Agenda — Lodi City Council, February 15, 2023 (part 1 of 2)

Revised 10/2021 2/9/2023 9:37 AM

For information regarding this Agenda please contact:

Olivia Nashed
City Clerk
Telephone: (209) 333-6702

A. Call to Order / Roll Call
B. Presentations
B-1 American Heart Month Proclamation (CLK)
C. Consent Calendar (Reading; Comments by the Public; Council Action) All matters listed on the consent calendar are considered to be routine and will be acted upon by one motion.

There will be no separate discussion of these items. If a member of the public would like a consent calendar item pulled and discussed separately, refer to the Notice at the beginning of this agenda.

C-1 Receive Register of Claims for January 13, 2023 through January 26, 2023 in the Total Amount of $3,242,200.01 (FIN)

C-2 Approve Minutes (CLK)
a) January 4, 2023 (Special Meeting)
b) January 4, 2023 (Amended) and January 18, 2023 (Regular Meetings) c) January 17, January 24, and January 31, 2023 (Shirtsleeve Sessions)

C-3 Approve Plans and Specifications and Authorize Advertisement for Bids for Tony Zupo Field Grandstand Seating and Press Box Replacement Improvements Project (PW)

Res. C-4 Adopt Resolution Awarding Contract for Hale Park Parking Lot Reconstruction to Tosted Asphalt, Inc., of Fresno ($81,520) and Authorizing City Manager to Execute Change Orders ($30,000) (PW)

LODI CITY COUNCIL
Carnegie Forum
305 West Pine Street, Lodi

Notice Regarding Public Comments
Public Comment may be submitted in the following ways:
• In-person – The Carnegie Forum is open to the public in accordance with CDPH and CalOSHA guidelines.
• Zoom Webinar
 Meeting ID: 820 6377 0661
 Passcode: 356498
 Phone number: 1 253 215 8782 or 1 346 248 7799
 Link: https://us06web.zoom.us/j/82063770661?pwd=N2xpOXE2bmVJUjg5ODFzRkVHUlJ5Zz09 Public comment received via email, mail, or hand delivery will be provided to the City Council and included in the official minutes of the meeting, but will not be read aloud at the meeting. • Email – [email protected]
 Received no later than two hours prior to the meeting • Mail – City Clerk’s Office, P.O. Box 3006, Lodi, CA 95241 • Hand delivered to: City Clerk’s Office, 221 W. Pine Street, Lodi, CA 95240  Received no later than two hours prior to the meeting 6:55 p.m. Invocation/Call to Civic Responsibility . Invocations/Calls may be offered by any of the various religious and non- religious organizations within and around the City of Lodi. These are voluntary offerings of private citizens, to and for the benefit of the Council. The views or beliefs expressed by the Speaker have not been previously reviewed or approved by the Council, and the Council does not endorse the beliefs or views of any speaker.

AGENDA – Regular Meeting
Date: February 15, 2023
Time: 7:00 p.m.

CITY COUNCIL AGENDA
FEBRUARY 15, 2023

PAGE TWO

Res. C-5 Adopt Resolution Accepting Lodi High School New North Campus Public Improvements (PW)

Res. C-6 Adopt Resolution Authorizing City Manager to Execute Three-Year Professional Services Agreement with Area Wide Exterminators, Inc., of Stockton, for Rodent Control Services at White Slough Water Pollution Control Facility ($356,004) (PW)

Res. C-7 Adopt Resolution Authorizing City Manager to Execute Amendment No. 1 to Professional Services Agreement with Durst Office Designs, Inc., of Stockton, for Citywide Purchase and Installation of Office Systems Furniture ($30,000) (PW)

Res. C-8 Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Professional Services Agreement with Quest Media and Supplies, Inc., for Installation, Replacement and Network Monitoring of Video Surveillance Infrastructure at City’s Municipal Services Center ($122,400) (ISD)

Res. C-9 Adopt Resolution Authorizing City Manager to Execute Amendment No 3 to Professional Services Agreement with Civic Plus, of Manhattan, Kansas, for Additional SMS Subscriptions and Staff Training ($5,000) (ISD)

Res. C-10 Adopt Resolution Authorizing City Manager to Execute Amendment No. 7 to Professional Services Agreement with Lyons Security Service, Inc., of Orange, for Security Services at City Hall Complex, Hutchins Street Square, Lodi Public Library, and Lodi Transit Station and Parking Garage Adding Additional Services ($35,000) (ISD)

Res. C-11 Adopt Resolution Authorizing City Manager to Execute Third Phase Agreement with Northern California Power Agency for Purchase Agreements with Geysers Power Company, LLC (EU)

Res. C-12 Adopt Resolution Authorizing City Manager to Execute Amended Agreement for Property Tax Allocation Upon Annexation with County of San Joaquin (ISD)

Res. C-13 Adopt Resolution Authorizing City Manager to Execute Three-Year Professional Services Agreement with Two Optional One-Year Extensions with Lance, Soll & Lunghard, LLP, of Sacramento, for Professional Auditing Services ($438,418) (ISD)

Res. C-14 Adopt Resolution Amending Traffic Resolution No. 97-148 by Approving Multi-Way Stop Control at Crescent Avenue and Pine Street, at Elm Street and California Street, and at School Street and Locust Street (PW)

Res. C-15 Adopt Resolution to Overfill Full-Time Property and Evidence Clerk Position and Appropriate Funds ($35,080) (PD)

C-16 Accept Monthly Protocol Account Report (CLK)

C-17 Direct Staff to Continue Monitoring Intersection of Stockton Street and Poplar Street Until Condit ions Warrant Consideration for Three-Way Stop Controls (PW)

C-18 Set Public Hearing for March 15, 2023 to Consider Adopting Resolution Setting Future Solid Waste Rates Pursuant to Proposition 218 for Residential Customers (PW)

D. Comments by the Public on Non-Agenda Items

THE TIME ALLOWED PER NON -AGENDA ITEM FOR COMMENTS MADE BY THE PUBLIC IS LIMITED TO FIVE MINUTES.

Public comment may only be made on matters within the Lodi City Council's jurisdiction (Government Code Section 54954.3, Lodi City Council Protocol Manual Sec tion 6.3l). The Council cannot take action or deliberate on items that are not on this agenda unless there is an emergency and the need t o take action on that emergency arose after this agenda was posted (Government Code Section 54954.2(b)(2)). All other items may only be referred for review to staff or placement on a future Council agenda.

If you wish to address the Council, please refer to the Notice at the beginning of this agenda. Individuals are limited to one appearance during this section of the Agenda.

CITY COUNCIL AGENDA
FEBRUARY 15, 2023

PAGE THREE

E. Comments by the City Council Members on Non-Agenda Items

F. Comments by the City Manager on Non-Agenda Items

G. Public Hearings

Res. G-1 Public Hearing to Receive Annual Report of Available Growth Allocations and Consider Adopting Resolution Revising Growth Management Program Procedures to Allow Issuing Growth Allocations for Projects on Land Not Yet Annexed (CD)

Res. G-2 Public Hearing to Consider Adopting Resolution Setting Pre-Approved Engineering News Record Adjustment Index for Usage-Based and Flat Water Rates for Residential, Commercial, and Industrial Customers (PW)

H. Regular Calendar

H-1 Provide Direction to Staff on Continuance of Informal Informational Meetings (aka Shirtsleeve Meetings) (CM)

I. Ordinances – None

J. Adjournment

Pursuant to Section 54954.2(a) of the Government Code of the State of California, this agenda was posted at least 72 hours in advance of the scheduled meeting at a public place freely accessible to the public 24 hours a day.

______________________________
Olivia Nashed
City Clerk

All staff reports or other written documentation relating to each item of business referred to on the agenda are on file in the Office of the City Clerk, located at 221 W. Pine Street, Lodi, and are available for public inspection. Agendas and staff reports are also posted on the City’s website at www.lodi.gov . If requested, the agenda shall be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and the federal rules and regulations adopted in implementation thereof. To make a request for disability-related modification or accommodation contact the City Clerk’s Office as soon as possible and at least 72 hours prior to the meeting date. Language interpreter requests must be rec eived at least 72 hours in advance of the meeting to help ensure availability. Contact Olivia Nashed at (209) 333- 6702. Solicitudes de interpretación de idiomas deben ser recibidas por lo menos con 72 horas de anticipación a la reunión para ayudar a asegurar la disponibilidad. Llame a Olivia Nashed (209) 333-6702.

Meetings of the Lodi City Council are telecast on SJTV, Channel 26. The City of Lodi provides live and archived webcasts of regular City Council meetings. The webcasts can be found on the City's website at www.lodi.gov by clicking the meeting webcasts link.

Members of the public may view and listen to the open session of this teleconference meeting at www.facebook.com/CityofLodi/ or https://us06web.zoom.us/j/82522868353?pwd=cFh1S2VWUmZHR0pCbmZyTitHZ05kQT09.

AGENDA ITEM B-01

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: American Heart Month Proclamation
M
EETING DATE: February 15, 2023
P
REPARED BY: City Clerk
RE
COMMENDED ACTION: Mayor Hothi will present a proclamation proclaiming February 2023 as American Heart Month in the City of Lodi.

B
ACKGROUND INFORMATION: American Heart Month was established in February 1964 to bring about awareness and prevention of heart disease and to promote heart-healthy living.

B
rooke McCollough, President of Adventist Health Lodi Memorial Hospital, and Wayne Craig, President of Lodi Memorial Hospital Foundation, will be present to receive the proclamation.

FISCAL IMPACT: Not applicable.

FUNDING AVAILABLE: Not applicable.
_______________________________

Olivia Nashed
City Clerk

AGENDA ITEM C-01

COUNCIL COMMUNICATION

APPROVED: ________________________________
Stephen Schwabauer, City Manager

AGENDA TITLE: Receive Register of Claims for January 13, 2023 through January 26, 2023 in the Total Amount of $3,242,200.01

MEETING DATE: February 15, 2023

PREPARED BY: Internal Services Director

RECOMMENDED ACTION: Receive the attached Register of Claims for $3,242,200.01.

BACKGROUND INFORMATION: Attached is the Register of Claims in the amount of $3,242,200.01 for January 13, 2023 through January 26, 2023. Also attached is Payroll in the amount of $2,284,922.51 through January 22, 2023.

FISCAL IMPACT: Not applicable.

FUNDING AVAILABLE: As per attached report.

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

Fund Fund Title Amount
100 General Fund $1,832,844.29
120 Library Fund $26,405.44
140 Expendable Trust $7,695.75
200 Parks Rec & Cultural Services $12,454.13
270 Comm Dev Special Rev Fund $2,646.17
301 Gas Tax-2105 2106 2107 $42,855.25
305 TDA - Streets $894.43
309 State Bike Lane Fund $28,977.26
355 GRANTS COMM. IMPR $71,889.80
410 Library Capital Account $657.50
431 Capital Outlay/General Fund $121,711.38
432 Parks & Rec Capital $604.20
500 Electric Utility Fund $439,100.79
501 Utility Outlay Reserve Fund $32,640.37
504 Public Benefits Fund $11,256.71
530 Waste Water Utility Fund $109,502.35
531 Waste Wtr Util-Capital Outlay $2,552.51
560 Water Utility Fund $45,141.40
561 Water Utility-Capital Outlay $308,908.51
565 PCE/TCE Rate Abatement Fund $3,200.00
590 Central Plume $7,350.00
591 Southern Plume $37,800.40
600 Dial-a-Ride/Transportation $23,316.79
605 Prop.1B State of Good Repair $55.21
650 Internal Service/Equip Maint $49,303.07
655 Employee Benefits $19,782.44
801 L&L Dist Z1-Almond Estates $2,653.86
Total $3,242,200.01
AP Council Report Summary
1/13/2023-1/26/2023
City of Lodi Live v2021.6 1/30/2023 9:10:12 AM
Fund Description Amount
$936,137.85
$220,339.63
$23,972.82
$119,851.99
$1,659.35
$52,275.57
$51,036.94
$420,377.70
$196,525.77
$198,732.96
$33,121.05
$9,565.49
$21,325.39
Report Total $2,284,922.51
Council Report: Payroll
Pay Period: 1/22/2023
100 General Fund
103 Measure L
120 Library Fund
200 Parks Rec & Cultural Services
219 LPD-ABC Grant
270 Comm Dev Special Rev Fund
301 Gas Tax-2105 2106 2107
500 Electric Utility Fund
600 Dial-a-Ride/Transportation
650 Internal Service/Equip Maint
501 Utility Outlay Reserve Fund
530 Waste Water Utility Fund
560 Water Utility Fund
City of Lodi Live v2021.6 1/30/2023 9:13:09 AM
AGENDA ITEM C-02

COUNCIL COMMUNICATION
APPRO
VED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Approve Minutes
a) January 4, 2023 (Special Meeting)
b) January 4, 2023 (Regular Meeting – Amended)
c) January 17, 2023 (Shirtsleeve Session)
d) January 18, 2023 (Regular Meeting)
e) January 24, 2023 (Shirtsleeve Session)
f) January 31, 2023 (Shirtsleeve Session)
MEET
ING DATE: February 15, 2023
PRE
PARED BY: City Clerk
RECO
MMENDED ACTION: Approve the following minutes as prepared:
a) January 4, 2023 (Special Meeting)
b) January 4, 2023 (Regular Meeting – Amended)
c) January 17, 2023 (Shirtsleeve Session)
d) January 18, 2023 (Regular Meeting)
e) January 24, 2023 (Shirtsleeve Session)
f) January 31, 2023 (Shirtsleeve Session)
BA
CKGROUND INFORMATION: Attached is a copy of the subject minutes marked Exhibit A through F, respectively.

