E) GROUNDING

ELECTRODE

GROUND ROD
(E) MAIN SWITCHBOARD
208Y/120
V, 3-PHASE, 4W, 65kAIC
MAIN BUSS: 800A
G
600A
(E) UTILITY
METER
#1010410371

TO UTILITY
GRID
N
G
(E) ATS
600A, 120/208V, 3-PH, 4W
LOAD
NORMAL

EMERGENCY
(E) GENERATOR
(E) GENERATOR
120/208V, 3PH, 4W
L1 L2
G
G
(N) INVERTER-1
CPS SCA25KTL-DO/US-208
25kW SYSTEM WITH 3 MPPT
MAX. PV INPUT VOLTAGE: 1000V
NOMINAL AC VOLTAGE: 208V
OUTPUT CURRENT: 69.5A

WITH STANDARD WIREBOX
(TYP. OF 2)
L3 N
G
(N) JUNCTION BOX
(TYP. 2)
15 16
1-1 1-2
1 STRING OF 16 MODULES
2 STRINGS OF 15 MODULES
46 MODULES
(N) (16) AP SMART
RSD-D-20 RAPID

SHUTDOWN DEVICES
(N) (91) RUNERGY
HY-DH156N8 625
625 WATTS
(N) 20A FUSE
(TYP. OF 6)
2A
1 15
1-3
L1 L2
G
G
(N) INVERTER-2
L3 N
G
15 15
2-1 2-2
3 STRINGS OF 15 MODULES
45 MODULES
15 2-3
90A/3P
L1
L2
L3
L1
L2
L3
(N) BESS AC DISCONNECT
400A, 225A FUSES, 3P,
MAKE:

EATON
MODEL NO.: DH325FRK
600VAC, NEMA 3R, 10 KAIC
8 9
(N) GRIDSCAPE
GSX160 (163.84 kWh)
(N) GRIDSCAPE
GS60X (60kW)
(N) GRIDSCAPE GSX160 (163.84 kWh)
(N) GRIDSCAPE GS60X (60kW)

GRIDSCAPE CONTAINER

LOW SIDE
208V

HIGH SIDE
480V
(N) BESS TRANSFORMER
60 kVA RATING

BI-DIRECTIONAL
NEMA 3R
(N) GROUNDING

ELECTRODE
G
G
G
(N) SEL-751

REVERSE POWER FLOW RELAY
PART NO.: 751002B1B0X70851C00
32 52
3A
4 5
6 7
10 11
12 2B
3B
400A/3P
L1
L2
L3
N
(E) GROUNDING

ELECTRODE
(N) (3) CARPORT LIGHTS
RAFER SHEET E-604
20A/1P
(N) BLACK START CONTACTOR
100A, 480VAC, 60 HZ

OPERATION OF OFF-GRID SEQUENCE
- MICROGRID WILL FOLLOW THE GENERATOR
AND BACK UP ALL THE LOADS IN THE FACILITY.

N
1" EMT CONDUIT FOR

CT CABLES
1" EMT CONDUIT FOR

CT CABLES
CAT5
CT CABLES IN 1" EMT

CONDUIT

EQUIPMENT BELOW LINE EXTERIOR WALL EQUIPMENT BELOW LINE AT

ON CARPORT

EQUIPMENT BELOW LINE AT EXTERIOR WALL

EQUIPMENT ABOVE LINE AT EXTERIOR WALL

EQUIPMENT BELOW LINE

INSIDE ELECTRICAL ROOM

EQUIPMENT BELOW LINE ON PAD
8 TO (N)

GRIDSCAPE

CONTROLLER
20A/3P
FROM
(N) 20A/3P BREAKER IN
(E) MAIN SWITCHBOARD

TO (E) LOADS

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

CITY COUNCIL CHAMBERS
PAPER SIZE: 36" x 24" (ARCH D)
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

01.07.2025
1016 SOUTH LIVERMORE AVE,
LIVERMORE, CA 94550
A 60% DESIGN SET 11.18.2024
NEW PV SYSTEM: 56.87 kWDC / 50.00 kWAC
NEW BESS: 60.00 kWAC / 163.84 kWh
PHONE: 510-894-6030

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
COMPANY NAME: GRIDSCAPE ENERGY

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

FREMONT, CA 94539
CSLB: #1121493
CONTACT INFO: 510-894-6030
B 90% DESIGN SET 12.23.2024
NTS
THREE LINE DIAGRAM01

THREE LINE DIAGRAM
E-601
(SHEET 11 OF 19)

EXHIBIT A
430
Exhibit II-2
Attachment A: Project Site Safety & Security Requirements [City to provide no later than thirty (30) days prior to Construction Start, as applicable.]

EXHIBIT A
431
Exhibit II-3
PSA for Livermore Water Treatment Plant
[See following pages]

EXHIBIT A
432
Project Name
Project Type
(Generating, Storage,
Both)
Project PV Description
(e.g., carport, rooftop, etc.)
City / Site
Owner Project Address
Livermore Water Treatment
Plant Generating Carport Livermore 101 W Jack London Blvd.

Livermore, CA 94551
Tranche Tranche A
Milestone Schedule
Estimated Construction Start
Date
Construction Start
Deadline
Estimated Commercial
Operation Date
Commercial
Operation
Deadline
4/15/2025 4/20/2025 2/28/2026 2/28/2026
Storage Inverter Power (kW) Storage Contract
Capacity (kWh)

0.00kW 0.00kWh
Storage Project Terms
Project Site Information
Project Site Description: The Project Site is the water treatment plant at the City of Livermore Water Resources, located at 101 West Jack London Boulevard. The Generating Project will include PV panels located on a carport in the secondary basin area on the north side of the property. The Project shall be built as documented within the enclosed design plans, which are subject to further modification with City's approval.

Access Points: [City to advise, as applicable ]
Construction Assumptions: Not applicable
Electrical Diagram: [See attached]
Exhibit II-3 - Project Site Addendum
Generating Project Terms
Guaranteed Nameplate Capacity (kW)
2,475.00kW

EXHIBIT A
433
Exhibit II-3
Site Plan, Electrical Diagrams, and Metering Information for Livermore Water Treatment Plant
[See following pages]

EXHIBIT A
434
NEW PV DC SYSTEM: 2.475 MW

ENGINEER OF RECORD
DATE:

DESIGN BY:

CHECKED BY:

PAPER SIZE: 36" x 24" (ARCH D)
PHONE:

LIC. NO.: ....

NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

LIVERMORE WATER

TREATMENTFACILITY STATION

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
101 W JACK LONDON BLVD,
LIVERMORE, CA 94551
10/14/2024
PRELIMINARY 90% SET1 01/13/25
E-100
N
EW
S
1" = 60'
SOLAR AC PLAN01

SOLAR AC PLAN
(SHEET 3 OF 17)
(N) CARPORT ARRAYS (TYP.)

SYSTEM SUMMARY

ITEM DETAIL TOTAL
SYSTEM SIZE DC: DC 2.475 MW
SYSTEM SIZE AC:

DC/AC RATIO
MODULE:

INVERTER:

STRINGS:

ORIENTATION:

RACKING:

AC 2.00 MW

1.2 3,960
8 165
±10°, 180°
-
---
625W QCells, Q.TRON XL-G2.7/BFG
24 MODULES IN SERIES

TILT & AZIMUTH

CARPORT MOUNT

SHANGHAI CHINT POWER SYSTEMS
CPS SCH275KTL-DO (250KW)
1 E-200
1 E-300

TAG CONDUCTORS & CONDUITS
3#1/0 AL 25KV EP CABLE 100%INSULATION IN 4"C PVC UNDERGROUND1 #10 PV WIRE, COPPER, 90°C EACH IN 3/4" RGS / PVC2
4#250 XHHW-2 CU & 1#4 XHHW-2 CU GND IN 3"C3
3 SETS OF 4#300 XHHW-2 CU & 1#1/0 XHHW-2 CU GND IN 3"C
+ (1) 4"C FOR COMMUNICATION
+ (1) 4"C SPARE
4 2 SETS OF 4#350 XHHW-2 CU & 1#1 XHHW-2 CU GND IN 3"C5 NOT USED6
1 FEEDER SCHEDULE
3 3
4 5
4 5
4 NOT USED7
4#10 XHHW-2 CU & 1#10 XHHW-2 CU GND IN 3/4"C
4#3 XHHW-2 CU & 1#8 XHHW-2 CU GND IN 1-1/4"C
8 9
8 4
11 (1) 6"C SPARE + (3) 2"C COMM11
12 (1) 1"C
12 9
3 3

EXHIBIT A
435
(N) INVERTER 1
(N) INVERTER 2
(N) INVERTER 3
(N) SCP - 1
(N) INVERTER 5
(N) INVERTER 6
(N) INVERTER 7
(N) SCP - 2
(N) INVERTER 8
(N) INVERTER 4
(N) ECB - 2
(N) ECB 1
(N) SCP - 3
NEW PV DC SYSTEM: 2.475 MW

ENGINEER OF RECORD
DATE:

DESIGN BY:

CHECKED BY:

PAPER SIZE: 36" x 24" (ARCH D)
PHONE:

LIC. NO.: ....

NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

LIVERMORE WATER

TREATMENTFACILITY STATION

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
101 W JACK LONDON BLVD,
LIVERMORE, CA 94551
10/14/2024
PRELIMINARY 90% SET1 01/13/25
E-200
1" = 30'
PV SYSTEM STRINGING AND DC PLAN01

PV SYSTEM STRINGING & DC PLAN
(SHEET 6 OF 17)
N
EW
S

ELECTRICAL PV NOTES

1. (E) INDICATES EXISTING TO REMAIN. (N) INDICATES NEW.