At the City Council meeting of February 1, 2023, the City Council approved the meeting minutes for January 4, 2023 meeting. However, there was an error in the motion and vote for item H-1. The Mayor and Council Members motioned to appoint Mayor Hothi as delegate and Mayor Pro Tempore as alternate on the League of California Cities Central Valley Division executive Committee, not as a voting delegate. The City Clerk’s Office requests the City Council approve the amended minutes to reflect the correct motion and vote taken by the City Council on January 4, 2023.

FISCAL IMPACT: Not applicable.

FUNDING AVAILABLE: Not applicable.
_______________________________
O
livia Nashed
City Clerk
Attachments

LODI CITY COUNCIL

SPECIAL CITY COUNCIL MEETING
CARNEGIE FORUM, 305 WEST PINE STREET
WEDNESDAY, JANUARY 4, 2023
A. Call to Order / Roll Call
The Special City Council meeting of January 4, 2023, was called to order by Mayor Hothi at 7:02 p.m.

Present: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi

Absent: None
Also Present: Deputy City Manager Keys, City Attorney Magdich, and City Clerk Nashed B. Regular Calendar B-1 Adopt Resolution Ratifying City Manager’s Proclamation Finding Existence of a Local Emergency (Extreme Weather) and Rendering Certain Emergency Orders, Including an Increase in City Manager’s Contracting Authority for Services and Goods Related to Extreme Weather to a Maximum Amount of $500,000 for Duration of Local Emergency, and Suspending Purchasing System Set Forth in Lodi Municipal Code Chapter 3.20 for Duration of Local Emergency as to Purchase of Goods and Services Related to the Emergency (CM/CA)
Deputy City Manager Andrew Keys provided a report regarding the proclamation finding the existence of a local emergency (extreme weather). Specific topics of discussion included the date of the first storm, the declaration of operation of the Lodi EOC to begin emergency operations related to the storm, surrounding jurisdictions and the State of California declaring a state of emergency, damages to city property due to weather, and damage estimates.

Council Member Khan thanked first responders and City management for their work in response to the storms.

Council Member Nakanishi provided an update regarding residents' concerns regarding the flooding due to the storms. He thanked the Police Department, Fire Department, and Public Safety.

Council discussion ensued with Public Works Director Charlie Swimley, City Attorney Magdich, and Deputy City Manager Keys regarding pumps issues and status, coordination with Lodi Unified School District on flooding of Lodi schools, possible assistance from other states, drafting reports detailing emergency management planning process as part of after action to the storms, information regarding sandbags provided by the City, possible state and federal resources for assistance, and the length of time which the ratification of the Declaration of Emergency extends.

Council Member Khan made a motion, second by Mayor Pro Tempore Craig, to adopt Resolution No. 2023-01 ratifying the City Manager's proclamation finding the existence of a local emergency (extreme weather) and rendering certain emergency orders, including an increase in the City Manager's contracting authority for services and goods related to extreme weather to a maximum amount of $500,000 for the duration of the local emergency, and suspending purchasing system set forth in Lodi Municipal Code Chapter 3.20 for the duration of the local emergency as to purchase of goods and services related to the emergency.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi
Noes: None

Absent: None
C. Adjournment
There being no further business to come before the City Council, the meeting was adjourned at 7:24 p.m.

ATTEST:

Olivia Nashed
City Clerk
Exhibit A

LODI CITY COUNCIL

REGULAR CITY COUNCIL MEETING
CARNEGIE FORUM, 305 WEST PINE STREET
WEDNESDAY, JANUARY 4, 2023
C-1 Call to Order / Roll Call
The City Council Closed Session meeting of January 4, 2023, was called to order by Mayor Hothi at 6:33 p.m.

Present: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi

Absent: None
Also Present: Deputy City Manager Keys, City Attorney Magdich, and City Clerk Nashed C-2 Announcement of Closed Session
a) Conference with Adele Post, Human Resources Manager, and Andrew Keys, Deputy City Manager (Labor Negotiators), Regarding Lodi Fire Mid-Management Pursuant to Government Code §54957.6 (CM) C-3 Adjourn to Closed Session
At 6;34 p.m., Mayor Hothi adjourned the meeting to a Closed Session to discuss the above matters. The Closed Session adjourned at 6:57 p.m.

C-4 Return to Open Session / Disclosure of Action
At 7:00 p.m., Mayor Hothi reconvened the City Council meeting, and City Attorney Magdich disclosed the following actions.

Item C-2a) was discussion and direction given, with no further reportable action.

Mayor Hothi adjourned to the Special City Council Meeting at 7:02 p.m.

Mayor Hothi adjourned from the Special City Council Meeting at 7:24 p.m.

A. Call to Order / Roll Call
The Regular City Council meeting of January 4, 2023, was called to order by Mayor Hothi at 7:24 p.m.

Present: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi

Absent: None
Also Present: Deputy City Manager Keys, City Attorney Magdich, and City Clerk Nashed B. Presentations – None
C. Consent Calendar (Reading; Comments by the Public; Council Action) All matters listed on the consent calendar are considered to be routine and will be acted upon by one motion. There will be no separate discussion of these items. If a member of the public would like a consent calendar item pulled and discussed separately, refer to the Notice at the beginning of this agenda.

Council Member Nakanishi made a motion, second by Council Member Khan, to approve the following items hereinafter set forth, except those otherwise noted, in accordance with the report and recommendation of the City Manager.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi
Noes: None

Absent: None
C-1 Receive Register of Claims for December 2, 2022 through December 15, 2022 in the Total Amount of $4,306,392.06 (FIN)
AMENDED Exhibit B
Claims were approved in the amount of $4,306,392.06.

C-2 Approve Minutes (CLK)
The minutes of December 20, 2023 (Shirtsleeve Session) and December 27, 2023 (Shirtsleeve Session) were approved as written.

C-3 Adopt Resolution Authorizing City Manager to Award Purchase Order to California State University, Sacramento for Nine Fire Personnel to Attend Paramedic School ($135,000) and Request Unused Funds Roll to Future Budget Years (FD)
Adopted Resolution No. 2023-02 authorizing the City Manager to award a purchase order to California State University, Sacramento for nine Fire personnel to attend paramedic school, in the amount of $135,000, and request unused funds roll to future budget years.

C-4
Adopt Resolution Authorizing City Manager to Waive Bid Process and Approve Purchase of 2023 Ford F350 4x2 Utility Service Truck from Downtown Ford, of Sacramento ($79,987) (PW) Adopted Resolution No. 2023-03 authorizing the City Manager to waive the bid process and approve the purchase of a 2023 Ford F350 4x2 utility service truck from Downtown Ford, of Sacramento, in the amount of $79,987.

C-5
Approve Specifications and Authorize Advertisement for Bids for On-Call Well and Pump Repair Project (PW)
Approved the specifications and authorized advertisement for bids for the On-Call Well and Pump Repair Project.

C-6 Accept Improvements Under Contract for 2020 Well Rehabilitation Project (PW) Accepted the improvements under the contract for 2020 Well Rehabilitation Project.

C-7 Accept Improvements Under Contract for 2022 Downtown Concrete Cleaning (PW) Accepted the improvements under the contract for 2022 Downtown Concrete Cleaning.

C-8 Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement with Houston Fire Systems, of Lodi, for Hutchins Street Square Fire Panel System Upgrade ($241,320), Authorizing City Manager to Execute Amendments to Agreement, and Appropriate Funds ($300,000) (PW) Adopted Resolution No. 2023-04 authorizing the City Manager to execute a Professional Services Agreement with Houston Fire Systems, of Lodi, for Hutchins Street Square Fire Panel System Upgrade, in the amount of $241,320, authorizing the City Manager to execute amendments to the agreement, and appropriating funds in the amount of $300,000.

C-9
Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Professional Services Agreement with Global Labs, Inc., of El Dorado Hills, for Laboratory Services ($225,000) (PW) Adopted Resolution No. 2023-05 authorizing the City Manager to execute Amendment No. 2 to the Professional Services Agreement with Global Labs, Inc., of El Dorado Hills, for laboratory services, in the amount of $225,000.

C-10 Adopt Resolution Authorizing City Manager to Execute Memorandum of Understanding for Fire Training Facility Use between City of Lodi and City of Stockton for Period of January 1, 2023 through December 31, 2025 (Not To Exceed $300,000) and Enter Into 23-1 Fire Academy (FD) Adopted Resolution No. 2023-06 authorizing the City Manager to execute a Memorandum of Understanding for fire training facility use between the City of Lodi and the City of Stockton for the period of January 1, 2023 through December 31, 2025, in an amount not to exceed $300,000, and enter into the 23-1 Fire Academy.

C-11
Adopt Resolution Approving Impact Mitigation Fee Program Annual Report for Fiscal Year 2021/22 (FIN) This item was pulled by Mayor Pro Tempore Craig.

Mayor Pro Tempore Craig stated that she will be reaching out to the Lodi Arts Commission to gain a detailed understanding of the Art in Public Places fee and its impact.

Mayor Pro Tempore Craig made a motion, second by Council Member Khan, to adopt Resolution No. 2023-07 approving the Impact Mitigation Fee Program Annual Report for Fiscal Year 2021/22.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi
Noes: None

Absent: None
C-12 Notice Regarding Unmet Conditions to Apply for Mobile Library Grant for Fiscal Year 2023-2024 Approved by Library Board of Trustees (Information Only) (LIB)
Received the notice regarding unmet conditions to apply for the mobile library grant for Fiscal Year 2023-2024 approved by the Library Board of Trustees (information only).

C-13 Post for Expiring Term on Lodi Improvement Committee and Vacancy on Site Plan and Architectural Review Committee and Re-Post for Vacancy on San Joaquin Council of Governments Citizens’ Advisory Committee (CLK)
This item was pulled by Mayor Pro Tempore Craig.

Mayor Pro Tempore thanked Community Development Director John Della Monica and staff for their contributions while she served on the Site Plan and Architectural Review Committee.

Mayor Pro Tempore Craig made a motion, second by Council Member Khan, to direct the City Clerk to post for the following vacancies:

Lodi Improvement Committee
Lynsay Nuss - Term to expire March 1, 2023
Site Plan & Architectural Review Committee
Lisa Craig - Term to expire January 1, 2026
San Joaquin Council of Governments Citizens’ Advisory Committee Richard Blackston - Term to expire January 1, 2023
VOTE:

The above motion carried by the following vote:

Ayes: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi
Noes: None

Absent: None
C-14 Set Public Hearing for January 18, 2023, to Consider Resolution Adopting and Implementing Collection of San Joaquin County Facilities Fees, CEQA Determination: Exempt per Section 15061(b)(3) of CEQA Guidelines, 2022 (CD)
Set a public hearing for January 18, 2023, to consider a resolution adopting and implementing the collection of San Joaquin County Facilities Fees.

C-15 Set Public Hearing for January 18, 2023, to Receive Annual Report of Available Growth Allocations and Consider Adopting Resolution Revising Growth Management Program Procedures to Allow Issuing Growth Allocations for Projects on Land Not Yet Annexed (CD) Set a public hearing for January 18, 2023, to receive the Annual Report of Available Growth Allocations and consider adopting a resolution revising Growth Management Program procedures to allow issuing Growth Allocations for projects on land not yet annexed.

Comments by the Public on Non-Agenda Items THE TIME ALLOWED PER NON-AGENDA ITEM FOR COMMENTS MADE BY THE PUBLIC IS LIMITED TO FIVE MINUTES.

None.

E. Comments by the City Council Members on Non-Agenda Items Council Member Nakanishi thanked the street sweepers for their hard work.

Public Works Director Swimley thanked Public Works staff for their tireless work during the storms.

Mayor Pro Tempore Craig announced the passing of Bill Meehleis.

Comments by the City Manager on Non-Agenda Items
Deputy City Manager Keys thanked all the City of Lodi staff and crews working non-stop to keep residents safe during the storms.

G. Public Hearings
G-1 Public Hearing to Consider and Waive First Reading of an Ordinance Amending Lodi Municipal Code Title 15 – Buildings and Construction, to Reenact Chapter 15.66 – County Facilities Fees, to Replace the Previously Repealed Chapter that Expired June 14, 2012, CEQA Determination: Exempt per Section 15061(b)(3) of the CEQA Guidelines, 2022 (CD)
Notice thereof having been published according to law, an affidavit of which publication is on file in the office of the City Clerk, Mayor Hothi called for the public hearing to consider and waive the first reading of an ordinance amending Lodi Municipal Code Title 15 – Buildings and Construction - to reenact Chapter 15.66, "County Facilities Fees," to replace the previously repealed chapter that expired June 14, 2012, CEQA Determination:

Exempt per Section 15061(b)(3) of the CEQA Guidelines, 2022.

Community Development Director John Della Monica introduced City Planner Cynthia Marsh and provided a PowerPoint presentation regarding the proposed ordinance. Specific topics of discussion included existing regulations and the proposed amendment.

Mayor Hothi opened the public hearing for public comment.

There being no public comments, Mayor Hothi closed the public hearing.

Council Member Khan made a motion, second by Mayor Pro Tempore Craig, to introduce Ordinance No. 2014 amending Lodi Municipal Code Title 15 – Buildings and Construction - to reenact Chapter 15.66, "County Facilities Fees," to replace the previously repealed chapter that expired June 14, 2012.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi
Noes: None

Absent: None
H. Regular Calendar
H-1 Assign and Confirm Annual Appointment of City Council Members on Various Boards, Committees, and Commissions (CLK)
City Clerk Nashed provided a brief report regarding annual appointments for City Council members service on various boards, committees, and commissions.

Council discussion ensued regarding Council Member interests on serving on various City and County boards, commissions, and committees.

Mayor Pro Tempore Craig made a motion, second by Council Member Bregman, to make the following appointments:

Appoint Mayor Hothi as delegate and Council Member Bregman as alternate on Northern California Power Agency (NCPA), and subsequent appointments to the City of Lodi Risk Oversight Committee.

Appoint Council Member Khan as delegate and Mayor Pro Tempore Craig as alternate on San Joaquin Council of Governments (SJCOG).

Appoint Council Member Khan as representative on San Joaquin County Abandoned Vehicle Abatement Service Authority.

Appoint Mayor Pro Tempore Craig as delegate and Mayor Hothi as alternate on San Joaquin Partnership.

Appoint Mayor Hothi and Council Member Bregman as representatives on the Lodi 2x2 Committee.

Appoint Mayor Pro Tempore Craig as representative on the San Joaquin Regional Rail Commission.

Appoint Council Member Bregman as alternate on the San Joaquin County Solid Waste Management Task Force.

Reappoint Public Works Director Swimley as delegate and Water Plant Superintendent Khars as alternate on San Joaquin County Flood Control and Water Conservation District - Water Advisory Commission.

Appoint Mayor Hothi as voting delegate and Mayor Pro Tempore Craig as alternate on the San Joaquin Valley Special City Selection Committee.

Appoint Mayor Hothi as delegate and Mayor Pro Tempore Craig as alternate on the League of California Cities Central Valley Division Executive Committee.

Confirm Council Member Nakanishi as delegate and Public Works Director Swimley as alternate on Eastern San Joaquin Groundwater Joint Powers Authority.

Confirm Council Member Nakanishi as delegate on Northeastern San Joaquin County Groundwater Banking Authority.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi
Noes: None

Absent: None
H-2 Adopt Resolution Authorizing City Manager to Execute Agreement for Property Tax Allocation Upon Annexation with County of San Joaquin (ISD)
Deputy City Manager Keys provided a report regarding an agreement for property tax allocation with San Joaquin County. Specific topics of discussion included the previous agreement with San Joaquin County, which expired in 2011, the update of the Municipal Services Review and Sphere of Influence documents, interest by landowners to annex into the City of Lodi, the split of tax allocations between the City of Lodi and County of San Joaquin, and annexation impacts on City resources.

Council discussion ensued with Deputy City Manager Keys and Community Development Director Della Monica regarding impacts of annexation on City resources versus County resources, tax sharing agreements between San Joaquin County and other cities within the same jurisdiction, opposition to annexation, and types of land use to be annexed.

Council Member Khan made a motion, second by Council Member Nakanishi, to adopt Resolution No. 2023-08 authorizing the City Manager to execute an agreement for property tax allocation upon annexation with the County of San Joaquin.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi
Noes: None

Absent: None
I. Ordinances – None
J. Reorganization of the Following Agency Meetings:

Deputy City Manager Keys and City Clerk Nashed introduced the item regarding the reorganization of the following agencies: Lodi Public Improvement Corporation, Industrial Development Authority, Lodi Financing Corporation, and Lodi Public Financing Authority.

Council Member Nakanishi made a motion, second by Mayor Pro Tempore Craig, to adopt Resolution No.

LPIC2023-01 reorganizing the officers of the Lodi Public Improvement Corporation, Resolution No. IDA-47 reorganizing the officers of the Industrial Development Authority, Resolution No. LFC-34 reorganizing the officers of the Lodi Financing Corporation, and Resolution No. LPFA2023-01 reorganizing the officers of the Lodi Public Financing Authority.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi
Noes: None

Absent: None
K. Adjournment
There being no further business to come before the City Council, the meeting was adjourned at 8:04 p.m.

ATTEST:

Olivia Nashed
City Clerk

LODI CITY COUNCIL

SHIRTSLEEVE SESSION
CARNEGIE FORUM, 305 WEST PINE STREET
TUESDAY, JANUARY 17, 2023
A. Call to Order / Roll Call
An Informal Informational Meeting ("Shirtsleeve" Session) of the Lodi City Council was held Tuesday, January 17, 2023, commencing at 7:01 a.m.

Present: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi

Absent: None
Also Present: City Manager Schwabauer, City Attorney Magdich, and City Clerk Nashed B. Topics
B-1 Receive Information on Senate Bill 1383 Implementation and Direction on Waste Management Contract Extension and Rate Structure (PW)
Public Works Director Charlie Swimley introduced Waste Management Director of Government Affairs Alex Oseguera, Waste Management District Manager Danny Uribe, Waste Management Public Sector Manager Vanessa Barberis, Waste Management Area Director Public Sector Northern California/Nevada Bradley Cea, and Public Works Management Analyst Rebecca Areida.

Waste Management Representatives Oseguera and Barberis provided a PowerPoint presentation regarding Waste Management SB 1383 compliance and rate affordability plan. Specific topics of discussion included Waste Management and City of Lodi partnership, contract terms, SB 1383 mandated service changes, outreach and education, residential rate structure, residential overfilled cart audit, current and proposed residential rates, and next steps.

Council discussion ensued with Mr. Oseguera, Ms. Barberis, and Director Swimley regarding the timeline of implementation, accelerated funds from Waste Management and its utilization on SB 1383 related City projects, enforcement actions and penalties, what type of waste is deposited in which type of bin, and commercial property requirements.

Comments by Public on Non-Agenda Items
None.

D. Adjournment
No action was taken by the City Council. The meeting was adjourned at 7:45 a.m.

ATTEST:

Olivia Nashed
City Clerk
Exhibit C

LODI CITY COUNCIL

REGULAR CITY COUNCIL MEETING
CARNEGIE FORUM, 305 WEST PINE STREET
WEDNESDAY, JANUARY 18, 2023
A. Call to Order / Roll Call
The Regular City Council meeting of January 18, 2023, was called to order by Mayor Pro Tempore Craig at 7:03 p.m.

Present: Council Member Khan, Council Member Nakanishi, and Mayor Pro Tempore Craig

Absent: Council Member Bregman, and Mayor Hothi
Also Present: City Manager Schwabauer, City Attorney Magdich, and City Clerk Nashed B. Presentations – None
C. Consent Calendar (Reading; Comments by the Public; Council Action) All matters listed on the consent calendar are considered to be routine and will be acted upon by one motion. There will be no separate discussion of these items. If a member of the public would like a consent calendar item pulled and discussed separately, refer to the Notice at the beginning of this agenda.

Council Member Khan made a motion, second by Council Member Nakanishi, to approve the following items hereinafter set forth, except those otherwise noted, in accordance with the report and recommendation of the City Manager.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Khan, Council Member Nakanishi, and Mayor Pro Tempore Craig Noes: None

Absent: Council Member Bregman, and Mayor Hothi
C-1 Receive Register of Claims for December 16, 2022 through December 29, 2022 in the Total Amount of $7,893,015.86 (FIN)
Claims were approved in the amount of $7,893,015.86.

C-2 Approve Minutes (CLK)
The minutes of December 7, 2022 (Regular Meeting), January 3, 2023 (Shirtsleeve Session), and January 10, 2023 (Shirtsleeve Session) were approved as written.

C-3 Adopt Resolution Authorizing City Manager to Waive Bid Process and Purchase Electric Substation Power Transformer from Delta Star Incorporated, of San Carlos ($2,000,000) (EU) Adopted Resolution No. 2023-09 authorizing the City Manager to waive the bid process and purchase an electric substation power transformer from Delta Star Incorporated, of San Carlos, in the amount of $2,000,000.

C-4 Adopt Resolution Awarding Contract for Solids Handling Facility Improvements at White Slough Water Pollution Control Facility, to Garney Pacific, Inc., of Tracy ($2,424,725) (PW) Adopted Resolution No. 2023-10 awarding the contract for Solids Handling Facility Improvements at White Slough Water Pollution Control Facility, to Garney Pacific, Inc., of Tracy, in the amount of $2,424,725.

C-5 Adopt Resolution Authorizing City Manager to Execute Change Order No. 2 with Westech Industries, Inc., of Escalon, for Directional Drilling, Excavation and Conduit Installation Services for State of California Natural Gas Power Plant Project ($1,690,000) (EU)
Adopted Resolution No. 2023-11 authorizing the City Manager to execute Change Order No. 2 with Westech Industries, Inc., of Escalon, for directional drilling, excavation and conduit installation services for the State of California Natural Gas Power Plant Project, in the amount of $1,690,000.

C-6
Adopt Resolution Authorizing City Manager to Execute Tow Service Contract for Police Rotational Towing Services with Haynes Brothers Investments, LLC, of Lodi (PD) Exhibit D
Adopted Resolution No. 2023-12 authorizing the City Manager to execute a Tow Service Contract for Police Rotational Towing Services with Haynes Brothers Investments, LLC, of Lodi.

C-7 Adopt Resolution Authorizing City Manager to Execute Five-Year Professional Services Agreement for Animal Services Veterinary Oversight with Elaine M. Dornton, DVM, of Acampo ($100,000) (PD) Adopted Resolution No. 2023-13 authorizing the City Manager to execute a five-year Professional Services Agreement for animal services veterinary oversight with Elaine M. Dornton, DVM, of Acampo, in the amount of $100,000.

C-8
Adopt Resolution Authorizing City Manager to Execute Amendment No. 6 to Professional Services Agreement with Civil Hydro Tech, LLC, of Los Altos, for Consulting and Project Management Services for Central Plume Area, Monitoring Well Abandonment, SGMA and City-wide Plume Management ($500,600), and Appropriating Funds ($500,600) (PW)
Adopted Resolution No. 2023-14 authorizing the City Manager to execute Amendment No. 6 to the Professional Services Agreement with Civil Hydro Tech, LLC, of Los Altos, for consulting and project management services for Central Plume Area, monitoring well abandonment, SGMA and City-wide plume management, in the amount of $500,600, and appropriating funds in the amount of $500,600.

C-9
Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Professional Services Agreement with O’Dell Engineering, Inc., of Modesto, for On-Call Landscape Architectural Services ($35,000) (PW)
Adopted Resolution No. 2023-15 authorizing the City Manager to execute Amendment No. 2 to the Professional Services Agreement with O’Dell Engineering, Inc., of Modesto, for on-call landscape architectural services, in the amount of $35,000.