2. CONTRACTOR SHALL COORDINATE EXACT EQUIPMENT LOCATIONS ON FIELD AND CONFIRM IT WITH OWNER.

3. BREAKER PANELS SCP AND ECB SHALL BE INSTALLED WITHIN SIGHT OF THE INVERTERS OF ASSOCIATED ARRAY.
(N) CARPORT ARRAY 1
(N) CARPORT ARRAY 2
(N) CARPORT ARRAY 3
(N) CARPORT ARRAY 4
(N) CARPORT ARRAY 5
INVERTER LEGEND:

INVERTER 1 (504 MODULES)
INVERTER 2 (504 MODULES)
INVERTER 3 (504 MODULES)
INVERTER 4 ( 504 MODULES)
INVERTER 5 (504 MODULES)
INVERTER 6 (480 MODULES)
INVERTER 7 (480 MODULES)
INVERTER 8 (480 MODULES)
STR

2.8.1 STR

2.8.2 STR

2.9.1 STR

2.9.2 STR

2.10.1 STR

2.10.2 STR

2.11.1 STR

2.6.2 STR

2.6.1 STR

2.5.2 STR

2.5.1 STR

2.4.2 STR

2.4.1 STR

2.3.2 STR

2.3.1 STR

2.2.2 STR

2.2.1 STR

2.1.2 STR

2.1.1 STR

1.11.1 STR

1.10.2 STR

1.10.1 STR

1.9.2 STR

1.9.1 STR

1.8.2 STR

1.8.1 STR

1.7.2 STR

1.7.1 STR

1.6.2 STR

1.6.1 STR

1.5.2 STR

1.5.1 STR

1.4.2 STR

1.4.1 STR

1.3.2 STR

1.3.1 STR

1.2.2 STR

1.2.1 STR

1.1.2 STR

1.1.1 STR

3.1.1 STR

3.1.2 STR

3.2.1 STR

3.2.2 STR

3.3.1 STR

3.3.2 STR

3.4.1 STR

3.4.2 STR

3.5.1 STR

3.5.2 STR

3.6.1 STR

3.6.2 STR

3.7.1 STR

3.7.2 STR

3.8.1 STR

3.8.2 STR

3.9.1 STR

3.9.2 STR

3.10.1 STR

3.10.2 STR

3.11.1 STR

4.11.1 STR

5.11.1 STR

5.10.2 STR

5.10.1 STR

5.9.2 STR

5.9.1 STR

5.8.2 STR

5.8.1 STR

5.7.2 STR

5.7.1 STR

5.6.2 STR

5.6.1 STR

5.5.2 STR

5.5.1 STR

5.4.2 STR

5.4.1 STR

5.3.2 STR

5.3.1 STR

5.2.2 STR

5.2.1 STR

5.1.2 STR

5.1.1 STR

4.10.2 STR

4.10.1 STR

4.9.1 STR

4.8.1 STR

4.7.1 STR

4.6.1 STR

4.5.1 STR

4.9.2 STR

4.8.2 STR

4.7.2 STR

4.6.2 STR

4.5.2 STR

4.4.2 STR

6.1.1 STR

6.2.1 STR

6.3.1 STR

6.4.1 STR

6.5.1 STR

6.6.1 STR

6.7.1 STR

6.8.1 STR

6.9.1 STR

6.10.1 STR

6.1.2 STR

6.2.2 STR

6.3.2 STR

6.4.2 STR

6.5.2 STR

6.6.2 STR

6.7.2 STR

6.8.2 STR

6.9.2 STR

6.10.2 STR

8.2.1 STR

8.2.2 STR

8.3.1 STR

8.3.2 STR

8.4.1 STR

8.4.2 STR

8.5.1 STR

8.5.2 STR

8.6.1 STR

8.6.2 STR

8.7.1 STR

8.7.2 STR

8.8.1 STR

8.8.2 STR

8.9.1 STR

8.9.2 STR

8.10.1 STR

8.10.2 STR

7.8.2 STR

7.9.2 STR

7.9.1 STR

7.10.1 (N)4 SETS OF 6 #10 PV WIRE & 1#10
EGC IN 1-1/2" PVC SCHEDULE 40
(N) 1 SET OF 4 #10 PV WIRE & 1#10
EGC IN 1-1/2" PVC SCHEDULE 40
(N) 1 SETS OF 6 #10 PV WIRE & 1#10
EGC IN 1-1/2" PVC SCHEDULE 40
(N) 1 SET OF 4 #10 PV WIRE & 1#10
EGC IN 1-1/2" PVC SCHEDULE 40
(N) DC DISCONNECT SWITCH
(TYPICAL TO STRINGS

TRANSITIONING FROM ONE

CARPORT TO ANOTHER)
STRING DESIGNATION:

S T R 3 . 2 . 1

MPPT INPUT NUMBER

MPPT NUMBER

INVERTER NUMBER
"STRING"
SYSTEM SUMMARY - CARPORT ARRAY 1

ITEM DETAIL TOTAL
SYSTEM SIZE DC: DC 0.525 MW
SYSTEM SIZE AC:

DC/AC RATIO
MODULE:

INVERTER:

STRINGS:

ORIENTATION:

RACKING:

AC 0.375 MW

1.40 840EA
1,2
21 7°, 180°
-
---
625W QCells, Q.TRON XL-G2.7/BFG

SHANGHAI CHINT POWER SYSTEMS
CPS SCH275KTL-DO (250KW)
24 MODULES IN SERIES

TILT & AZIMUTH

CARPORT MOUNT
SYSTEM SUMMARY - CARPORT ARRAY 2

ITEM DETAIL TOTAL
SYSTEM SIZE DC: DC
SYSTEM SIZE AC:

DC/AC RATIO
MODULE:

INVERTER:

STRINGS:

ORIENTATION:

RACKING:

1.40 840 EA
2,3,4
35 7°, 180°
-
---
625W QCells, Q.TRON XL-G2.7/BFG
24 MODULES IN SERIES

TILT & AZIMUTH

CARPORT MOUNT
SYSTEM SUMMARY - CARPORT ARRAY 3

ITEM DETAIL TOTAL
SYSTEM SIZE DC: DC
SYSTEM SIZE AC:

DC/AC RATIO
MODULE:

INVERTER:

STRINGS:

ORIENTATION:

RACKING:

AC
-
---
625W QCells, Q.TRON XL-G2.7/BFG
24 MODULES IN SERIES

TILT & AZIMUTH

CARPORT MOUNT
SYSTEM SUMMARY - CARPORT ARRAY 4

ITEM DETAIL TOTAL
SYSTEM SIZE DC: DC
SYSTEM SIZE AC:

DC/AC RATIO
MODULE:

INVERTER:

STRINGS:

ORIENTATION:

RACKING:

AC
---
625W QCells, Q.TRON XL-G2.7/BFG
24 MODULES IN SERIES

TILT & AZIMUTH

CARPORT MOUNT
SYSTEM SUMMARY - CARPORT ARRAY 5

ITEM DETAIL TOTAL
SYSTEM SIZE DC: DC 0.375 MW
SYSTEM SIZE AC:

DC/AC RATIO
MODULE:

INVERTER:

STRINGS:

ORIENTATION:

RACKING:

AC 0.268 MW

1.40 600 EA
7, 8
25 7°, 180°
-
---
625W QCells, Q.TRON XL-G2.7/BFG
24 MODULES IN SERIES

TILT & AZIMUTH

CARPORT MOUNT

SHANGHAI CHINT POWER SYSTEMS
CPS SCH275KTL-DO (250KW)

SHANGHAI CHINT POWER SYSTEMS
CPS SCH275KTL-DO (250KW)
ELECTRICAL GROUNDING NOTES:

1. PROVIDE (N) GROUND GRID UNDER (N) HOUSEKEEPING PAD.

2. CARPORTS SHALL ENSURE GROUNDING CONTINUITY.

3. CONNECTIONS TO GROUND RODS SHALL BE EXOTHERMIC TYPE. TEST WELL CONNECTIONS SHALL BE BOLTED TYPE.

4. THE CONTRACTOR SHALL MAKE GROUND RESISTANCE MEASUREMENTS AS REQUIRED BY THE LATEST EDITION OF NEC, DOCUMENT THE READINGS AND REPORT THEM TO THE ENGINEER.

5. MAJOR EQUIPMENT SHALL BE CONNECTED TO THE GROUND GRID BY TWO CONNECTIONS FROM DIFFERENT PARALLEL MAIN GRID CONDUCTORS.

6. WHEN AN EXPOSED GROUND CABLE IS RUN IN METAL CONDUIT OR PROTECTED BY A METAL GUARD; THE GROUND CABLE SHALL BE BONDED AT BOTH ENDS TO THE CONDUIT OR THE GUARD.

7. UNLESS OTHERWISE NOTED, BURIED GROUNDING CONDUCTORS SHALL HAVE A MINIMUM OF 2½ FEET OF COVER (30").

8. BURIED GROUNDING CONDUCTORS SHALL BE KEPT A MINIMUM OF 12 INCHES WHEN CROSSING METAL OBJECTS, SUCH AS BURIED PIPING OR STEEL.

9. WHERE GROUNDING CONDUCTOR IS BURIED PARALLEL TO UNDERGROUND METALLIC PIPING, THREE (3) FEET SEPARATION SHALL BE MAINTAINED BETWEEN THE PIPING AND GROUND CONDUCTOR TO PREVENT POSSIBLE GALVANIC ACTION.

STR

2.7.2 STR

2.7.1 (N) 2 SETS OF 6 #10 PV WIRE & 3#10
EGC IN 1-1/2" PVC SCHEDULE 40
(N) 1 SET OF 2 #10 PV WIRE & 1#10
EGC IN 1-1/2" PVC SCHEDULE 40
STR

4.1.1 STR

4.1.2 STR

4.2.1 STR

4.2.2 STR

4.3.1 STR

4.3.2 STR

4.4.1 (TYPICAL TO STRINGS TRANSITION FROM

ONE CARPORT ARRAY TO ANOTHER)
STR

8.1.2 STR

8.1.1 STR

7.2.1 STR

7.2.2 STR

7.3.1 STR

7.3.2 STR

7.4.1 STR

7.4.2 STR

7.5.1 STR

7.5.2 STR

7.6.1 STR

7.6.2 STR

7.7.1 STR

7.7.2 STR

7.1.2 STR

7.1.1 STR

7.8.1 STR

7.10.2 0.525 MW

0.375 MW

1.40 840 EA
4,5
35 7°, 180°
-

0.525 MW

0.375 MW
-

1.40 840 EA
6,7
35 7°, 180°
-

0.525 MW

0.375 MW

EXHIBIT A
436
NEW PV DC SYSTEM: 2.475 MW

ENGINEER OF RECORD
DATE:

DESIGN BY:

CHECKED BY:

PAPER SIZE: 36" x 24" (ARCH D)
PHONE:

LIC. NO.: ....

NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

LIVERMORE WATER

TREATMENTFACILITY STATION

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
101 W JACK LONDON BLVD,
LIVERMORE, CA 94551
10/14/2024
PRELIMINARY 90% SET1 01/13/25
E-402
NTS
ELECTRICAL SINGLE LINE DIAGRAM01

ELECTRICAL SINGLE LINE DIAGRAM
(SHEET 10 OF 17)
ELECTRICAL POWER PLAN NOTES:

1. FIELD VERIFY ALL EXISTING CONDITIONS AND EXACT LOCATIONS OF EQUIPMENT.

2. CONFIRM EXACT CONDUIT ROUTING IN FIELD.

3. ALL EQUIPMENT SHALL BE NEMA-3R OR NEMA-4X RATED.

4. REFER TO SHEET E-401 FOR VOLTAGE DROP AND FAULT CURRENT CALCULATIONS.

5. EQUIPMENT TAGGED (N) AND/OR DRAWN IN BLACK SOLID LINE IS NEW, (E) AND/OR DRAWN WITH GRAY SOLID LINE - EXISTING TO REMAIN.