C-10
Adopt Resolution Approving Renewal of Chiropractic Benefit Administration Agreement with Landmark Healthplan of California; and Further Authorizing City Manager to Execute Agreement (HR) Adopted Resolution No. 2023-16 approving the renewal of Chiropractic Benefit Administration Agreement with Landmark Healthplan of California; and further authorizing the City Manager to execute the agreement.

C-11 Adopt Resolution Authorizing City Manager to Execute Outdoor Equity Grant Contract with State of California (July 1, 2020 through June 30, 2027), Accept Grant Funds, and Appropriate Funds ($654,285) (PRCS)
This item was pulled by Mayor Pro Tempore Craig.

City Manager Schwabauer provided a brief introduction and Parks, Recreation and Cultural Services Director Christina Jaromay provided a brief report regarding the nature of the grant and how the funds will be utilized.

Council Member Nakanishi made a motion, second by Council Member Khan, to adopt Resolution No. 2023-17 authorizing the City Manager to execute an Outdoor Equity Grant Contract with State of California (July 1, 2020 through June 30, 2027), accepting grant funds, and appropriating funds in the amount of $654,285.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Khan, Council Member Nakanishi, and Mayor Pro Tempore Craig Noes: None

Absent: Council Member Bregman, and Mayor Hothi
C-12 Adopt Resolution Authorizing City Manager to Execute Contract with One-Eighty Programs, a California Non-Profit Corporation, to Provide Natural Area Excursions for City’s Outdoor Educational Activities and Excursions Program for Three Years ($220,764) (PRCS)
This item was pulled by Mayor Pro Tempore Craig.

Council Member Nakanishi made a motion, second by Council Member Khan, to adopt Resolution No. 2023-18 authorizing the City Manager to execute a contract with One-Eighty Programs, a California Non-Profit Corporation, to provide natural area excursions for the City’s Outdoor Educational Activities and Excursions Program for three years, in the amount of $220,764.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Khan, Council Member Nakanishi, and Mayor Pro Tempore Craig Noes: None

Absent: Council Member Bregman, and Mayor Hothi
C-13 Adopt Resolution Authorizing City Manager to Sign and Submit Application for Boat Launching Facilities Grant from Division of Boating and Waterways, Harbors and Watercraft Revolving Fund for Replacement of Non-Motorized Boat Launch at Lodi Lake (Up to $150,000) (PRCS) Adopted Resolution No. 2023-19 authorizing the City Manager to sign and submit an application for a boat launching facilities grant from the Division of Boating and Waterways, Harbors and Watercraft Revolving Fund for replacement of the non-motorized boat launch at Lodi Lake, in an amount not to exceed $150,000.

C-14
Appoint Gary Woehl and Terence Spring to Measure L Citizens’ Oversight Committee and Repost for Remaining Vacancy on Measure L Citizens’ Oversight Committee (CLK) Made the following appointments and directed the City Clerk to post for the following vacancy:

APPOINTMENTS:

Measure L Citizens’ Oversight Committee

District 1:

Gary Woehl - Term to expire May 31, 2025
District 2:

Terence Spring - Term to expire May 31, 2025
POSTING:

Measure L Citizens’ Oversight Committee
District 3:

Phil Pennino - Term expired May 31, 2022 (new appointment to expire May 31, 2025) C-15 Accept Monthly Protocol Account Report through December 31, 2022 (CLK) Accepted Monthly Protocol Account Report through December 31, 2022.

C-16 Set Public Hearing for February 15, 2023, to Consider Adopting Resolution Setting Pre-Approved Engineering News Record Adjustment Index for Usage-Based and Flat Water Rates for Residential, Commercial, and Industrial Customers (PW)
Set a public hearing for February 15, 2023, to consider adopting a resolution setting pre-approved Engineering News Record adjustment index for usage-based and flat water rates for residential, commercial, and industrial customers.

Comments by the Public on Non-Agenda Items THE TIME ALLOWED PER NON-AGENDA ITEM FOR COMMENTS MADE BY THE PUBLIC IS LIMITED TO FIVE MINUTES.

Caleb Rieck provided public comment regarding Kofu Skate Park.

Aaron Spears provided public comment regarding Kofu Skate Park.

Jillian Dittrich provided public comment regarding Kofu Skate Park.

Pat Byron provided public comment and a handout for Council (filed) regarding Kofu Skate Park.

Logan Garcia provided public comment regarding Kofu Skate Park.

Cole provided public comment regarding Kofu Skate Park.

An unidentified resident provided public comment regarding Kofu Skate Park.

City Manager Schwabauer provided an update regarding the status of Kofu Skate Park.

E. Comments by the City Council Members on Non-Agenda Items Council Member Khan thanked the residents that attended the Council meeting to provide public comment on Kofu Skate Park.

Council Member Nakanishi provided an update regarding the Eastern San Joaquin Groundwater Authority meeting he attended the prior week.

Mayor Pro Tempore Craig provided an update regarding her participation in the Lodi Police Department's Citizens' Academy and provided information regarding the Senior Citizen's Commission's efforts to assist seniors in the community.

Comments by the City Manager on Non-Agenda Items
City Manager Schwabauer thanked City of Lodi staff that have been working to address issues that have resulted from the recent storms and provided statistics regarding the number of calls addressed and services provided by the Police and Fire Departments due to weather. He also thanked Electric Utility Lineman Jeremy Barlow and City Attorney Magdich for their efforts to help restore power to homes in Lodi. He provided statistics regarding overtime hours by Public Works staff to address trees and drainage issues resulting from the storms. City Manager Schwabauer thanked Public Works Director Charlie Swimley for personally inspecting at-risk trees, thanked the public for reporting issues to City staff, and thanked all staff.

Council Member Nakanishi stated that many residents have asked about actions taken by City staff to address the damages by the storms. City Manager Schwabauer stated that City staff will compile a report for Council, to be also shared with the public.

Ordinances
G-1 Adopt Ordinance No. 2014 Entitled, “An Ordinance of the Lodi City Council Amending Lodi Municipal Code Title 15 – Buildings and Construction – by Reenacting Chapter 15.66, ‘County Facilities Fees’ (CLK) City Clerk Nashed introduced the item and City Manager Schwabauer provided a brief report.

Discussion ensued with Mayor Pro Tempore Craig, Council Member Khan, City Manager Schwabauer, and Deputy City Manager Keys regarding fees to be paid by the developer and the tax sharing percentage split between the City of Lodi and the County of San Joaquin. Deputy City Manager Keys thanked County staff for their cooperation during the negotiations for the tax sharing agreement.

Council Member Khan made a motion, second by Council Member Nakanishi, (following reading of the title) to waive reading of the ordinance in full and adopt and order to print Ordinance No. 2014 entitled, “An Ordinance of the Lodi City Council Amending Lodi Municipal Code Title 15 – Buildings and Construction – by Reenacting Chapter 15.66, ‘County Facilities Fees,’" which was introduced at a regular meeting of the Lodi City Council held January 18, 2023.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Khan, Council Member Nakanishi, and Mayor Pro Tempore Craig Noes: None

Absent: Council Member Bregman, and Mayor Hothi
H. Public Hearings
H-1 Public Hearing to Consider Resolution Adopting and Implementing Collection of San Joaquin County Facilities Fees, CEQA Determination: Exempt per Section 15061(b)(3) of CEQA Guidelines, 2022 (CD) Notice thereof having been published according to law, an affidavit of which publication is on file in the office of the City Clerk, Mayor Pro Tempore Craig called for the public hearing to consider adopting a resolution adopting and implementing the collection of San Joaquin County Facilities Fees, CEQA Determination: Exempt per Section 15061(b)(3) of CEQA Guidelines, 2022.

Community Development Director John Della Monica introduced the item and City Planner Cynthia Marsh provided a PowerPoint presentation regarding the adoption and implementation of collection of San Joaquin County Facilities Fees. Specific topics of discussion included background, purpose and use, fee schedule, and proposed resolution.

Discussion ensued between Council Member Nakanishi, Mayor Pro Tempore Craig, City Manager Schwabauer, Deputy City Manager Keys and Director of Community Development Della Monica regarding the application of fees to new homes, if those fees are also applied to other cities within the County, and how those fees are utilized.

Mayor Pro Tempore Craig opened the public hearing for public comment.

There being no public comments, Mayor Pro Tempore Craig closed the public hearing.

Council Member Khan made a motion, second by Council Member Nakanishi, to adopt Resolution No. 2023-20 adopting and implementing the collection of San Joaquin County Facilities Fees.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Khan, Council Member Nakanishi, and Mayor Pro Tempore Craig Noes: None

Absent: Council Member Bregman, and Mayor Hothi
H-2 Public Hearing to Receive Annual Report of Available Growth Allocations and Consider Adopting Resolution Revising Growth Management Program Procedures to Allow Issuing Growth Allocations for Projects on Land Not Yet Annexed (CD)
Notice thereof having been published according to law, an affidavit of which publication is on file in the office of the City Clerk, Mayor Pro Tempore Craig called for the public hearing to receive the Annual Report of Available Growth Allocations and consider adopting a resolution revising the Growth Management Program procedures to allow issuing Growth Allocations for projects on land not yet annexed.

Mayor Pro Tempore Craig opened the public hearing for public comment.

The public hearing was continued to February 15, 2023.

Council Member Nakanishi made a motion, second by Council Member Khan, to continue the H-2 item to a date certain of the future City Council meeting date of February 15, 2023.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Khan, Council Member Nakanishi, and Mayor Pro Tempore Craig Noes: None

Absent: Council Member Bregman, and Mayor Hothi
I. Regular Calendar
I-1 Confirm Lodi Arts Commission Recommendation to Appoint Nancy Aide Gonzalez St. Clair as Lodi’s First Poet Laureate (PRCS)
Parks, Recreation and Cultural Services Director Christina Jaromay provided a report regarding the appointment of Lodi's first Poet Laureate. She introduced Nancy Aide Gonzales St. Clair. Ms. St. Clair thanked the Lodi Arts Commission and the City of Lodi for her appointment as Lodi's first Poet Laureate, and read a poem she composed.

Mayor Pro Tempore Craig, Council Member Nakanishi, and Council Member Khan all congratulated and thanked Ms. St. Clair and Parks, Recreation and Cultural Services Director Jaromay.

Council Member Nakanishi made a motion, second by Council Member Khan, to confirm the Lodi Arts Commission recommendation to appoint Nancy Aide Gonzalez St. Clair as Lodi’s first Poet Laureate.

VOTE:

The above motion carried by the following vote:

Ayes: Council Member Khan, Council Member Nakanishi, and Mayor Pro Tempore Craig Noes: None

Absent: Council Member Bregman, and Mayor Hothi
J. Adjournment
City Attorney Magdich thanked all staff that have worked tirelessly to keep the Lodi community safe during the storms, including Fire Department; Police Department; Public Works Department; Parks, Recreation, and Cultural Services Department; and Electric Utility Department.

There being no further business to come before the City Council, the meeting was adjourned at 8:12 p.m., in memory of Marine Corporal Elwin Ramirez and local businessman William T. Meehleis.

ATTEST:

Olivia Nashed
City Clerk

LODI CITY COUNCIL

SHIRTSLEEVE SESSION
CARNEGIE FORUM, 305 WEST PINE STREET
TUESDAY, JANUARY 24, 2023
A. Call to Order / Roll Call
An Informal Informational Meeting ("Shirtsleeve" Session) of the Lodi City Council was held Tuesday, January 24, 2023, commencing at 7:02 a.m.

Present: Council Member Bregman, Council Member Khan, Council Member Nakanishi, Mayor Pro Tempore Craig, and Mayor Hothi

Absent: None
Also Present: City Manager Schwabauer, City Attorney Magdich, and City Clerk Nashed B. Topics
B-1 Receive Information about Proposed Hometown Microloan Program for Lodi Startups and Micro Businesses and Provide Direction (CM)
Business Development Manager Astrida Trupovnieks provided a presentation regarding the proposed Hometown Microloan Program. Specific topics of discussion included goals of the program, policies and procedures of the program, eligible borrowers, loan requirements, eligible actives, loan process, and collaboration with San Joaquin Small Business Development Center.

Council discussion ensued with Ms. Trupovnieks and City Manager Schwabauer regarding City of Lodi definitions of common words that relate to program, possible State or federal funding, business plans, fees, budgeted City funds for the program, the proposed loan board, possible liabilities and risks of the program, funding sources, and the possibility of utilizing Community Development Block Grant funds.

San Joaquin Small Business Development Center Les Fong provided public comment on the item.

Lodi Chamber of Commerce Director and CEO J.P. Doucette provided public comment on the item.

Comments by Public on Non-Agenda Items
None.

D. Adjournment
No action was taken by the City Council. The meeting was adjourned at 8:03 a.m.

ATTEST:

Olivia Nashed
City Clerk
Exhibit E

LODI CITY COUNCIL

SHIRTSLEEVE SESSION
CARNEGIE FORUM, 305 WEST PINE STREET
TUESDAY, JANUARY 31, 2023
The January 31, 2023, Informal Informational Meeting ("Shirtsleeve" Session) of the Lodi City Council was canceled.

ATTEST:

Olivia Nashed
City Clerk
Exhibit F
AGENDA ITEM C-03

COUNCIL COMMUNICATION
APPROVED: _________________________________
Stephen Schwabauer, City Manager
\\cvcfilv02\pubwks$\WP\PROJECTS\PARKS\ZupoField\Fire Restoration Project 2022\CPSA Zupo Field Grandstand Seating & Press Box Replacement Improvements.docx 2/1/2023
AGENDA TITLE: Approve Plans and Specifications and Authorize Advertisement for Bids for Tony Zupo Field Grandstand Seating & Press Box Replacement Improvements Project MEETING DATE: February 15, 2023
PREPARED BY: Public Works Director
RECOMMENDED ACTION: Approve plans and specifications and authorize advertisement for bids for Tony Zupo Field Grandstand Seating & Press Box Replacement Improvements Project.

BACKGROUND INFORMATION: Tony Zupo Field was damaged by an arson fire in September 2019. At the January 19, 2022 Council meeting Council approved a contract with WMB Architects of Stockton to perform the design services. The design services included a project site survey, project design and project bidding support services for the construction of new grandstands, dugouts, bullpen areas, and associated Americans With Disabilities Act Improvements (ADA). City staff has worked with WMB Architects to complete the design, permit and bid documents.

This project includes new ADA compliant grandstands, dugouts, bullpens and paths of travel to bring the facility to current Building and ADA Code requirements.

The plans and specifications are on file in the Public Works Department. The planned bid opening date is March 23, 2023. The total project estimate is $4,300,000.

FISCAL IMPACT:

FUNDING AVAILABLE:

This project will replace the fire damaged structures and bring the facility to current ADA code Compliance.

Funding to be determined at time of contract award.
_______________________________
Charles E. Swimley, Jr.

Public Works Director
_______________________________
Christina Jaromay
Parks, Recreation and Cultural Services Director
Prepared by Gary Wiman, Construction Project Manager
CES/GRW/cd
Attachment
Cc: Public Works Management Analyst WMB Architects
PRCS Management Analyst

AGENDA ITEM C-04

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
\\cvcfilv02\pubwks$\WP\PROJECTS\PARKS\Hale Park\2022 Parking Lot Reconstruction\CAward.docx 2/1/2023 AGENDA TITLE: Adopt Resolution Awarding Contract for Hale Park Parking Lot Reconstruction to Tosted Asphalt, Inc., of Fresno ($81,520) and Authorizing City Manager to Execute Change Orders ($30,000)
M
EETING DATE: February 15, 2023
P
REPARED BY: Public Works Director
RE
COMMENDED ACTION: Adopt resolution awarding contract for Hale Park Parking Lot Reconstruction to Tosted Asphalt, Inc., in the amount of $81,520 and authorizing City Manager to execute change orders in an amount not-to-exceed $30,000.

B
ACKGROUND INFORMATION: This project consists of reconstructing the parking lot at Hale Park. The work includes replacing approximately 8,000 square feet of parking lot pavement, reconstructing a driveway approach, installing two handicap-accessible parking stalls, replacing miscellaneous concrete, and other incidental and related work.

T
he existing parking lot pavement is severely cracked, settled and potholed due to the age of the pavement.

The cracks have allowed water to seep into the pavement subgrade, causing the pavement to fail.

T
he specifications for this project were approved on July 20, 2022. The City received the following bids for this project on December 28, 2022:

Above/(Below)
Bidder Location Bid Engineer’s Estimate
Engineer’s Estimate $230,762.00
Tosted Asphalt, Inc. Fresno $81,519.60 ($ 48,155.40)
A.M. Stephens Construction Lodi $110,747.80 ($ 18,927.20) Hensley’s Paving & General Waterford $113,314.00 ($ 16,361.00) Sierra Asphalt, Inc. Rancho Cordova $ 116,121.00 ($ 1 3,554.00) Consolidated Engineering Valley Spring $ 116,950.00 ($ 12,725.00) Garcia Paving Inc. Fresno $124,785.69 ($ 4,889.31)
Robert Burns Construction Stockton $131,183.01 $ 1,508.01 Arrow Construction Sacramento $136,326.00 $ 6,651.00
United Pavement Maintenance Hughson $149,878.00 $ 20,203.00 E.E. Gilbert Construction Martinez $158,858.90 $ 29,183.90 FBD Vanguard Construction Li
vermore $161,558.00 $ 31,883.00
B & M Builders, Inc. Rancho Cordova $ 172,230.00 $ 42,555.00 T
he lowest bid came in much lower than the engineer’s estimate and what was budgeted. With the available funding, Staff proposes to expand the scope of work to make the curb ramp at the corner ADA compliant, Adopt Resolution Awarding Contract for Hale Park Parking Lot Reconstruction to Tosted Asphalt, Inc. , of Fresno ($81,520), Authorizing City Manager to Execute Change Orders ($30,000)
February 15, 2022

Page 2 ends

\\cvcfilv02\pubwks$\WP\PROJECTS\PARKS\Hale Park\2022 Parking Lot Reconstruction\CAward.docx 2/1/2023

installing thermoplastic parking striping instead of paint, and fixing the drainage issues in the gutter.

Consistent with all projects, contingency is required to address any unforeseen issues.

Staff received a bid advisory against the contractor from the Foundation of Fair Contracting and from Norcal Industry Compliance. In general, the claims are centered around failure to comply with the bid specifications resulting in an unfair competitive advantage. Both staff and the City’s labor compliance consultant have reviewed their complaints and have found that none of them have any basis.

Staff recommends adopting resolution awarding Contract for Hale Park Parking Lot Reconstruction to Tosted Asphalt, Inc., of Fresno, in the amount of $81,520 and authorizing City Manager to execute change orders in an amount not-to-exceed $30,000.

FISCAL IMPACT: This project does not impact the General Fund.

FUNDING AVAILABLE: This project is funded by 2022/23 CDBG funds:

CDBG-23001.Contracts: $170,000
CDBG-23001.IntLabor: $ 36,000

TOTAL: $206,000

______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

_______________________________
Charles E. Swimley, Jr.

Public Works Director

Prepared by Alice Bernardino, Associate Civil Engineer
CES/AB/cd
Attachments

cc: Parks Project Coordinator
PRCS Director, Jaromay

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AWARDING THE CONTRACT

FOR HALE PARK PARKING LOT RECONSTRUCTION TO
TOSTED ASPHALT, INC., OF FRESNO; AND FURTHER AUTHORIZING

THE CITY MANAGER TO EXECUTE CHANGE ORDERS
========================================================================

WHEREAS, this project consists of reconstructing the parking lot at Hale Park which includes replacing approximately 8,000 square feet of parking lot pavement, reconstructing a driveway approach, installing two handicap- accessible parking stalls, replacing miscellaneous concrete, and other incidental and related work; and

WHEREAS, specifications for this project were approved on July 20, 2022. The City received the following bids for this project on December 28, 2022:

Above/(Below)
Bidder Location Bid Estimate
Tosted Asphalt, Inc. Fresno $81,519.60 ($ 48,155.40) A.M. Stephens Construction Lodi $110,747.80 ($ 18,927.20) Hensley’s Paving & General Waterford $113,314.00 ($ 16,361.00) Sierra Asphalt, Inc. Rancho Cordova $116,121.00 ($ 13,554.00) Consolidated Engineering Valley Spring $116,950.00 ($ 12,725.00) Garcia Paving, Inc. Fresno $124,785.69 ($ 4,889.31)
Robert Burns Construction Stockton $131,183.01 $ 1,508.01 Arrow Construction Sacramento $136,326.00 $ 6,651.00 United Pavement Maintenance Hughson $149,878.00 $ 20,203.00 E.E. Gilbert Construction Martinez $158,858.90 $ 29,183.90 FBD Vanguard Construction Livermore $161,558.00 $ 31,883.00 B & M Builders, Inc. Rancho Cordova $172,230.00 $ 42,555.00

WHEREAS, staff recommends awarding the contract for Hale Park Parking Lot Reconstruction to Tosted Asphalt, Inc., of Fresno, in the amount of $81,520 and authorizing the City Manager to execute change orders in an amount not to exceed $30,000.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby award the contract for Hale Park Parking Lot Reconstruction to the low bidder, Tosted Asphalt, Inc., of Fresno, California, in the amount of $81,520; and

BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute the contract and change orders in an amount not to exceed $30,000; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019- 223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: February 15, 2023
=======================================================================

I hereby certi fy that Resolution No. 2023 -___ was passed and adopted by the City Council of the City of Lodi in a regular meeting held February 15, 2023 by the following votes:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-_____
AGENDA ITEM C-05

COUNCIL COMMUNICATION
APPR
OVED: ___________________________________
Stephen Schwabauer, City Manager
\\cvcfilv02\pubwks$\WP\DEV_SERV\Developments\Schools\Lodi High School\2020 - frontage improvements\Improvement Agreement\CC_Lodi High accept.doc1/26/2023 AGENDA TITLE: Adopt Resolution Accepting the Lodi High School New North Campus Public Improvements
M
EETING DATE: February 15, 2023
P
REPARED BY: Public Works Director
RE
COMMENDED ACTION: Adopt resolution accepting the Lodi High School New North Campus public improvements.

B
ACKGROUND INFORMATION: The Lodi Unified School District (Developer) submitted encroachment permit application No. PW2020-0085 to develop the Lodi High School New North Campus, located at 3 South Pacific Avenue, as shown in Exhibit A.

T
he Lodi High School New North Campus Project (Project) included connections to the public water and sewer systems and the installation of frontage improvements along Pacific Avenue. The frontage improvements included the installation of curb, gutter, sidewalk, driveways, street lights, fire hydrants, pavement, median curb, traffic signs, and traffic striping.

T
he public improvements have been completed in substantial conformance with City policy and other requirements of City codes have been met. The developer has provided the required maintenance bond.

Staff recommends accepting the Lodi High School New North Campus public improvements.

F
ISCAL IMPACT: Not applicable.

F
UNDING AVAILABLE: Not applicable.
_______________________________

Charles E. Swimley, Jr.

Public Works Director
Prepared by Karissa Kiriu, Associate Civil Engineer
CES/KTVK/cd
Attachments
cc: City Attorney, Magdich
Deputy Public Works Director/City Engineer, Chang
Associate Civil Engineer, Kiriu
Junior Engineer, Wiman
Lodi Unified School District, Developer/Owner
N e v i n s D r .

H a m p t o n D r .

M a r i p o s a W y .

Ticknor Ct.

P i n e w o o d C t .

N o r m a n d y C t .

L o d i A v .

D e b b i e L n .

J e r r y L n .

K e n w a y C t .

Huntington Dr.

W
ellington W
y.

Clowe Ct. A r l i n g t o n D r .

O a k S t .

L o m a D r . L o m a D r . L o m a D r .

Kensington W
y.Charleston W
y.

N o r m a n d y L n .

Lom
a Dr.

Sunset Dr.

Cross St.

W
ellington W
y.

Sunset Dr.

L o c u s t S t .

P i n e S t .

O a k S t .

W a l n u t S t .

J a c k s o n S t .

C a p e l l D r .

W a l n u t S t .

S a n t a Y n e z D r .

Virginia Av.

P i n e S t .

M a r i p o s a W y .

Pacific Av.

L o c u s t S t .

C o r i n t h A v .

M i l l s A v .

F a i r m o n t A v .

L o d i A v .

E l m S t .