6. CONTRACTOR SHALL PROGRAM GRID CONTROLLER TO LIMIT PV SYSTEM BACKFEED TO PG&E OF LESS THAN 1MW.
2000A
3P
3200A
2000A
TIE
G
(E) 2MW GENSET
480V, 3PH, 4W
(E) MV SWITCHGEAR
21kV, 600A, 3PH, 3W
NEMA 3R, PAD MOUNTED
(E) TRANSFORMER 'XFRMR-3'
1500KVA, 20.78KV/480Y-277V
3PH ,PAD MOUNTED
(N)
1600A
3P
(E) LV SWITCHGEAR
3200A, 480/277V, 3PH, 4W,
NEMA 3R, PAD MOUNTED
600A
3P
65A
3P

TO UTILITY
PG&E
(N) TRANSFORMER 'ST-1'

SOLAR TRANSFORMER
2500KVA, 3PH
21KV, 3 PH PRIMARY (Y)
800V, 3 PH SECONDARY (Δ)
250A
3P
(N) SCP-1 BREAKER PANEL
800A, 800V, 3PH
(E) TRANSFORMER 'XFRMR-4'
1500KVA, 20.78KV/480Y-277V
3PH ,PAD MOUNTED
(N)
INVERTER 2
800V, 3PH
250A
TYPICAL TO INVERTER 1-5
25A
25A
24 2
1 24
2 1
STR 1.1.1 STR 1.1.2
25A
25A
24 2
1 24
2 1
STR 1.2.1 STR 1.2.2
25A
25A
STR 1.3.1
STR 1.3.2
25A
25A
STR 1.4.1
STR 1.4.2
25A
25A
STR 1.5.1
STR 1.5.2
25A
25A
STR 1.6.1
STR 1.6.2
25A
25A
STR 1.7.1
STR 1.7.2
25A
25A
STR 1.8.1
STR 1.8.2
25A
25A
STR 1.9.1
STR 1.9.2
25A
25A
STR 1.10.1
STR 1.10.2
25A
25A
25A
25A
24 2
1 STR 1.11.2
(N) INVERTER '1'
250A, 800V, 3PH
TYPICAL TO INVERTER 6-8
25A
25A
24 2
1 24
2 1
STR 7.1.1 STR 7.1.2
25A
25A
24 2
1 24
2 1
STR 7.2.1 STR 7.2.2
25A
25A
STR 7.3.1
STR 7.3.2
25A
25A
STR 7.4.1
STR 7.4.2
25A
25A
25A
25A
25A
25A
STR 7.5.1
STR 7.5.2
25A
25A
STR 7.6.1
STR 7.6.2
25A
25A
STR 7.7.1
STR 7.7.2
25A
25A
STR 7.8.1
STR 7.8.2
25A
25A
STR 7.9.1
STR 7.9.2
(N) INVERTER '7'
250A, 800V, 3PH
25A
25A
SPARE
SPARE
STR 7.10.1
SPARE
65A
3P
ATS-1
2000A
3P
250A
3P
250A
3P
250A
3P
250A
3P
250A
3P
250A
3P
250A
3P
E
E
E
E
E
E
2 3
4 4
24 2
1 STR 7.10.2
(TYP)
(TYP)
TO (E) 2MW
GENSET
5 (N)
20A
3P
(N)
20A
3P

GRIDSCAPE

MICROGRID

CONTROLLER
3200A
3P

FOR REVERSE
POWER

PROTECTION
1A CCMR
FUSE
1A CCMR
FUSE
PTs FOR 3PH
METER

2.5KV/120V
PTs FOR
3PH METER
800V/120V
1A CCMR
FUSE
3 PHASE POWER LINE
480VAC 3P+N+GND
1P (120V) AUX POWER LINE
3 PHASE PT LINE
COMMUNICATION LINE CAT5

COMMUNICATION
LINE CAT5 OR
RS485
COMMUNICATION LINE CAT5

COMMUNICATION
LINE CAT5 OR
RS485

COMMUNICATION
LINE CAT5 OR
RS485
COMMUNICATION LINE CAT5
COMMUNICATION LINE CAT5
3 PHASE POWER LINE
480VAC 3P+N+GND
SEL751
(N) PV AC DISCONNECT SWITCH 3
800AS/800AF, 800V, 3PH
(N) PV AC DISCONNECT
SWITCH 2
800AS/600AF, 800V, 3PH
(N) PV AC DISCONNECT SWITCH 1
800AS/800AF, 800V, 3PH
(N)
INVERTER 3
800V, 3PH
250A
(N)
INVERTER 4
800V, 3PH
250A
(N)
INVERTER 5
800V, 3PH
250A
(N)
INVERTER 6
800V, 3PH
250A
(N)
INVERTER 8
800V, 3PH
250A

FEEDER SCHEDULE

TAG CONDUCTORS & CONDUITS
3#1/0 AL 25KV EP CABLE 100%INSULATION IN 4"C PVC UNDERGROUND1 #10 PV WIRE, COPPER, 90°C EACH IN 3/4" RGS / PVC (REFER TO SHEET E-200 FOR

CONDUIT FOR STRINGS TRANSITIONING FROM ONE CARPORT TO ANOTHER) 2 4#250 XHHW-2 CU & 1#4 XHHW-2 CU GND IN 3"C3
3 SETS OF 4#300 XHHW-2 CU & 1#1/0 XHHW-2 CU GND IN 4"C4 2 SETS OF 4#350 XHHW-2 CU & 1#1 XHHW-2 CU GND IN 4"C5
NOT USED6

EXISTING FEEDER AND CONDUITE
(N) SCP-2 BREAKER PANEL
800A, 800V, 3PH
(N) SCP-3 BREAKER PANEL
800A, 800V, 3PH
5 4
(N) DISCONNECT SWITCH
S&C PMH-3
600A, 3P, 25KV
NOT USED7

SWITCH CONTROL LINE AND SWITCH POSITION LINE
(N)

PANEL 'SLP'
208/120V,
3PH
80A
30A
3P
(N) TRANSFORMER 'ST-2'
25KVA, 3PH
800V, 3 PH PRIMARY (Δ)
208/120V, 3 PH SECONDARY (Y)
8 9
8 4#10 XHHW-2 CU & 1#10 XHHW-2 CU GND IN 3/4"C
9 4#3 XHHW-2 CU & 1#8 XHHW-2 CU GND IN 1-1/4"C
SPARE
SPARE
SPARE
SPARE
(N) 90A, 21KV, 3P

VACUUM CIRCUIT

BREAKER
1 1
3 3(N) ECB-1

ENCLOSED CIRCUIT BREAKER
250A, 800V 3PH
NOARK M2HV
100% RATED
NEMA 3R ENCLOSURE
(TYPICAL TO ECB-2)
(N) ECB-2

COMMUNICATION LINE
CAT5
2 EXHIBIT A
437
Exhibit II-3
Attachment A: Project Site Safety & Security Requirements [City to provide no later than thirty (30) days prior to Construction Start, as applicable.]

EXHIBIT A
438
Exhibit II-4
PSA for Livermore Police Station
[See following pages]

EXHIBIT A
439
Project Name
Project Type
(Generating, Storage,
Both)
Project PV Description
(e.g., carport, rooftop, etc.)
City / Site
Owner Project Address
Livermore Police Station Both Rooftop Livermore 1110 S Livermore Ave.

75.00kW
Project Site Information
Project Site Description: The Project Site is the Livermore Police Department, located at 1110 South Livermore Avenue. The Generating Project will include PV panels located on the southeast side of the rooftop, as well as a carport located on the northeast corner of the parking lot. The Storage Project will include a battery energy storage system located on the southwest corner of the property behind the main building. The Project shall be a built as documented within the enclosed design plans, which are subject to further modification with City's approval.

Access Points: [City to advise, as applicable ]
Construction Assumptions: Not applicable
Electrical Diagram: [See attached]
Storage Project Terms
Exhibit II-4 - Project Site Addendum

EXHIBIT A
440
Exhibit II-4
Site Plan, Electrical Diagrams, and Metering Information for Livermore Police Station
[See following pages]

EXHIBIT A
441
NEW PV SYSTEM: 75.00 kWDC/60.00 kWAC
NEW BESS SYSTEM: 360.00 kWAC/829.44 kWh

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

POLICE STATION
1110 SOUTH LIVERMORE AVENUE
LIVERMORE, CA 94550
PAPER SIZE: 36" x 24" (ARCH D)
PHONE: 510-894-6030
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538

12.10.2024

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

FREMONT, CA 94539
COMPANY NAME: GRIDSCAPE ENERGY
CSLB:: #1121493
CONTACT INFO: 510-894-6030
A 60% DESIGN SET 12.10.2024
N
EW
S
1"=60'
SITE PLAN01 A-101

SITE PLAN
(SHEET 1 OF 13)
0 30' 60'

PROPERTY LINE
(E) PV SYSTEM
(N) INVERTER

NEW SYSTEM INFO
PV SYSTEM SIZE : 75.00 kWDC; 60.00 kWAC
BESS SYSTEM SIZE : 360.00 kWAC; 829.44 kWh
PV MODULE : (
120) RUNERGY, HY-DH156N8 625 (625W)
PV INVERTER TYPE : (01) CPS SCA60KTL-DO/US-480 (60kW) BATTERY TYPE : (03) GRIDSCAPE GSX240 (245.7
6kWh)
(N) PV ARRAY (TYP.)
259'-11"
116'-2"
556'-11" 646'-8"
(N) PV AC DISCONNECT-2
(N) NGOM METER
(N) PV AC DISCONNECT-1
(N) PV+BESS UTILITY LOCKABLE AC DISCONNECT
(N) PV + BESS COMBINER PANELBOARD

EXTERIOR EQUIPMENT
(N) ISOLATION CONTACTOR
(N) BESS PANELBOARD
(N) BATTERY STORAGE SYSTEM-4
(N) BESS AC DISCONNECT
(N)BLACK START CONTACTOR
ON PAD
(N) BATTERY STORAGE SYSTEM-3
(N) BATTERY STORAGE SYSTEM-2
(N) BATTERY STORAGE SYSTEM-1
(N) BOLLARD (TYP.)
(N) MAIN SWITCHBOARD

INSIDE ELECTRICAL ROOM
(N) SEL RELAY

ON CARPORT
BATTERY INVERTER : (04) GRIDSCAPE GS90X (90kW) : (01 ) GRIDSCAPE GSX90 (92.16k
Wh)

WORK IN PROGRESS

EXHIBIT A
442

GENERAL NOTES

1. FIELD VERIFY ALL MEASUREMENTS

2. SEE SHEET T-001 FOR LEGEND OF SYMBOLS
MODULE:

RUNERGY
HY-DH156N8 625 (625 WATTS)

44.65"

97.05"
NEW PV SYSTEM: 75.00 kWDC/60.00 kWAC
NEW BESS SYSTEM: 360.00 kWAC/829.44 kWh

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

POLICE STATION
1110 SOUTH LIVERMORE AVENUE
LIVERMORE, CA 94550
PAPER SIZE: 36" x 24" (ARCH D)
PHONE: 510-894-6030
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538

12.10.2024

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

FREMONT, CA 94539
COMPANY NAME: GRIDSCAPE ENERGY
CSLB:: #1121493
CONTACT INFO: 510-894-6030
A 60% DESIGN SET 12.10.2024
N E
W S1"=20'
ARRAY ELECTRICAL PLAN01
A-102

ARRAY ELECTRICAL PLAN

ELECTRICAL EQUIPMENT
(E) GRADE

BACKFILL WITH

NATIVE SOIL
(N) PVC CONDUIT
1'-0"
2'-0"
MIN.
(SHEET 2 OF 13)
0 20'10'
ARRAY 1 - 37.50 kW
[x60] (N) MODULES
TILT: 10 DEGREES
AZIMUTH: 219 DEGREES

NOT TO SCALE
TRENCH DETAIL02
(N) AC TRENCH (TYP.)
NOTE: TRENCH PATH ARE INDICATIVE
ONLY.SURVEY FOR OBSTRUCTIONS
PRIOR TO DIGGING.