Ham
Ln.
µ
0 400 800200
Feet
Exhibit A
Lodi High School
New North Campus
Off-Site Improvements
Vicinity Map
K:\WP\DEV_SERV\Developments\Schools\Lodi High School\2020 - frontage improvements\Improvement Agreement\Info\CCExhibitA.mxd Off-Site
Improvements
Lodi
High
School
When Recorded Please Return to:

Lodi City Clerk
P.O. Box 3006
Lodi, CA 95241-1910

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL

ACCEPTING THE LODI HIGH SCHOOL NEW NORTH

CAMPUS PUBLIC IMPROVEMENTS
========================================================================

WHEREAS, the Lodi Unified School District (Developer) submitted encroachment permit application No. PW2020-0085 to develop the Lodi High School New North Campus, located at 3 South Pacific Avenue; and

WHEREAS, the Lodi High School New North Campus Project included connections to the public water and s ewer systems and the installation of fron tage improvements along Pacific Avenue, which included the installation of curb, gutter, sidewalk, driveways, street lights, fire hydrants, pavement, median curb, traffic signs, and traffic striping; and

WHEREAS, the public improvements have been completed in substantial conformance with City policy, and other requirements of City codes have been met; and

WHEREAS, the developer has provided the required maintenance bond; and

WHEREAS, staff recommends accepting the Lodi High School New North Campus public improvements.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby accept the Lodi High School New North Campus public improvements.

Dated: February 15, 2023
======================================================================== I hereby certify that Resolution No. 202 3-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held February 15, 2023 by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-______
AGENDA ITEM C-06

COUNCIL COMMUNICATION
APPROVED: _________________________________
Stephen Sc hwabauer, City Manager
R:\GROUP\ADMIN\Council\2023\02152023\Area Wide\CC_Area Wide.doc 2/1/2023 AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Three-Year Professional Services Agreement with Area Wide Exterminators, Inc., of Stockton, for Rodent Control Services at White Slough Water Pollution Control Facility ($356,004) MEETING DATE: February 15, 2023
PREPARED BY: Public Works Director
RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute Three-Year Professional Services Agreement with Area Wide Exterminators, Inc., of Stockton, for rodent control services at White Slough Water Pollution Control Facility, in the amount of $356,004.

BACKGROUND INFORMATION: The White Slough Water Pollution Control Facility (WSWPCF) is located on 1,040 acres, of which 880 acres consist of agricultural lands. The agricultural
land is irrigated by approximately 15 miles of earthen irrigation ditches delivering reclaimed wastewater to corn, alfalfa, wheat, and rye fodder crops.

Because of the agricultural setting, WSWPCF encounters ongoing problems with rodent activity within the pond levees and irrigation ditches. The burrowing and tunneling systems created by the rodents weaken the levees and ditches
causing leaks and instability, crop loss, and possible spills to waterways. Without constant abatement, the rodent
population grows uncontrollably.

The
scope of work includes service, 2-3 times per week, over the contract term of three years, with a not-t o-exceed amount of $356,004. The bids for the service were requested from three local firms, with Area Wide Exterminators, Inc. submitting the only bid.

Staff recommends authorizing City Manager to execute Three-Year Professional Services Agreement with Area Wide
Exterminators., of Stockton, for rodent control services at White Slough Water Pollution Control Facility, in the amount of $356,004.

FISCAL IMPACT: The City’s irrigation conveyance systems and pond levee systems are critical elements in the Wastewater treatment process. Maintaining sound levees and ditches reduces the probability for ditch and levee failures, which could result in substantial repair costs and potential violations from the State Water Resource Control Board. This project does not impact the General Fund.

FUNDING AVAILABLE: Wastewater Operations (53053003.72450) - $356,004 ______________________________________
Andr
ew Keys
Deputy City Manager/Internal Services Director
_______________________________
Charl
es E. Swimley, Jr.

Public Works Director
Prepared by Ken Capitanich, Wastewater Plant Superintendent CES/KC/tr
Attachment

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER

TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH AREA WIDE EXTERMINATORS, INC., OF STOCKTON, FOR RODENT CONTROL SERVICES AT

WHITE SLOUGH WATER POLLUTION CONTROL FACILITY
========================================================================

WHEREAS, White Slough Water Pollution Control Facility is located on 1,040 acres; and

WHEREAS, in response to the ongoing rodent problem weakening and destroying critical levees and ditches at the White Slough Water Pollution Control Facility , staff recommends authorizing the City Manager to execute a Professional Services Agreement with Area Wide Exterminators, Inc. , of Stockton , for rodent control services, in the amount of $356,004.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a three-year Professional Services Agreement with Area Wide Exterminators, Inc., of Stockton, California, for rodent control services at White Slough Water Pollution Control Facility, in the amount of $356,004; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above- referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: February 15, 2023
======================================================================== I hereby certify that Resolution No. 2023- ____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held February 15, 2023, by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-____
AGENDA ITEM C-07

COUNCIL COMMUNICATION
APPROVED: _________________________________________
Stephen Schwabauer, City Manager
\\cvcfilv02\pubwks$\WP\COUNCIL\2023\CC_ Durst Amend No 1.doc 2/1/2023 AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No. 1 to Professional Services Agreement with Durst Office Designs, Inc., of Stockton, for Citywide Purchase and Installation of Office Systems Furniture ($30,000) MEETING DATE: February 15, 2023
PREPARED BY: Public Works Director
RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute Amendment No. 1 to Professional Services Agreement with Durst Office Designs, Inc., of Stockton, for citywide purchase and installation of office systems furniture in the amount of $30,000.

BACKGROUND INFORMATION: Previous Council action has established Haworth Unigroup Furniture (Haworth) as the City’s preferred office furniture manufacturer in order to maintain consistent office systems furniture designs at City facilities.

Durst Office Designs, Inc. is the local Haworth representative and utilizes the OMNIA U.S. Communities contract. On August 20, 2021, the City entered into a Professional Services Agreement with Durst Office Designs, Inc. to facilitate office systems furniture needs in City facilities over the initial term of three years with the option of extending for two additional one-year terms. The total not-to-exceed amount was $60,000.

Due to many departments expanding, many office upgrades are in need to accommodate additional staffing.

In addition, many of our existing office systems are worn, stained, dissonant with the newer office systems, and are in need of replacement. Amendment No. 1, if approved, will provide funding to address these additional needs through the end of the original contract term.

Staff recommends Council adopt a resolution authorizing the City Manager to execute Amendment No. 1 to Professional Services Agreement with Durst Office Designs, Inc., of Stockton, for citywide purchase and installation of office systems furniture in the amount of $30,000 for a total contract amount of $90,000.

FISCAL IMPACT: Funding for future needs will come from various operating accounts depending on the City facility.

FUNDING AVAILABLE: Funding is budgeted in the various department operating accounts. ________________________
______________
Andrew Keys
Deputy City Manager/Internal Services Director
_______________________________

Charles E. Swimley, Jr.

Public Works Director
CES/AC/cd
Attachment

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH DURST OFFICE DESIGNS, INC., OF

STOCKTON, FOR CITYWIDE PURCHASE AND INSTALLATION OF OFFICE

SYSTEMS FURNITURE
========================================================================

WHEREAS, previous Council action has established Haworth Unigroup Furniture (Haworth) as the City’s preferred office furniture manufacturer in order to maintain consi stent office systems furniture designs at City facilities; and

WHEREAS, on August 20, 2021, the City entered into a Professional Services Agreement with Durst Office Designs, Inc. , to facilitate office systems furniture needs in City facilities over the initial term of three years in the amount of $60,000; and

WHEREAS, due to many departments expandi ng, many office upgrades are needed to accommodate additional staffing and many existing office systems are worn, stained, dissonant with the newer office systems, and are in need of replacement; and

WHEREAS, staff recommends authorizing the City M anager to execute Amendment No. 1 to the Professional Services Agreement with Durst Office D esigns, Inc., of Stockton, for Citywide purchase and installation of offi ce systems furniture in the amount of $30,000, for a total contract amount of $90,000.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Durst Office Designs, Inc., of Stockton, California, for C itywide purchase and installation of office systems furniture in the amount of $30,000, for a total contract amount of $90,000; and

Dated: February 15, 2023
=======================================================================

I hereby certi fy that Resolution No. 2023-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held February 15, 2023 by the following votes:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-_____
AGENDA ITEM C-08

COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Professional Service Agreement with Quest Media and Supplies, Inc., for the Installation, Replacement and Network Monitoring of the Video Surveillance Infrastructure at the City’s Municipal Service Center for a total of ($122,400)
M
EETING DATE: February 15, 2023
P
REPARED BY: City Manager
RE
COMMENDED ACTION: Adopt resolution authorizing City Manager to execute amendment No. 2 to Professional Service Agreement with Quest Media and Supplies, Inc., for video surveillance installation, network health monitoring and technical support. ($122,400)
B
ACKGROUND INFORMATION: A modern video surveillance system improves the protection of City assets, which includes cash, infrastructure and Staff. The enhanced video resolution and coverage angles improve identification of faces and vehicles. The Municipal Service Center (MSC) relies on a surveillance System that has reached end of life. The system consists of 7 existing cameras that are offline and an antiquated gate system that uses a push button call box to allow visitors and Staff to gain access to MSC. The card swipe system that allow Staff to open the gate dials a phone number to activate the opening of the gate. Over the years, that phone number has been shared to staff and non-city personnel, allowing anyone to call the number from a remote site, or mobile phone, and open the gate. The phone number has never been changed allowing persons not affiliated with the City, and who have the phone number, access to MSC without City Staff knowledge.

On August 17, 2022, Council adopted a resolution authorizing City Manager to execute Professional Service Agreement with Quest Media & Supplies, Inc., of Roseville , for the continued installation of new cameras , maintenance, health monitoring of the surveillance network and specific cameras enrolled in the service. The Professional Service Agreement expires August 31, 2027. On December 7, 2022, Council approved Amendment No. 1 to install new cameras, replace old units at the City’s parking garage and Transit station. The Amendment added an additional $55,000 to the original contract for a total of $149,640 for the remainder of the contract.

S
taff, working with Quest , identified an additional 18 cameras needed at MSC, expanding the surveillance network. Quest will incorporate three of the existing cameras into the City’s surveillance network and replace three cameras that have reached end of life. The existing intercom/camera system for the front gate will be replaced with a system that eliminates the phone number currently used to open the gate. The intercom/camera will integrate into the City’s surveillance network. The cameras at MSC will be included as part of the ongoing maintenance and network monitoring by Quest’s network operations center. The monitoring is billed monthly by Quest, adding a total of $17,820 for the life of the contract.

APPROVED: ________________________________
Stephen Schwabauer, City Manager

The video surveillance system is run by a control server on premise in the City’s data center. The server is reaching the maximum threshold of cameras managed by a single server . To avoid performance issues with recordings and camera management, as second redundant server will be added to the system. Quest will supply and install a secondary unit for $35,000.

Staff recommends authorizing the City Manager to execute Amendment No. 2 to the Professional Service Agreement with Quest Media & Supplies, Inc., of Roseville, for the purchase, installation, support and network monitoring of the video surveillance system for City’s MSC facility. The approximate cost of the project, $87,820, of which $70,000 will be the purchase and installation of cameras and intercoms and $17,820 will fund network monitoring of the cameras at MSC by Quest for the remainder of the contrac t. A second control server will be added to the network, allowing for increased performance and redundancy to the video surveillance network, $35,000. Added to the existing contract of $9 4,640 and Amendment No.1 at $55,000, for a total of $2 72,040 over the remaining life of the contract, expiring August 31st, 2027. The monitoring and maintenance service will be billed monthly increased to $2,000 for a total of $114,400. The monthly fee will be funded by the following accounts:

Fund Percentage Account
General Fund 32% 10020203.72499
Electric Utility 43% 50060001.72499
Wastewater 9% 53503001.72499
Water 12% 56052001.72499
Transit 4% 60054105.72499

FUNDING IMPACT: Funding to be payed from the Information Technology annual budget (10020400.72450) for the expense of the new server. The new cameras will be distributed to the division operating account . Ongoing t echnical support and monitoring provided by Quest in connection with the services provided under this agreement shall be billed by Quest on a monthly basis pursuant to the rate schedule agreed upon in the original contract.

Fund Percentage Project Amount Account
Transit 24% $25,356 PWTR-22002
Electric Utility 24% $25,356 50060001.72499
Water Department 7% $9,335.50 53053001.72499
Waste Water 7% $9,335.50 56052001.72499
Information Tech. $35,000 64299000.77030

FUNDING AVAILABLE: Funding is budgeted in the 2022-23 operating account of Information Technology or in the operating accounts associated with the location of the project or repair.