ARRAY 2 - 37.50 kW
[x60] (N) MODULES
TILT: 10 DEGREES
AZIMUTH: 219 DEGREES
37'-7"
1'
37'-7"
48'-3" (TYP.)
(N) INVERTER
(N) PV AC DISCONNECT-2
(N) NGOM METER
(N) PV AC DISCONNECT-1
(N) PV+BESS UTILITY LOCKABLE AC DISCONNECT
(N) PV + BESS COMBINER PANELBOARD

INSIDE ELECTRICAL ROOM
(N) SEL RELAY

ON CARPORT

NEW SYSTEM INFO
PV SYSTEM SIZE : 75.00 kWDC; 60.00 kWAC
BESS SYSTEM SIZE : 360.00 kWAC; 829.44 kWh
PV MODULE : (
120) RUNERGY, HY-DH156N8 625 (625W)
PV INVERTER TYPE : (01) CPS SCA60KTL-DO/US-480 (60kW) BATTERY TYPE : (03) GRIDSCAPE GSX240 (245.7
6kWh)
BATTERY INVERTER : (04) GRIDSCAPE GS90X (90kW) : (01 ) GRIDSCAPE GSX90 (92.16k
Wh)

WORK IN PROGRESS

EXHIBIT A
443
G
G
(N) PV AC DISCONNECT-1
MAKE:

EATON
MODEL NO.: DH363NRK
100A, 100A FUSES, 3P, 600VAC, NEMA 3R

VISIBLE, LOCKABLE,
22KAIC MIN.
(N) PV AC DISCONNECT-2
MAKE:

EATON
MODEL NO.: DH363NRK
100A, 100A FUSES, 3P, 600VAC, NEMA 3R
VISIBLE, LOCKABLE, 35KAIC MIN.

M
(N) NGOM METER

90.25A CONTINUOUS
CURRENT, 480Y/277V, 3P,
3W,
35KAIC MIN.
3 5
(N) GRIDSCAPE

CONTROLLER
G
(N) PV+BESS UTILITY LOCKABLE FUSED
AC DISCONNECT "ACDS"
MAKE: EATON
MODEL NO.: DH367NRK
800A, 700A FUSES, 3P, 600VAC, NEMA 3R
42 KAIC MIN.

VISIBLE, LOCKABLE
550A/3P
G
100A/3P
L1
L2
L3
(N) PV + BESS COMBINER PANELBOARD
800A, 3-PHASE, 3 WIRE,
480Y/277V, NEMA 3R
35KAIC MIN.

ELECTRICAL WIRE
COMMS. WIRE

GROUND WIRE

CT CABLE
6 11
L1 L2 L3
G
N
1-1 1-2
G
(N) 25A FUSES
(TYP.OF 8)
(N) JUNCTION BOX
(TYP.OF 3)
(N) [x120] PV MODULES

RUNERGY
HY-DH156N8 625 (625 WATTS)
G
(N) INVERTER-1
CPS SCA60KTL-DO/US-480
60KW SYSTEM WITH 3 MPPT
MAX. PV INPUT VOLTAGE: 1000V
NOMINAL AC VOLTAGE: 480V
OUTPUT CURRENT: 72.2A

WITH STANDARD WIREBOX
15 15
8 STRINGS OF 15 MODULES
1 2A
120 MODULES
1-3
15 1-4 1-5
15 15
1-6
15 15 15
1-7 1-8
LOAD SIDE CALCULATION PER NEC 705.12 (B):

MAIN BUS: 1600A, MAIN BREAKER: 1200A
MAX SOLAR ALLOWED: 1600X1.2-1200=720A
SOLAR + BESS BREAKER: 700A, HENCE OK.

L1 L2 L3
(N) BESS AC DISCONNECT
MODEL: EATON
MODEL NO.:

DH366NRK
35KAIC MIN.
600A, 550A FUSES, 3P,
600VAC, NEMA 3R
G
(N) BESS PANELBOARD
600A, 3-PHASE, 3 WIRE, 480V
NEMA 3R
35KAIC MIN.

L1 L2 L3
150A/3P
G G
(N) GRIDSCAPE
GSX260 (266.24 kWh)
(N) GRIDSCAPE
GS90X (90kW)
7 (N) GRIDSCAPE GSX240 (245.76 kWh)
(N) GRIDSCAPE GS90X (90kW)
GRIDSCAPE CONTAINER-2
8 BESS-1 BESS-2
(N) SEL-751

REVERSE POWER FLOW RELAY
PART NO.: 751002B1B0X70851C00
32 52
G

EQUIPMENT BELOW

LINE ON PAD
L1
L2
L3
(N) BLACK START

CONTACTOR
600A, 480VAC,
60 HZ, NEMA 3R
G
CAT5
1" EMT CT
CABLES
G G
(E) GROUNDING

ELECTRODE
(N) MAIN SWITCHBOARD
480Y/277V, 3-PHASE, 4W, 42KAIC
MAIN BUSS: 1600A
G
(N)
1200A
(E) UTILITY
METER
#1009939928

TO UTILITY

GRID (OH)
N

CT CABLES
1" EMT/PVC
(E) ATS
480/277V, 3-PH, 4W, 600A
LOAD
NORMAL

EMERGENCY
600A/3P
TO (E)
LOADS
TO (E)
LOADS
10 EQUIPMENT ABOVE

LINE ON CANOPY

EQUIPMENT BELOW

LINE ON EXTERIOR WALL

EQUIPMENT BELOW

LINE ON INSIDE ELECTRICAL ROOM

EQUIPMENT ABOVE LINE ON

EXTERIOR WALL
20A
700A/3P
CAT5
1" EMT CT
CABLES
(N) ISOLATION

CONTACTOR
1200A, 480Y/277V
G
N
2B
4 (E) GENERATOR
(E) GENERATOR
275kVA, 480/277V, 3PH, 4W
L1 L2 L3 L1 L2 L3
150A/3P
G G
(N) GRIDSCAPE
GSX260 (266.24 kWh)
(N) GRIDSCAPE
GS90X (90kW)
(N) GRIDSCAPE GSX90 (92.16 kWh)
(N) GRIDSCAPE GS90X (90kW)
GRIDSCAPE CONTAINER-4
BESS-3 BESS-4
(N) GRIDSCAPE
GSX260 (266.24 kWh)
(N) GRIDSCAPE
GS90X (90kW)
(N) GRIDSCAPE
GSX260 (266.24 kWh)
(N) GRIDSCAPE
GS90X (90kW)
(N) GRIDSCAPE GSX240 (245.76 kWh)
(N) GRIDSCAPE GS90X (90kW)
GRIDSCAPE CONTAINER-1
(N) GRIDSCAPE GSX240 (245.76 kWh)
(N) GRIDSCAPE GS90X (90kW)
GRIDSCAPE CONTAINER-3
150A/3P150A/3P
9 NEW PV SYSTEM: 75.00 kWDC/60.00 kWAC
NEW BESS SYSTEM: 360.00 kWAC/829.44 kWh

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

POLICE STATION
1110 SOUTH LIVERMORE AVENUE
LIVERMORE, CA 94550
PAPER SIZE: 36" x 24" (ARCH D)
PHONE: 510-894-6030
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538

12.10.2024

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

FREMONT, CA 94539
COMPANY NAME: GRIDSCAPE ENERGY
CSLB:: #1121493
CONTACT INFO: 510-89-6030
A 60% DESIGN SET 12.10.2024
NTS
THREE LINE DIAGRAM01

THREE LINE DIAGRAM
(SHEET 9 OF 13)
E-601

WORK IN PROGRESS

EXHIBIT A
444
Exhibit II-4
Attachment A: Project Site Safety & Security Requirements [City to provide no later than thirty (30) days prior to Construction Start, as applicable.]

EXHIBIT A
445
Exhibit II-5
PSA for Livermore Maintenance Service Center
[See following pages]

EXHIBIT A
446
Project Name
Project Type
(Generating, Storage,
Both)
Project PV Description
(e.g., carport, rooftop, etc.)
City / Site
Owner Project Address
Livermore Maintenance
Service Center Both Rooftop Livermore 3500 Robertson Park Road Livermore, CA 94550
Tranche Tranche A
Milestone Schedule
Estimated Construction Start
Date
Construction Start
Deadline
Estimated Commercial
Operation Date
Commercial
Operation
Deadline
7/3/2025 7/19/2025 2/28/2026 2/28/2026
Storage Inverter Power (kW) Storage Contract
Capacity (kWh)

90.00kW 245.76kWh
Generating Project Terms
Guaranteed Nameplate Capacity (kW)

65.62kW
Storage Project Terms
Project Site Information
Project Site Description: The Project Site is the Livermore Maintenance Services building, located at 3500 Robertson Park Road. The Generating Project will include PV panels located on the rooftops of the south building and the two buildings just north of the south building. The Storage Project will include a battery energy storage system located on the south side of the property parallel to Robertson Park Road. The Project shall be built as documented within the enclosed design plans, which are subject to further modification with City's approval.

Access Points: [City to advise, as applicable ]
Construction Assumptions: Not applicable
Electrical Diagram: [See attached]
Exhibit II-5 - Project Site Addendum

EXHIBIT A
447
Exhibit II-5
Site Plan, Electrical Diagrams, and Metering Information for Livermore Maintenance Service Center
[See following pages]

EXHIBIT A
448

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

MAINTENANCE SERVICE
CENTER
3500 ROBERTSON PARK RD,
LIVERMORE, CA 94550
PAPER SIZE: 36" x 24" (ARCH D)
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

1.7.2025
PHONE: 510-894-6030

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
COMPANY NAME: GRIDSCAPE ENERGY

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

FREMONT, CA 94539
CSLB: #1121493
CONTACT INFO: 510-894-6030
NEW PV SYSTEM: 65.62 kWDC / 60.00 kWAC
NEW BESS SYSTEM: 90.00 kWAC / 245.76 kWh
A 60% DESIGN SET 12.10.2024
B 90% DESIGN SET 12.26.2024
C UPDATED 90% DESIGN SET 01.13.2025
N
EW
S
1" = 40'
SITE PLAN01 A-101

SITE PLAN
(SHEET 2 OF 16)
0 40' 80'
ROBERTSON PARK RD.
(N) ROOFTOP ARRAY
(E) MAIN SWITCHBOARD

INTERIOR

PROPERTY LINE

EXISTING PV SYSTEM INFO
SYSTEM SIZE : 146.88 kW DC; 138.0 kW AC
PV MODULE : (576) SOLAR WORLD, SW255 (255W)

INVERTER TYPE
: (5) POWER ONE, PVI-12.0-1 (12KW)
: (6) POWER ONE, PVI-10.0-1 (10KW)

SYSTEM INFO
PV SYSTEM SIZE : 65.62 kW DC; 60 kW AC
BESS SYSTEM SIZE : 90.00 kWAC; 245.76 kWh
PV MODULE : (
105) RUNERGY, HY-DH156N8-625 (625W)
PV INVERTER TYPE : (01) CPS SCA60KTL-DO/US-480 (60kW) BATTERY TYPE : (01) GRIDSCAPE GSX240 (245.76kWh)
BATTERY INVERTER : : (01) GRIDSCAPE GS90X (90kW) 78'-10"
293'-1"
306'-6"
354'-6"
ROBERTSON PARK RD.
(E) PV ARRAY (TYP.)
(E) PV ARRAY (TYP.)
(E) PV ARRAY (TYP.)
(N) PV AC DISCONNECT-1
(N) NGOM METER
(N) PV AC DISCONNECT-2
(N) CRITICAL LOAD PANEL
(N) INVERTER
(N) BLACK START CONTACTOR
(N) BESS AC DISCONNECT
(N) BESS
(N) BOLLARD (TYP.)
(N)PV+BESS UTILITY LOCKABLE AC DISCONNECT
(N)ISOLATION CONTACTOR

EXTERIOR

EXTERIOR
408'227'-6"
21'-1"

EXHIBIT A
449

GENERAL NOTES

1. FIELD VERIFY ALL MEASUREMENTS

2. SEE SHEET T-001 FOR LEGEND OF SYMBOLS
MODULE:

RUNERGY
HY-DH156N8-625 (625 WATTS)

44.65"

97.05"

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

MAINTENANCE SERVICE
CENTER
3500 ROBERTSON PARK RD,
LIVERMORE, CA 94550
PAPER SIZE: 36" x 24" (ARCH D)
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

1.7.2025
PHONE: 510-894-6030

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
COMPANY NAME: GRIDSCAPE ENERGY

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

ARRAY ELECTRICAL PLAN

ELECTRICAL EQUIPMENT
(SHEET 3 OF 16)
0 8'4'
ARRAY 1 - 46.87 kW
[x75] (N) MODULES
TILT: 10 DEGREES
AZIMUTH: 180 DEGREES
ARRAY 2 - 18.75 kW
[x30] (N) MODULES
TILT: 10 DEGREES
AZIMUTH: 0 DEGREES
3'-2" 3'-2"
10'-8"
10'-8"
3' FIRE SETBACK (TYP.)
(E) MAIN SWITCHBOARD
(N) PV AC DISCONNECT-1
(N) NGOM METER
(N) PV AC DISCONNECT-2
(N) CRITICAL LOAD PANEL
(N) INVERTER
(N) BLACK START CONTACTOR
(N) BESS AC DISCONNECT
(N) BATTERY STORAGE SYSTEM
(N) BOLLARD (TYP.)
(N)PV+BESS UTILITY LOCKABLE AC DISCONNECT
(N)ISOLATION CONTACTOR
(N) 80' AC TRENCH PATH FROM BESS AC

DISCONNECT TO CRITICAL LOAD PANEL
NOTE: TRENCH PATH IS INDICATIVE
ONLY. SURVEY FOR OBSTRUCTIONS
PRIOR TO DIGGING.

EXISTING PV SYSTEM INFO
SYSTEM SIZE : 146.88 kW DC; 138.0 kW AC
PV MODULE : (576) SOLAR WORLD, SW255 (255W)

INVERTER TYPE
: (5) POWER ONE, PVI-12.0-1 (12KW)
: (6) POWER ONE, PVI-10.0-1 (10KW)

INTERIOR

EXTERIOR

EXHIBIT A
450
L1 L2 L3
G
N
1-1 1-2
G
(N) 25A FUSES
(TYP.OF 7)
(N) JUNCTION BOX
(TYP.OF 3)
(N) [x105] PV MODULES
RUNERGY HY-DH156N8 625
(625 WATTS)
G
(N) INVERTER-1
CPS SCA60KTL-DO/US-480
60KW SYSTEM WITH 3 MPPT
MAX. PV INPUT VOLTAGE: 1000V
NOMINAL AC VOLTAGE: 480V
OUTPUT CURRENT: 72.2A

WITH STANDARD WIREBOX
(TYP.OF 2)
15 15
1 2A
1-3
15 1-4 1-5
15 15 15 15
1-7 1-8
3 G G
2B
G
(N) PV AC DISCONNECT-1
MAKE:

EATON
MODEL NO.: DH363FRK
100A, 100A FUSES, 3P, 3W, 600VAC, NEMA 3R

VISIBLE, LOCKABLE,
14kAIC
M
(N) NGOM METER

72.2A CONTINUOUS
CURRENT, 480V, 3P, 3W,
22kAIC
4 G
(N) PV AC DISCONNECT-2
MAKE:

EATON
MODEL NO.: DH363FRK
100A, 100A FUSES, 3P, 3W,
600VAC, NEMA 3R
VISIBLE, LOCKABLE, 22kAIC
(N) GRIDSCAPE
GSX240 (245.76 kWh)
L1 L2 L3
(N) GRIDSCAPE
GS90X (90kW)G
7 (N) GRIDSCAPE GSX240 (245.76 kWh)
(N) GRIDSCAPE GS90X (90kW)
GRIDSCAPE CONTAINER-1
BESS
(N) BLACK START

CONTACTOR
200A, 480VAC,
60 HZ, NEMA 3R
G
(N) BESS AC DISCONNECT
MODEL: EATON
MODEL NO.:

DH364FRK
14kAIC
200A, 150A FUSES, 3P,
600VAC, NEMA 3R
G
150A/3P 20A/3P
G
100A/3P
(N) CRITICAL LOAD PANEL
400A, 3-PHASE, 4 WIRE, 480Y/277V, NEMA 3R,
22kAIC

BACKUP LOADS

FROM (E) PV SYSTEM
REFER SHEET E-602
L1
L2
L3
N
(N) GRIDSCAPE

CONTROLLER
(N) SEL-751

REVERSE POWER FLOW RELAY
PART NO.: 751002B1B0X70851C00
32 52
CAT5
1" EMT CT
CABLES
G
(N) PV+BESS UTILITY LOCKABLE AC DISCONNECT
MODEL: EATON
MODEL NO.: DH365NRK
400A, 250A FUSES, 3P, 600VAC, NEMA 3R
VISIBLE, LOCKABLE, 65kAICN
9 10
(N) ISOLATION CONTACTOR
400A, 480V, 3-PHASE
(E) MAIN SWITCHBOARD
480Y/277V, 3-PHASE, 4W, 65kAIC
MAIN BUSS: 1600A
G
1600A
TO (E)
LOADS
(E) UTILITY METER
#1006728899

TO UTILITY
GRID
N
G
(E) ATS
300A, 480/277V, 3-PH
TO

EDP PANEL
NORMAL

EMERGENCY
(E) GENERATOR
(E) GENERATOR
100KW, 480/277V, 3PH, 4W
TO (E)
LOADS
(E) GROUNDING

ELECTRODE
150A
300A
3P
5 6
78 11
(N) [x53] AP SMART RSD-D-20 RAPID

SHUTDOWN DEVICES

ELECTRICAL WIRE
COMMS. WIRE

GROUND WIRE

CT CABLE
NOTE: CRITICAL LOADS WILL BE SELECTED

BY THE CUSTOMER AND MOVED TO THIS

PANEL, REST OF THE LOADS WILL REMAIN
IN EXISTING SWITCHGEAR AS IT IS.
20A
3P

TO (N) GRIDSCAPE

CONTROLLER
1" EMT/PVC

CONDUIT
1" EMT/PVC

CONDUIT
250A
3P
1" EMT CONDUIT FOR

CT CABLES
CAT5
CT CABLES IN 1"

EMT CONDUIT
FROM
(N) 20A/3P BREAKER IN
(E) MAIN SWITCHBOARD
1" EMT/PVC

CONDUIT
1" EMT CONDUIT FOR

CT CABLES
LOAD SIDE CALCULATION PER NEC 705.12 (B):

MAIN BUS: 1600A, MAIN BREAKER: 1600A
MAX SOLAR ALLOWED: 1600X1.2-1600=320A
SOLAR + BESS BREAKER: 250A, HENCE OK.

ENGINEER OF RECORD
DATE:

DESIGN BY:RES
CHECKED BY:

MAINTENANCE SERVICE
CENTER
3500 ROBERTSON PARK RD,
LIVERMORE, CA 94550
PAPER SIZE: 36" x 24" (ARCH D)
NO. DESCRIPTION DATE

PROJECT

REVISION / SUBMITTAL
SHEET NUMBER:

SHEET TITLE:

1.7.2025
PHONE: 510-894-6030

GRIDSCAPE SOLUTIONS
46711 FREMONT BLVD.

FREMONT, CA 94538
COMPANY NAME: GRIDSCAPE ENERGY

GRIDSCAPE ENERGY
46711 FREMONT BLVD.

THREE LINE DIAGRAM
(SHEET 9 OF 16)
E-601

EXHIBIT A
451
Exhibit II-5
Attachment A: Project Site Safety & Security Requirements [City to provide no later than thirty (30) days prior to Construction Start, as applicable.]

EXHIBIT A
452

EXHIBIT III

CITY-SPECIFIC TERMS
N/A
Exhibit III | 1

EXHIBIT A
453

EXHIBIT IV

INSURANCE REQUIREMENTS
A. ENDORSEMENTS AND CONDITIONS APPLYING TO ALL PHASES

INSURANCE
Without limiting Ava’s indemnification of the City, Av a shall p rovide and maintain at its own expense, during the term of this Agreement, or phase of this Agreement if coverage is phase- specific, or as may be further required herein, the following insurance coverages and provisions:

1. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non- contributory and will not seek contribution from any other insurance (or self-insurance) available to the City. The primary and non-contributory endorsement shall be at least as broad as ISO Form 20 01 04 13. Pursuant to the provisions of this Agreement insurance effected or procured by Ava shall not reduce or limit Ava ’ s contractual obligation to indemnify and defend the Indemnified Parties.

2. EVIDE NCE OF COVERAGE: Before commencing operations under this Agreement, Ava shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to City, eviden cing that all requir ed insurance coverage is in effect. The required certificate(s) and endorsements must be sent as set forth in the notices.