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

Quest Technology Management | (916) 338-7070 | www.questsys.com We have prepared a quote for you
Maintenance Yard CCTV
Quote # 016832 Version 3
Prepared for: Prepared by:

City of Lodi Bill Dickens

Products
Description Price Qty Ext. Price
Avigilon ACC7 Enterprise Camera License $267.80 19 $5,088.20

6.0 MP WDR, LightCatcher, 4.9-8mm f/1.8 P-iris lens, Integrated IR, Next-Generation Analytics
$1,281.59 5 $6,407.95

8.0 MP (4K) WDR, LightCatcher, 4.9-8mm f/1.8 P-iris lens, Integrated IR, Next-Generation Analytics
$1,495.68 10 $14,956.80
Avigilon Junction Box For Bullet Camera $89.74 15 $1,346.10 3x 8 MP, WDR, LightCatcher, 4mm, Camera Only $2,093.95 2 $4,187.90 Avigilon Corner Mount Bracket $89.74 2 $179.48
Avigilon Pendant Mount Adapter $159.54 2 $319.08
Avigilon IR Illuminator for Multisensor $329.04 2 $658.08 Avigilon Smoked Dome Cover for Multisensor $159.54 2 $319.08 Avigilon PoE++ 60W Injector $149.56 2 $299.12
Avigilon Wall Mount Bracket $94.73 2 $189.46
AIPhone Ip Video Door Station, SIP Compatible, Vandal Resistant, Surface Mount, Aluminum Die Cast Cover
$1,173.20 2 $2,346.40
AIPHONE Ip-PBX For IX Series, 500 Users $498.74 1 $498.74 CAT6 Plenum Cable Blue $319.14 4 $1,276.56
CAT6 OSP, 1K Reel $622.70 1 $622.70
3/4" J-Hook, with Stringer Clip, Box $175.50 2 $351.00
3/4" Screw On J-Hook, Box $143.00 3 $429.00
1" Hammer On J-Hook, Box $455.00 2 $910.00
Panduit Tak-Tape Hook & Loop Cable Tie Rolls $93.55 1 $93.55 Uniprise Category 6 U/UTP Patch Cord, RJ45 to RJ45, 4-Pair, Non- Plenum, Blue Jacket, 3 FT
$7.10 17 $120.70
CAT6 Data Jack, Blue $8.63 17 $146.71
24 port modular patch panel $59.22 5 $296.10
Misc, Consumables $1,625.00 1 $1,625.00
Page: 2 of 6Quest Technology
Management
9000 Foothills Blvd Suite 100 Roseville, CA 95747
Products
Description Price Qty Ext. Price
Estimated Taxes $3,437.71 1 $3,437.71
Estimated Freight $3,256.24 1 $3,256.24
Subtotal: $49,361.66
Project
Scope of Work Price
Installation
Public Works BLDG:

Provide and install horizontal cable support for new cabling.

Provide, install, terminate, test and label (1) CAT6 plenum data cable to (4) camera locations.

Provide, install, terminate, test and label (1) CAT6 OSP data cable to (2) intercom locations.

Provide, install and configure (1) 8MP Bullet to cover NE yard from back corner of Public Works building.

Provide, install and configure (3) 6MP Bullets to cover front driveway and parking lot.

Provide, install and configure (2) Aiphone video intercoms on driveway island.

Provide, install and configure (1) Aiphone PBX in IT Closet.

Configure Aiphone to call to specific destination and tie intercoms in to release gate.

Shop SE of Bus Wash:

Provide and install horizontal cable support as needed.

Provide, install, terminate, test and label (1) CAT6 data cable to (2) camera locations.

Provide, install and configure (1) 270 degree multisensor on the NE corner of shop building to cover general area.

Provide, install and configure (1) 8MP Bullet to cover Natural Gas area.

No Patch panel will be used in this building.

Garage and Bus Wash BLDG:

Provide and install horizontal cable support as needed.

Provide, install, terminate, test and label (1) CAT6 data cable to (3) camera locations.

Provide, install and configure (1) 270 degree multisensor on SW corner to cover general area.

Provide, install and configure (1) 6MP Bullet to capture Bus Driver entering Bus Wash.

Page: 3 of 6Quest Technology
Management
9000 Foothills Blvd Suite 100 Roseville, CA 95747
Project
Scope of Work Price
Provide, install and configure (1) 6MP Bullet to cover Fueling Station.

Shop BLDG & Dept Offices:

Provide and install horizontal cable support as needed.

Provide, install, terminate, test and label (1) CAT6 data cable to camera on NE corner of Dept. Offices.

Provide, install, terminate, test and label (1) CAT6 OSP cable to corner of covered storage.

Provide, install and configure (1) 8MP Bullet to cover front of offices.

Provide, install and configure (1) 8MP Bullet to cover road down through cable storage lot.

Pull stream from (1) existing camera by NE corner of Dept. Offices into Avigilon.

Warehouse:

Provide and install horizontal cable support as needed.

Provide, install, terminate, test and label (1) CAT6 data cable to (1) camera location.

Provide, install and configure (1) 8MP Bullet to cover Fleet Yard between Warehouse and Fleet Shop.

Provide, install and configure (2) 8MP Bullet cameras to replace existing corner cameras.

Fleet Shop:

Provide and install horizontal cable support as needed.

Provide, install, terminate, test and label (1) CAT6 data cable to (3) camera locations.

Provide, install and configure (1) 8MP Bullet to cover front of Fleet Shop.

Provide, install and configure (1) 8MP Bullet to cover Skate Park from east side of Fleet Shop.

Provide, install and configure (1) 8MP Bullet to cover back materials storage.

Assumptions:

Work will be completed during normal business hours.

Lift will be provided by Customer.

Exclusions:

High Voltage Electrical work
Permitting
Notes:

Adding these cameras to existing server likely to bog down server capabilities.

Page: 4 of 6Quest Technology
Management
9000 Foothills Blvd Suite 100 Roseville, CA 95747
Project
Scope of Work Price
Proposal for additional server sent separately as requested.

Subtotal: $20,020.00
Shipping
Description Price Qty Ext. Price
Freight Charges Shipping will be added at the time of the bill. $0.00 1 $0.00 Subtotal: $0.00
Sales Tax
Sales tax to be added and calculated per current state and local municipalities rates at time of invoice.

Page: 5 of 6Quest Technology
Management
9000 Foothills Blvd Suite 100 Roseville, CA 95747
Maintenance Yard CCTV
Prepared by: Prepared for: Quote Information:

Quest Technology Management City of Lodi Quote #: 016832 Bill Dickens
(916) 338-7070
[email protected]
1331 S. Ham Lane
Lodi, CA 95242
Benjamin Buecher
(209) 333-5548
[email protected]
Version: 3
Delivery Date: 12/22/2022
Expiration Date: 01/14/2023
Quote Summary
Description Amount
Products $49,361.66
Project $20,020.00
Total: $69,381.66
Quest is hereby authorized to furnish all materials and labor to complete the work specified in this proposal, for which I/we agree to pay the contract price mentioned in this proposal, and according to the terms thereof.

In the event that an action at law or in equity is brought in any public court or private dispute resolution forum to enforce or interpret the terms of this agreement, the prevailing party shall be awarded reasonable attorneys' fees, photocopying expenses, etc.

I/we have read and agree to the provisions contained herein, and in any attachments that are made a part hereof and are described in the proposal.

Quest Technology Management City of Lodi
Signature:

Name: Bill Dickens
Title: Physical Security Engineer
Date: 12/22/2022
Signature:

Name: Benjamin Buecher
Date:

Shipping and Sales tax to be added and calculated per current state and local municipalities rates at time of invoice.

Signature:

Name: Benjamin Buecher
Date:

Page: 6 of 6Quest Technology
Management
9000 Foothills Blvd Suite 100 Roseville, CA 95747
Quest Technology Management | (916) 338-7070 | www.questsys.com We have prepared a quote for you
Redundant Server + Failover Licensing
Quote # 016842 Version 1
Prepared for: Prepared by:

City of Lodi Bill Dickens

Products
Product Details Qty
Avigilon 64 TB (80 TB Raw) NVR5 Premium with Microsoft Windows 10 v1809 LTSC and Avigilon Control Center, includes one NEMA 5-15P/C13 & one C13/C14 Power Cord
1 ACC 7 ENT failover channel 60
Estimated Tax 1
Estimated Freight 1
Subtotal: $33,639.20
Project
Scope of Work Price
Installation
Provide, install and configure (1) 64TB NVR in available rack space.

Load balance cameras between servers.

Configure failover settings.

Subtotal: $1,085.00
Shipping
Description Price Qty Ext. Price
Freight Charges Shipping will be added at the time of the bill. $0.00 1 $0.00 Subtotal: $0.00
Sales Tax
Sales tax to be added and calculated per current state and local municipalities rates at time of invoice.

Page: 2 of 3Quest Technology
Management
9000 Foothills Blvd Suite 100 Roseville, CA 95747
Redundant Server + Failover Licensing
Prepared by: Prepared for: Quote Information:

Quest Technology Management City of Lodi Quote #: 016842 Bill Dickens
(916) 338-7070
[email protected]
215 W Elm St.

Lodi, CA 95240
Benjamin Buecher
(209) 333-5548
[email protected]
Version: 1
Delivery Date: 12/02/2022
Expiration Date: 01/16/2023
Quote Summary
Description Amount
Products $33,639.20
Project $1,085.00
Total: $34,724.20
Quest is hereby authorized to furnish all materials and labor to complete the work specified in this proposal, for which I/we agree to pay the contract price mentioned in this proposal, and according to the terms thereof.

I/we have read and agree to the provisions contained herein, and in any attachments that are made a part hereof and are described in the proposal.

Quest Technology Management City of Lodi
Signature:

Name: Bill Dickens
Title: Physical Security Engineer
Date: 12/02/2022
Signature:

Name: Benjamin Buecher
Date:

Shipping and Sales tax to be added and calculated per current state and local municipalities rates at time of invoice.

Signature:

Name: Benjamin Buecher
Date:

Page: 3 of 3Quest Technology
Management
9000 Foothills Blvd Suite 100 Roseville, CA 95747
Quest Technology Management | (916) 338-7070 | www.questsys.com We have prepared a quote for you
Addendum to MS #56502 - MSC Camera Additions
Quote # 016886 Version 1
Prepared for: Prepared by:

City of Lodi Bill Dickens

Project
Scope of Work Price
Scope of Work
Quest is pleased to provide this proposal to add (18) cameras to the existing agreement:

Monitor the up / down status of all endpoint devices included in the system.

Monitor the health of all servers, networked-video-recorders, and their components included in the system.

Upon detection of any irregularities, Quest's Network Operation Center (NOC) will open a ticket and assign to a Quest engineer for troubleshooting and / or evaluation.

Quest will also alert the customer (City of Lodi) in the event of any irregularities and provide the ticket number and status.

Quest will autonomously schedule and / or dispatch any onsite technicians or engineers on an as-needed basis.

Quest will replace / repair / maintain all endpoint devices during the life of the contract as needed, barring intentional physical damage or misuse of the hardware.

Quest will provide, install, and configure a DGE Extension to allow remote access to servers and cameras through its secure Traverse Datacenter for maintenance, troubleshooting, and monitoring.

Quest will provide 24 / 7 access to its Network Operation Center (NOC) for ticketing and service-related requests.

New Monthly Cost For Remainder Of Term: $1,818.00
Total Additional Cost Over Remainder Of Contract: $17,820.00 Subtotal: $0.00
Shipping
Description Price Qty Ext. Price
Freight Charges Shipping will be added at the time of the bill. $0.00 1 $0.00 Subtotal: $0.00
Sales Tax
Sales tax to be added and calculated per current state and local municipalities rates at time of invoice.

Page: 2 of 3Quest Technology
Management
9000 Foothills Blvd Suite 100 Roseville, CA 95747
Addendum to MS #56502 - MSC Camera Additions
Prepared by: Prepared for: Quote Information:

Quest Technology Management City of Lodi Quote #: 016886 Bill Dickens
(916) 338-7070
[email protected]
215 W Elm St.

Lodi, CA 95240
Benjamin Buecher
(209) 333-5548
[email protected]
Version: 1
Delivery Date: 12/15/2022
Expiration Date: 01/29/2023
Quote Summary
Description Amount
Project $0.00
Total: $0.00
Quest is hereby authorized to furnish all materials and labor to complete the work specified in this proposal, for which I/we agree to pay the contract price mentioned in this proposal, and according to the terms thereof.

I/we have read and agree to the provisions contained herein, and in any attachments that are made a part hereof and are described in the proposal.

Quest Technology Management City of Lodi
Signature:

Name: Bill Dickens
Title: Physical Security Engineer
Date: 12/15/2022
Signature:

Name: Benjamin Buecher
Date:

Shipping and Sales tax to be added and calculated per current state and local municipalities rates at time of invoice.