Ava shall not receive a notice to proceed with the work under this Agreement until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of Ava.

3. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of this Agreement or phase of this Agreement to which it applies. In addition, insurance policies and coverage(s) written on a claims-made basis:
• Shall be maintained during the entire term of this Agreement or phase of this Agreement to which it applies and until 5 years following the letter of termination of this Agreement/phase of this Agreement and acceptance of all work provided under this Agreement.
• Th e ret roactive d ate m ust b e b efore the execution d ate of the contract or the beginning of contract work.
• If cov erage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, Ava must purchase extended reporting period coverage for a minimum of five (5) years after completion of work.

4. ADDITIONAL INSURED: All insurance required
herein with the exception of Personal
Automobile Liability, Workers’ Compensation and Employers Liability, shall be endorsed to name as additional insured: City o r, its elected officials, officers, agents, employees, Exhibit IV | 1

EXHIBIT A
454
volunteers, and representatives. The Additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13.

I
n all cases, the additional insured endorsement shall be at least as broad as ISO Form CG 20 38 04 13.

All private property owners granting “Rights of Entry” for construction of the work shall be covered as insureds under the same coverage as provided the City as respects their ownership of the property and the work to be done thereon.

5. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with an A.M. Best Rating of no less than A: VII or equivalent shall be admitted to the State of C
alifornia unless otherwise waived by Risk Management, and with deductible amounts a
cceptable to the City. Acceptance of Ava’s insurance by City shall not relieve or decrease the
liability of Ava hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of Ava.

6. SUBCONTRACTORS: Ava shall include all subcontractors as an insured (covered party) under its policies or shall verify that the subcontractor, under its own policies and e
ndorsements, has complied with the insurance requirements in this Agreement, including this Exhibit V. Additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13.

7. JO INT VENTURES: If Ava is an association, partnership or other joint business venture, required insurance shall be provided by one of the following methods:
• Separate insurance policies issued for each individual entity, with each entity included as a “ N amed Insured” (covered party), o r at minimum named as an “Additional Insured” on the other’s policies.
• Coverag e shall be at least as broad as in the ISO forms named above. Joint insurance program with the association, partnership or other joint business venture included as a “Named Insured”.

8. NOTICE OF CANCELLATION:

All
coverage as required herein shall not be canceled or changed so as to no longer meet the specified City insuran ce requirements without 30 days’ prior written notice of such cancellation or change being delivered to the City or their designated agent.

9. SELF-INSURANCE:

C
ity acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the p art of Ava. However, this shall not in any way limit liabilities assumed by Ava under this Agreement. Any self-insurance shall be approved in writing by City upon satisfactory evid ence of financial capacity. Ava’ s obligation hereunder
may be satisfied in whole or in part by adequately funded self-insurance programs or self-insurance retentions. City acknowledges that some insurance Exhibit IV | 2

EXHIBIT A
455
requirements contained in this Agreement may be fulfilled by a combination of primary and excess liability policies. However, this shall not in any way limit liabilities assumed by Ava under this Agreement.

DESIGN PHASE INSURANCE REQUIREMENTS
Insurance required during the design phase will include:

1. Commercial General Liability Insurance for bodily injury (including death) and property damage which provides limits as follows:
a.

Each occurrence -$2,000,000
b. General aggregate -$2,000,000
c.

Personal Injury -$2,000,000

2. General liability coverage shall include:
a.

Project Site and Operations
b. Personal Injury liability
c. Severability of interest

3. Automobile Liability Insurance
F
or bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non owned and hired vehicles.

4. Workers’ Compensation and Employer’s Liability Insurance a. Statutory California Workers ’ Compensation coverage including broad form all states coverage.
b. Employer’s Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

5. Professional Errors and Omissions Liability Insurance a
. Coverage shall be in an amount of not less than two million dollars ($2,000,000) per occurrence/aggregate.
b. If coverage contains a deductible or self-retention, it shall not b e greater than two hundred fifty thousand dollars ($250,000) per occurrence/event. c. Coverage as required herein shall be maintained for a minimum of three years following termination or completion of this Agreement.

Exhibit IV | 3

EXHIBIT A
456

6. Claims Made Coverage
If
coverage is written on a claims’ made basis, the Certificate of Insurance shall clearly state so. In addition to coverage requirements above, such policy shall provide that:
a. Policy retroactive date coincides with or precedes the consultant’s start of work (including subsequent policies purchased as renewals or replacements). b
. Policy allows for repo rting of circumstances or incidents that might give rise to f
uture claims.

C. CONSTRUCTION PHASE INSURANCE REQUIREMENTS
The following limits shall apply:
1 . Commercial General Liability Insurance for bodily injury (including death) and property damage which provides limits as follows:
a.

Each occurrence -$2,000,000
b. General aggregate -$4,000,000
c.

Products/Completed Operations aggregate ** - $4,000,000 d. Personal Injury -$2,000,000
A
minimum of 50% of each of the aggregate limits must remain available at all times unless coverage is project specific.

2. General liability coverage shall include:
a.

Project Site and Operations
b. **Products/Completed Operations with limits of four million dollars ($4,000,000) p
er aggregate to be maintained for three (3) years following acceptance of the work by City.
c
. Contractual Liability expressly including liability assumed under this Agreement.

If Ava is working within fifty (50 ) feet of a railro ad or light rail operat ion, any exclusion as to performance of operations within the vicinity of any railroad bridge, trestle, track, roadbed, tunnel, underpass or crossway shall be deleted, or a railroad protective policy provided.
d. Personal Injury liability
e.

City’s and Ava’s protective liability
f
. Severability of interest
Exhibit IV | 4

EXHIBIT A
457
g. Explosion, Collapse, and Underground Hazards (X, C and U) h. Broad Form Property Damage liability
3 . General liability coverage shall include the following endorsements, copies of which shall be provided to City:
a. Contractual Liability Endorsement:

Insurance afforded by this policy shall apply to liability assumed by the insured under written contract with City.
b. X C & U (Explosion, Collapse and Underground) Endorsement:

Insurance afforded by this policy shall provide X, C and U Hazards coverage.

4. Automobile Liability Insurance
F
or bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles.

5. Workers ’ Compensation and Employer’s Liability Insurance a. Statutory California Workers’ Compensation coverage including broad form all states coverage.
b. Employer’s Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

6. Property Installation floater:

T
he property installation floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the work, including during transit, installation and testing at the entity’s site. The coverage shall be in the amount of the value of the completed Project and materials.

OPERATIONS AND MAINTENANCE PHASE INSURANCE REQUIREMENTS The following limits shall apply:

1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows:
a.

Each occurrence -$2,000,000
b. General aggregate -$4,000,000
Exhibit IV | 5

EXHIBIT A
458
c. Personal Injury -$2,000,000

2. General liability coverage shall include:
• Project Site and Operations
• Personal Injury liability
• Severability of interest

3. Automobile Liability Insurance
For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles.

4. Workers’ Compensation and Employer’s Liability Insurance • Statutory California Workers ’ Compensation coverage including broad form all- states coverage.
• Employer’s Li ability coverage for not l ess than one million dollars ($1,000,000) per occurrence.

Exhibit IV | 6

EXHIBIT A
459
Exhibit V | 1
EXHIBIT V2

NOTICES
City of Livermore Ava
All Notices:

Street:

City:

Attn:

Phone:

Email:

All Notices:
1999 Harrison Street, Suite 800
Oakland, CA 94612
Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
Reference Numbers:

Duns:

Federal Tax ID Number:

Reference Numbers:

Duns: 081103072
Federal Tax ID Number: 82-2262960
Invoices:

Attn:

Phone:

Email:

Invoices:

Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
With an additional copy to:
[email protected]
Payments:

Attn:

Phone:

Email:

Payments:

Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
With an additional copy to:
[email protected]
Wire Transfer:

BNK:

ABA:

ACCT:

Wire Transfer: [REDACTED]
Credit and Collections:

Attn:

Phone:

Email:

Credit and Collections:

Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
With an additional copy to:
[email protected]
Emergency Contact:

Attn:

Phone:

Email:

Emergency Contact:

Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
2 Note to City: Please populate this Exhibit V and send to Ava as soon as possible to ensure it is included in the final execution version.

EXHIBIT A
460
Exhibit V | 2
City of Livermore Ava
With Additional Notices of an Event of
Default to:

Attn:

Phone:

Email:

With Additional Notices of an Event of
Default to:

Attn: Ava CMF
Phone: (833) 699-3223
Email: [email protected]
With an additional copy to:
[email protected]

EXHIBIT A
461

EXHIBIT VI

AVA TERMINATION PAYMENT SCHEDULE
[Attached]
Exhibit VI | 1

EXHIBIT A
462
Exhibit VI
Ava Termination Payment Schedule
City: Livermore
Year Payment Due
1 $26,766,491
2 $23,396,101
3 $20,464,208
4 $17,785,354
5 $15,049,391
6 $12,497,938
7 $12,494,204
8 $12,456,552
9 $12,381,256
10 $12,264,267
11 $12,101,178
12 $11,887,202
13 $11,553,436
14 $11,152,835
15 $10,678,855
16 $10,124,395
17 $9,481,754
18 $8,742,575
19 $7,897,800
20 $6,937,606
21 $5,851,347
22 $4,627,487
23 $3,253,525
24 $1,715,918
25 $0

EXHIBIT A
463

EXHIBIT VII

CITY TERMINATION PAYMENT SCHEDULE
[Attached]
Exhibit VII | 1

EXHIBIT A
464
Exhibit VII
City Termination Payment Schedule
City: Livermore
Year Payment Due
1 $26,766,491
2 $23,396,101
3 $20,464,208
4 $17,785,354
5 $15,049,391
6 $12,497,938
7 $12,494,204
8 $12,456,552
9 $12,381,256
10 $12,264,267
11 $12,101,178
12 $11,887,202
13 $11,553,436
14 $11,152,835
15 $10,678,855
16 $10,124,395
17 $9,481,754
18 $8,742,575
19 $7,897,800
20 $6,937,606
21 $5,851,347
22 $4,627,487
23 $3,253,525
24 $1,715,918
25 $0

EXHIBIT A
465

CITY COUNCIL STAFF REPORT
ITEM NO. 7.1

DATE:

February 10, 2025
TO:

Honorable Mayor and City Council
FROM:

Tina Olson, Administrative Services Director
SUBJECT:

Resolution adopting 180-day wait period exception to hire retired annuitant, Michael Pato, former Senior Management Analyst, in accordance with Government Code section 7522.56 of the Public Employees' Retirement Law.

RECOMMENDED ACTION

Staff recommends that the City Council adopt a resolution approving the hiring of retired annuitant, Michael Pato, former Senior Management Analyst, in accordance with Government Code section 7522.56 of the Public Employees' Retirement Law.

SUMMARY
A California Public Employees Retirement System (CalPERS) retiree who returns to employment with a CalPERS agency is referred to as a "retired annuitant." CalPERS requires that retirees serve a 180-day waiting period between their retirement date and their first day of post-retirement employment.

Government Code 7522.56 permits an agency to waive the 180-day waiting period in instances where the retired annuitant is needed to perform work of a limited duration, work on special projects, or to perform work due to work exceeding staff capacity. Michael Pato retired as a Senior Management Analyst on December 27, 2024. The City has an immediate need for staff to assist with review of lease proposals for City property, including telecommunications, with particular emphasis on land use and infrastructure considerations and Mr. Pato has the requisite knowledge and skills to perform this work.

DISCUSSION
In accordance with Government Code section 7522.56 and to ensure continuity of operations, staff recommends that City Council adopt a resolution approving the hiring of retired annuitant, Michael Pato, as a Special Projects Coordinator absent a 180-day waiting period. The City has an immediate need for staff to assist with review of lease proposals for City property, including telecommunications, with particular emphasis on land use and infrastructure considerations as the City has several active applications for telecommunications and other uses on City property that need to be reviewed and processed. Due to current staffing and employee workloads, additional support is needed to move these applications forward. In his role as a Senior Management Analyst, Mr. Pato performed this work and has 466
the experience, familiarity, and the skill to work on these complex projects with little to no training and allow for continuity of critical operations, whereas if the City were to hire a consultant or other temporary staff, it would take significant additional staff time to bring them up to speed. Given the volume of high level, complex projects the Department has, Mr. Pato will provide up to an additional 960 hours of operating support as he knows Livermore's processes, systems, and challenges.

The retiree did not receive any retirement related incentive, such as a "golden handshake" or any other incentive to retire. CalPERS rules dictate that compensation paid to retirees cannot be less than the minimum nor exceed the maximum monthly base salary paid to other employees performing comparable duties.

FISCAL AND ADMINISTRATIVE IMPACTS

The Special Projects Coordinator is not a "regular staff position" and there will be no net increase in headcount to make the temporary hire noted above. Retired annuitants are not entitled to any city employment benefits or property rights associated with regular employment. Therefore, the cost of hire is limited to salary only. The fiscal impact to make the temporary hire noted above is approximately $70,824 that will be funded through savings generated by vacant positions in the Innovation and Economic Development Department.

COMMUNITY PILLAR

5: A City That Works

GOAL

8: Attract, develop, engage, and retain a diverse and highly skilled workforce across the organization.

ATTACHMENTS

1. Resolution

2. Exhibit A - Offer Letter with Enclosures

Prepared by: Kristen Hilton
Human Resource Manager

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION ADOPTING 180-DAY WAIT PERIOD EXCEPTION TO

HIRE A RETIREE IN ACCORDANCE WITH GOVERNMENT CODE
SECTIONS 7522.56 AND 21224
WHEREAS, in compliance with Government (Gov.) Code section 7522.56 of the Public Employees’ Retirement Law, the City Council for the City of Livermore must provide CalPERS this certification resolution when hiring a retiree before 180 days has passed since their retirement date; and
WHEREAS, Michael Pato retired from the City of Livermore in the position of Senior Management Analyst, effective December 27, 2024; and WHEREAS, Gov. Code section 7522.56 requires that post-retirement employment commence no earlier than 180 days after the retirement date, which is June 27, 2025 without this certification resolution; and WHEREAS, Gov. Code section 7522.56 provides that this exception to the 180- day wait period shall not apply if the retiree accepts any retirement-related incentive; and
WHEREAS, the City Council, the City of Livermore, and Michael Pato certify that Michale Pato has not and will not receive a Golden Handshake or any other retirement- related incentive; and
WHEREAS, the City Council for the City of Livermore hereby appoints Michael Pato as an extra help retired annuitant to perform the duties of a Special Projects Coordinator for the City of Livermore under Gov. Code section 21224 effective February 24, 2025; and
WHEREAS, the entire employment agreement, contract or appointment document between Michael Pato and the City of Livermore has been reviewed by this body and is attached herein; and
WHEREAS, no matters, issues, terms or conditions related to this employment and appointment have been or will be placed on a consent calendar; and WHEREAS, the employment shall be limited to 960 hours per fiscal year for all CalPERS employers; and
WHEREAS, the compensation paid to retirees cannot be less than the minimum nor exceed the maximum monthly base salary paid to other employees performing comparable duties, divided by 173.333 to equal the hourly rate; and 468
2 RESOLUTION NO. ________
WHEREAS, the maximum base salary for this position is $13,030.51 and the hourly equivalent is $75.17, and the minimum base salary for this position is $10,424.41 and the hourly equivalent is $60.14; and
WHEREAS, the hourly rate paid to Michael Pato will be $73.77; and WHEREAS, Michael Pato has not and will not receive any other benefit, incentive, compensation in lieu of benefit or other form of compensation in addition to this hourly pay rate; and
THEREFORE, BE IT RESOLVED THAT the City Council of the City of Livermore hereby certifies the nature of the appointment of Michael Pato as described herein and detailed in the attached appointment document and that this appointment is necessary to fill the critically needed position of Special Projects Coordinator for the City of Livermore by February 24, 2025 because due to current staffing and employee workloads in the Innovation and Economic Development Department, additional support is needed to move critical and time sensitive projects forward. Michael Pato has the experience, familiarity, and the skill to work on these complex projects.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on February 10, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Jason R. Alcala_________________ Deborah L. Elam Jason R. Alcala
City Clerk City Attorney
Exhibit A – Conditional Offer Letter (personal information redacted for publication) 469
[Date to be inserted after the resolution approving the certification is adopted] M
ichael Pato
XXXX [Home address redacted from publication]
XXXX
Dea
r Michael Pato:

W
e are pleased to inform you that the City of Livermore is extending an offer of employment to you as a temporary employee in the Innovation and Economic Development Department. Your job title will be Special Projects Coordinator. Your first day of employment will be [date to be inserted]. Continued temporary employment is contingent upon the successful completion of the City’s backgrounding process, which includes Livescan fingerprinting and a DMV report. A Human Resources representative will contact you to provide information on scheduling your Livescan fingerprinting appointment.

In accepting this temporary position, you will be paid at the rate of $73.77 per hour and will be subject to changes in your work shift, schedule, or location as the need of the City may require. Your temporary employment is for up to 29 hours per week not to exceed 960 hours in a fiscal year.

Temporary employees are not eligible for benefits and are at-will employees. As per the City of Livermore Personnel Rules & Regulations, at-will employees are defined as an employee who does not have a legal right to continued employment with the City and who therefore may be disciplined or discharged with or without cause and without the right of appeal. All City of Livermore regular job openings are posted on our website: https://www.governmentjobs.com/careers/livermoreca. Interested candidates are encouraged to review the site regularly as new jobs are frequently posted.

Please confirm your acceptance of our job offer by signing this letter and bringing it to the Human Resources Division on your first day of work.

The Federal Immigration Act requires that you provide us with proof of citizenship or authorization to work in the United States. You are required to provide us with this proof within three days of your hire date. Enclosed is a list of acceptable documents for proof of identity and legal ability to work in the United States. You will need to bring these document(s) to Human Resources on the day you begin your employment with the City, and no later than 72 hours after reporting to work at your jobsite.

EXHIBIT A
470
P
age 2 of 2
We welcome you back and wish you every success in your employment with the City of
Livermore.

P
lease contact us if you have any additional questions at (925) 960-4100.

S
incerely,
T
ina Olson
Administrative Services Director
___
_______________________ _______________________
Employee’s Signature Date
Enclosures

1. I-9 Lists of Acceptable Documents

2. Special Projects Coordinator Job Specification

3. Unclassified and Hourly Salary Schedule

EXHIBIT A
471

LISTS OF ACCEPTABLE DOCUMENTS
All documents containing an expiration date must be unexpired. * Documents extended by the issuing authority are considered unexpired.

Employees may present one selection from List A or a
combination of one selection from List B and one selection from List C.

Examples of many of these documents appear in the Handbook for Employers (M-274).

LIST A
Documents that Establish Both Identity
and Employment Authorization OR
LIST B
Documents that Establish Identity
LIST C
Documents that Establish Employment
Authorization AND

1. U.S. Passport or U.S. Passport Card 1. Driver's license or ID card issued by a State or outlying possession of the United States
provided it contains a photograph or
information such as name, date of birth,
gender, height, eye color, and address

1. A Social Security Account Number card,
unless the card includes one of the following
restrictions:
(1) NOT VALID FOR EMPLOYMENT
(2) VALID FOR WORK ONLY WITH

INS AUTHORIZATION
(3) VALID FOR WORK ONLY WITH

DHS AUTHORIZATION

2. Permanent Resident Card or Alien
Registration Receipt Card (Form I-551)

3. Foreign passport that contains a
temporary I-551 stamp or temporary
I-551 printed notation on a machine-
readable immigrant visa

2. ID card issued by federal, state or local
government agencies or entities, provided it
contains a photograph or information such as
name, date of birth, gender, height, eye color,
and address4. Employment Authorization Document
that contains a photograph (Form I-766) 2. Certification of report of birth issued by the Department of State (Forms DS-1350,
FS-545, FS-240)

3. School ID card with a photograph

5. For an individual temporarily authorized
to work for a specific employer because
of his or her status or parole:
a. Foreign passport; and
b. Form I-94 or Form I-94A that has
the following:
(1) The same name as the
passport; and
(2) An endorsement of the
individual's status or parole as
long as that period of
endorsement has not yet
expired and the proposed
employment is not in conflict
with any restrictions or
limitations identified on the form.

4. Voter's registration card 3. Original or certified copy of birth certificate issued by a State, county, municipal
authority, or territory of the United States
bearing an official seal

5. U.S. Military card or draft record

6. Military dependent's ID card

4. Native American tribal document7. U.S. Coast Guard Merchant Mariner Card

5. U.S. Citizen ID Card (Form I-197)8. Native American tribal document

6. Identification Card for Use of Resident
Citizen in the United States (Form I-179)9. Driver's license issued by a Canadian government authority

7. Employment authorization document
issued by the Department of Homeland
Security
For examples, see Section 7 and
Section 13 of the M-274 on
uscis.gov/i-9-central.

The Form I-766, Employment
Authorization Document, is a List A, Item
Number 4. document, not a List C
document.

For persons under age 18 who are
unable to present a document
listed above:

10. School record or report card

6. Passport from the Federated States of
Micronesia (FSM) or the Republic of the
Marshall Islands (RMI) with Form I-94 or
Form I-94A indicating nonimmigrant
admission under the Compact of Free
Association Between the United States
and the FSM or RMI

11. Clinic, doctor, or hospital record

12. Day-care or nursery school record
Acceptable Receipts
May be presented in lieu of a document listed above for a temporary period.

For receipt validity dates, see the M-274.
● Receipt for a replacement of a lost,
stolen, or damaged List A document.
● Form I-94 issued to a lawful
permanent resident that contains an
I-551 stamp and a photograph of the
individual.
● Form I-94 with “RE” notation or
refugee stamp issued to a refugee.

OR Receipt for a replacement of a lost, stolen, or
damaged List B document.

Receipt for a replacement of a lost, stolen, or
damaged List C document.
*Refer to the Employment Authorization Extensions page on I-9 Central for more information.

Form I-9 Edition 08/01/23 Page 2 of 4

EXHIBIT A
EXHIBIT A472

SPECIAL PROJECTS COORDINATOR
DEFIN
ITION
This is
a temporary classification used for temporary employees who are hired to perform project/program support functions requiring specialized knowledge, skills, and abilities. This classification may not be used for ongoing or repetitive use. Duties will vary widely based on the needs of the department, division, or section.

DISTI

NGUISHING CHARACTERISTICS
This is
a temporary, part-time, at-will position working less than 1,000 hours per fiscal year.

Temporary employment does not include benefits.

SUPER

VISION AND TRAINING RECEIVED
Receiv
es direct supervision and direction from assigned supervisory or management staff.

SUPERVISION EXERCISED
None.

EXAMP

LES OF IMPORTANT AND ESSENTIAL FUNCTIONS
The following list is designed to be a sample of the required essential functions:
• Complet
es special projects requiring specialized skills and knowledge. • Prepares reports, memos, and records.
• Gathers records, and/or analyzes data.
• May make oral presentations.
• Interfaces orally and in writing with members of the public, and City employees. • Provides information and assistance to the public.
• Maintains files and records.
• Operates program related equipment.
• Operates general office equipment including word processing, spreadsheet, data base, and other computer applications.
• Performs related work as required.

OTHER

Effec
tively applies the required knowledge and skills in the daily performance of assigned duties including but not limited to; reads, comprehends, and interprets a variety of City written materials including policies, codes, ordinances, and regulations. Must successfully complete a full background investigation as a condition of employment. May require possession of a valid California Class C Driver’s License and a satisfactory driving record as determined by the City.

EXHIBIT A

EXHIBIT A
473

CITYOF LIVERMORE

UNCLASSIFIEDANDHOURLYSALARYSCHEDULE
Class
Code Classification Hourly Salary Range Effective Date
8200 Department Assistant $ 16.50 - $30.00 12/ 30/24
8205 Field/Maintenance Aide $ 16.50 - $30.00 12/ 30/24
8210 Law Clerk $ 16.50 - $26.00 12/ 30/24
8230 Temporary Librarian $ 22.00 - $32.00 01/ 01/24
8235 Temporary Library Assistant $ 20.00 - $30.00 01/ 01/24 8240 Temporary Library Clerk $ 18.00 - $28.00 01/ 01/24 8215 Library Aide $ 16.50 - $20.00 12/ 30/24
8220 Police Cadet $ 16.50 - $26.00 12/ 30/24
8225 Special Projects Coordinator $ 20.00 - $100.00 12/20/21

EXHIBIT A
Docusign Envelope ID: FC0FB200- C37D- 401D- 9EB3- F4EFFCFB06A2

EXHIBIT A
474

CITY COUNCIL STAFF REPORT
ITEM NO. 10.1

6.1 Resolution authorizing the City Manager to execute a Renewable Energy & Storage Power Purchase Agreement with Ava Community Energy and determining that the agreement is in the City’s best interest.

Material: PowerPoint Presentation

7.1 Resolution adopting 180-day wait period exception to hire retired annuitant, Michael Pato, former Senior Management Analyst, in accordance with Government Code section 7522.56 of the Public Employees' Retirement Law.

Material: PowerPoint Presentation

8.0 Council Committee Reports and Matters Initiated by City Manager, City Attorney, Staff, and Council Members.

Material: Council Reports

DATE:

February 10, 2025
TO:

Honorable Mayor and City Council
FROM:

Marianna Marysheva, City Manager
SUBJECT:

Supplemental materials received prior to the meeting.

RECOMMENDED ACTION

SUMMARY
These materials were posted online and made available to the public at the same time that they were distributed to the City Council.

DISCUSSION

ATTACHMENTS

1. Supplemental Materials

475
Prepared by: Helena Graves
Deputy City Clerk

Approved by:
____________________________________
Marianna Marysheva
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
476
1 v
Renewable Energy & Storage Power
Purchase Agreement
February 10, 2025
Tricia Pontau, Sustainability Program Manger
Project Scope
• 25-year Power Purchase Agreement
with Ava Community Energy
• Solar and battery storage at five City
facilities
• City Hall, Civic Center Meeting Hall,
Maintenance Service Center, Police
Department, and Water Reclamation
Plant
• Benefits:
• Provides backup power during outages
• Reduces time-of-use (TOU) energy
costs
• Lowers reliance on diesel generators
• Provides solar on covered carports
• Approx. 36 spaces at City Hall, 20 spaces
at Police, and 4 at Civic Center Meeting
Hall
1 2
Item 6.1
PowerPoint Presentation
477
2 Financial Terms
• No upfront capital costs for the City.
• Green Bridge (project owner) and Gridscape
(developer) will finance, install, own, operate, and
maintain the systems.
• City will make monthly payments to Ava for energy
generated and storage capacity.
• Project savings of $2.1M over the 25 years.
• Grandfathered under NEM 2.0 if installed by April 2026, ensuring higher compensation for excess solar energy.

Recommendation
Staff recommends the City Council adopt two resolutions:

1. Determining the project is exempt from the California Environmental Quality Act (CEQA) because it is consistent with California Public Resources Code section 21080.35, which provides that solar energy systems installed on the roof of an existing building or on an existing parking lot, meeting certain characteristics, are exempt from CEQA.
3 4
Item 6.1
PowerPoint Presentation
478
3 Recommendation (cont.)

2. Authorizing the City Manager to execute a Renewable Energy & Storage Power Purchase Agreement between the City and Ava Community Energy in substantially the same form as the draft agreement, subject to the City Attorney's approvals as to form, pursuant to the California Government Code (sections 4217.10 through 4217.18), and determining pursuant to California Government Code section 4217.12 that the agreement is in the City’s best interest because the anticipated energy costs will be less than the marginal cost the City would otherwise pay for the consumed energy, which savings will also offset any potential revenue from Ava to place its equipment on City facilities.
5 Item 6.1
PowerPoint Presentation
479
Item 7.1
PowerPoint Presentation
480
Council Member
Date of
Meeting or
Event Committee or Organization
Meeting or Event Type (ex. board
meeting or ribbon cutting) Summary of Meeting or Event
Mayor Marchand 1/28/2025 Livermore Valley Chamber of Commerce Board meeting Provided City report, approved financials.

Mayor Marchand 1/29/2025 City of Livermore Graduation
Recognized the first graduates of the Library's
online High School Graduation event.

Mayor Marchand 1/30/2025 City of Livermore TV 30 Mayor's Report Provided City update.

Mayor Marchand 1/30/2025 Livermore Valley Chamber of Commerce Ribbon cutting Welcomed a new business, Junbi Matcha and Tea.

Mayor Marchand 2/1/2025 City of Livermore Welcome, community event Welcoming event for the Islamic Center of
Livermore.

Mayor Marchand 2/5/2025 Livermore Valley Chamber of Commerce Business Alliance Provided City Report and heard a presentation on
local real estate trends.

Mayor Marchand 2/7/2025 San Joaquin Regional Rail Commission Commission meeting Fair revenue and ridership are up. reviewed
wayfinding manual, and received update on the
Stockton Diamond project.

Mayor Marchand 2/8/2025 City of Livermore Eagle Scout Court of Honor (COH) Attended the COH for Jack Orthmann and
presented a Certificate of Recognition.

Mayor Marchand 2/10/2025 City of Livermore Abilities Awareness Week Participated in the reading program.

Mayor Marchand 2/10/2025
Alameda County Transportation Commission
(ACTC)
Planning, Policy and Legislation
subcommittee
Heard a review and comments on the Congestion
Management Plan and the legislative update.

Item 8.0
Council Reports
481
Council Member
Date of
Meeting or
Event Committee or Organization
Meeting or Event Type (ex. board
meeting or ribbon cutting) Summary of Meeting or Event
Council Member Dunbar 2/9/2025
Dinner / Meeting with Monya Lane and UC
Merced Dean of Engineering
Merced and City of Merced partnership
successes, etc.

Council Member Dunbar 1/29/2025
East Bay Leadership Council Speaker Series -
Judy Woodruff
East Bay Leadership Council Speaker
Series - Speaker Judy Woodruff
Council Member Dunbar 1/27/2025
Alameda County Agricultural Advisory Trails
Subcommittee Meeting
Discussed trail priorities, LARPD/EBRPD funding
streams, welcomed James Boswell from LARPD.

Item 8.0
Council Reports
482
Council Member
Date of
Meeting or
Event Committee or Organization
Meeting or Event Type (ex. board
meeting or ribbon cutting) Summary of Meeting or Event
Council Member Wang 1/28/2025
Livermore Amador Valley Transit Authority (LAVTA)
Finance & Admin Committee Committee meeting
Treasurer's report, 2025 legislative program,
discussion of existing fare and fare policies.

Council Member Wang 1/29/2025 Livermore Public Library
First graduation for Career Online High
School program Congratulations to Rui Liao and Qing Bai!.

Council Member Wang 1/30/2025 Joe Michell TK-8 School Multicultural Festival Festival by students and parents with food,
displays, activities, and performances.

Council Member Wang 2/2/2025 Livermore Valley Arts
Lunar New Year celebration at Bankhead
Plaza Food, booths, performances.

Council Member Wang 2/3/2025 Livermore Amador Valley Transit Authority (LAVTA) Board meeting Resolution of appreciation and bus stop
naming for Karla Brown, 2025 legislative
Council Member Wang 2/5/2025 Tri-Valley Nonprofit Alliance (TVNPA) "Know Your Rights" online webinar Presentation by Pleasanton immigration
attorney Spojmie Nasiri on our rights in
potential encounters with immigration
Council Member Wang 2/6/2025 City of Livermore Maintenance Service Center Tour by Acting Public Works Director
Judy Erlandson and Maintenance & Golf
Operations Manager Joe Prime
See how we make the 12,000 signs all over
our city, manage the landscaping around
town, maintain the traffic lights, and service
our 27 buildings and 390 "rolling assets,"
including fire trucks and police vehicles.

Council Member Wang 2/8/2025
Las Positas College, Lawrence Livermore National Lab,
local school districts, including LVJUSD Science on Saturday The engineering of adaptive optics.

Item 8.0
Council Reports
483

CITY COUNCIL STAFF REPORT
ITEM NO. 10.2

DATE:

February 10, 2025
TO:

Honorable Mayor and City Council
FROM:

Marianna Marysheva, City Manager
SUBJECT:

Supplemental materials received at the meeting.

RECOMMENDED ACTION

SUMMARY

DISCUSSION

ATTACHMENTS

1. Item Received at the Meeting

Prepared by: Helena Graves
Deputy City Clerk

Livermore City CouncilFebruary 10, 2025

Livermore City Council
February 10, 2025