Signature:

Name: Benjamin Buecher
Date:

Page: 3 of 3Quest Technology
Management
9000 Foothills Blvd Suite 100 Roseville, CA 95747
General Cameras
Video Surveillance upgrade at MSC - 21 Cameras
General Cameras These cameras are split 3 ways
6 new cameras They watch the common areas like gates
SOC Monitoring / 55 months $18 monthly per camera
2 intercom for gate and fuel station.
8 enterprise lic.

SOC Monitoring / 55 months $18 monthly per camera
5 enterprise lic.

Transit
5 new cameras
General Cameras
3 new cameras
Public Works
3 enterprise lic.

SOC Monitoring / 55 months $18 montly per camera
General Cameras
5 enterprise lic.
4 new cameras
Electric Util.

SOC Monitoring / 55 months $18 monthly per camera
$8,468 $25,356 one time

EU = $8468
Dept. Monthly = $36
$25,402 Transit = $8468
PW = $8468
$16,044
Dept. Monthly = $126
$8,468 $25,356 one time
$9,359
Dept. Monthly = $90
$8,468 $18,671 one time
$16,044
Dept. Monthly = $126
RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH QUEST MEDIA AND SUPPLIES, INC., OF

ROSEVILLE, FOR INSTALLATION, REPLACEMENT AND NETWORK

MONITORING OF VIDEO SURVEILLANCE INFRASTRUCTURE AT THE

MUNICIPAL SERVICE CENTER
============================================================================

WHEREAS, the Municipal Service Center (MSC) relies on a standalone video surveillance system that has many cameras that are offline and end of life; and

WHEREAS, MSC has inadequate surveillance coverage for major portions of the facility; and

WHEREAS, the current video surveillance control server is reaching its capacity to control and record additional cameras , requiring an additional control server be added for retentions and redundancy; and

WHEREAS, on August 17, 2022 the Council adopted Resolution No. 2022-202 authorizing the City Manager to execute a Professional Services Agreement with Quest Media and Supply , Inc., of Roseville, for the purchase and installation of video surveillance system and maintenance plan in the amount of $94,640. Amendment No. 1 was authorized by Council on December 7, 2022 and included a surveillance system upgrade to the City’s parking garage and Transit Center in the amount of $55,000. Amendment No. 2 will add $122,400 to the agreement, for a total contract amount of $272,040; and

WHEREAS, staff recommends that the City Council authorize the City Manager to execute Amendment No. 2 to the Professional Services Agreement with Quest Media and Supplies, Inc., of Roseville, for purchase and installation of a new control server and video surveillance cameras at MSC, including system support and maintenance plan, in the amount of $122,400.

NOW, THERE FORE, BE IT RESOLVED that the City Council does hereby authorize the City Manager to execute Amendment No. 2 to the Professional Services Agreement with Quest Media and Supplies, Inc., of Roseville, California, for the Municipal Service Center video surveillance system installation and equipment replacement and the purchase and installation of a new video control server in the amount of $122,040, to be funded as outlined below.

Fund Percentage Project
Amount
Account
Transit 24% $25,356 PWTR-22002
Electric Utility 24% $25,356 50060001.72499
Water Department 7% $9,335.50 53053001.72499
Waste Water 7% $9,335.50 56052001.72499
Information Tech. $35,000 64299000.77030

The monthly fee will be funded by the following accounts:

Fund Percentage Account
General Fund 32% 10020203.72499
Electric Utility 43% 50060001.72499
Wastewater 9% 53503001.72499
Water 12% 56052001.72499
Transit 4% 60054105.72499
BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above-referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Date: February 15, 2023
============================================================================

I hereby certify that Resolution No. 2023-___ was passed and adopted by the Lodi City Council in a regular meeting held February 15, 2023, by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-____

AGENDA ITEM C-09

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
S tephen Schwabauer, City Manager
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No 3 with Civic Plus, of Manhattan, KS, for Additional SMS Subscriptions and Staff Training ($5,000) M
EETING DATE: February 15, 2023
P
REPARED BY: Information Technology Manager
RE
COMMENDED ACTION: Adopt resolution authorizing City Manager to execute Amendment 3 of Professional Service Agreement with Civic Plus, of Manhattan, KS, for additional texting services for Notify Me module and staff training. ($5,000) B
ACKGROUND INFORMATION: An organization’s web presence is critical to communicating with its customers. A robust online and particularly mobile platform is crucial to disseminating information to residents, businesses and visitors. With the current pandemic, the City needs to modernize their approach to interacting with citizens. February 2018 the City entered into a three year Professional Service Agreement with CivicPlus for the redesign, development and hosting of the City’s website. July of 2018, City Council approved resolution 2018-52 enacting Amendment No. 1 for consulting services in developing the City’s logo and branding, $7,000. In February of 2021 the City Council approved Resolution 2021-28 enacting Amendment No. 2, professional service agreement for an additional three years and added CivicOptimize as a new service, $81,360.84.

The City utilizes a module in the Civic Plus platform called “Notify Me”. This module uses texting services (SMS) to deliver notices to staff and citizens who enroll to receive updates on change to the website or various City calendars and events. This includes receiving SMS messages when the City posts emergency notifications to the City’s website.

T
his past fall, during the power outages, the City experienced an influx of citizens enrolling into the “Notify Me” service. The City had exceeded its quota of SMS subscriptions for users to receive SMS messages. Staff requested from Civic Plus to increase the number of subscribers by 2,000 for a total of 3,000 SMS subscribers, in an effort to meet additional demand during the incident, $4,000.

S
ince the launch of the Civic Plus platform in 2017, there has been significant turnover of staff responsible for maintaining the portions of the website. The responsibility of maintaining the pages are distributed to the departments that own the content. New staff have moved into many of those roles and would benefit from formal training by Civic Plus, $1,000.

It is the staffs’ recommendation to execute amendment No. 3 to expand the availability “Notify Me” in Civic Plus platform to allow for an additional 2,000 subscribers, adding $4,000 to the overall contract. And purchase time for additional training for new staff to become more efficient at managing the City’s content on the website, adding an additional $1000 to the overall contract, for a total contract of $86,360 over 3 years.

FUNDING IMPACT: 63% of Information Technology costs are attributed to the General Fund and General Fund supported departments. The remaining 37% is allocated to other funds based on their allocated share of Information Technology support services.

FUNDING AVAILABLE: Costs are included in the FY 2022/23 Budget 10020400.72450.

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1

PARTIES AND PURPOSE
Section 1.1 ÈÉieg
TH|S AGREEMENT is entered into onÉb 13 2017, by and between the clTY oF LODI, a municipal corporation (hereinafter "CITY"), and ICON Enterprises, lnc., a Kansas corporation, doing business in California as CivicPlus (hereinafter'CONTRACTOR').

Section 1.2 Puroose
CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference.

CITY wishes to enter into an agreement with CONTRACTOR for website redesign and hosting service of the City's website (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY.

ART¡CLE 2_.lgQPE

OF SERVICES
Section 2.1 Scooe of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A.

Section 2.2 Time For Commencement and Gomoletion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services.

CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services.

CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to I
EXHIBIT 1
weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments.

Section 2.3 Meetinos
CONTRACTOR shallattend meetings as may be setforth in the Scope of Services.

Section 2.4 Staffina
.

CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change.

CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement.

Section 2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement.

Section 2.6 Term
The term of this Agreement commences on February 7th, 2018 and terminates upon the completion of the Scope of Services or on February 7th, 2021 whichever occurs first. 2 ARTICLE 3

COMPENSATION
Section3.l 9gruensatign
CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit A and incorporated by this reference.

CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY.

SectionS.2 @
CONTRACTOR shall submit invoices for completed work as agreed upon in Exhibit A. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal.

Section 3.3 Costs
The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY.

Section 3.4 Auditino
CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit.

CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement.

CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 3 ARTICLE 4

MISCELLANEOUS PROVISIONS
Section4.l Nondiscrimination
ln performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexualorientation, maritalstatus, national origin, ancestry, age, or any other criteria prohibited by law.

Section 4.2 ADA Compliance
ln performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Notwithstanding the foregoing, CITY warrants and agrees that ongoing ADA Section 508 compliance as it relates to CITY's web presence shall be the ongoing responsibility of CITY.

Section 4.3 lndemnification and Responsibilitv for Damaoe CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers.

CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. lf CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein.

Section 4.4 No Personal Liability
Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement.
4 Section 4.5 Resoonsibilitv of GITY
CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein.

Section 4.6 lnsurance RequirementsforCONTRAGTOR
CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference.

Section 4.7 Successors and Assions
CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign ortransferany interest in this Agreementwithout the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY.

Section 4.8 Notices
Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows:

To CITY: City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
To CONTRACTOR: Civic Plus
302 S. 4th Street, Suite 500
Manhattan, KS 66502
Section 4.9 Coooeration of CITY
CITY shallcooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services.

Section 4.10 GONTRACTOR is Not an Emolovee of CITY
CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to 5 Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment ofthe services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof .

Section 4.1 1 lerninalign
CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least sixty (60) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase.

Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon thisAgreement.

Section 4.1 2 9cnl¡de$¡el¡Iy
CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary'', except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act.

Section ¿.tg
This Agreement shall be governed by the laws of the State of California.

Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. lf any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. ln the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. 6 Section 4.14 Citv Business License Reouirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder.

Section 4.15 9gpligns
The captions of the sections and subsections of this Agreement are lor convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder.

Section 4.16 lnteoration and Modification
This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties.

Section 4.17 Contract Terms Prevail
All exhibits and this Agreement are intended to be construed as a single document.

Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shallprevail.

Section 4.1 I Ser¿eraþilily
The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement' Section 4.19 Ownership of Documents
All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in finalform, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY.

Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendardays.

CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended.
7 Section 4.20 Aglbg¡ily
The undersigned hereby represent and warrant that they are authorized by the parties to execute lhis Agreement.
lN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written.

CITY OF LODI, a municipal corporation
ATTEST:

J
Clerk
APPROVED AS TO FORM:

JANICE D. MAGDICH, City Attorney
Attachments:

Exhibit A - Scope of Services
Exhibit B - lnsurance Requirements
Funding Source:
(Business Unit & Account No.)
Doc lD:

CA:Rev.01.2015
City Manager
ICON Enterprises,lnc. doing business
in California as
CIVICPLUS, INC.

By:

Name:

Tiile:Drø *i?)emt
I
c t
Exhibit A for Lodi, cA
Exhibit A - CivicPlus Statement of Work #1
Project Development and Deployment
o First Year Annual Services (lnitial GCMS@ upgrades, maintenance, support and hosting) . Server Storage not to exceed 25 GB
. Services and Deliverables as described in Addendum 1
. Up to 900 pages of content migration from www.lodi.qov . Ongoing recurring 48-month redesign, as described in Addendum 2 o 3 Years of Agendas & Minutes in PDF or DOC format migrated Project Enhancements
o 4 Days Onsite Navigate Consulting
. SSL Certificate
¡ LDAP
. CivicEngage Media with l0 GB additional storage
¡ CivicEngage Send
o CivicEngage Mobile
o MobileAdmin App for Alert Center
o Design Essentials
¡ lntranet Subsite (includes annual services with SSL certificate and 20 pages of content $81,597
lncluded
m
Train for to 12 Client Staff Memberse4 Onsite I
Annual Services (Continuing GCMS@ Enhancements, Maintenance, Support and 860$7,Hosting) to annual 5%o increase 4 andBilled 12 months from SOW
$81,597Total Fees Year 1
Total Annual Services $7,860
CivicPlus Advantage
Annual lnvestment
Payments
l"t Year 2nd Year 3'd Year
$32,439 $32,439 $32,439
At the request of Client, CivicPlus agrees to redistribute their standardized pricing as follows L Performance and payment under this SOW shall be subject to the terms & conditions of the Agreement by and between Client and CivicPlus, to which this SOW #1 is hereby attached.

2. This SOW #1 shall remain in effect for an initial term of three years (36 months) ("the SOW #1 lnitial Term") from signing. ln the event that neither party gives 60 days' notice to terminate prior to the end of the initial or any subsequent renewal term, this Agreement will automatically renew for an additional 1-year Renewal Term.

3. lnvoicing shall begin upon the date of signing of this SOW #1 as detailed in CivicPlus Advantage Annual lnvestment Payments. Subsequent Annual lnvestment Payments shall be invoiced on the dates of signature of their respective calendar years.

4. Renewal Term Annual Services shall be invoiced on the date of signature of relevant calendar years. Annual serv¡ces, including but not limited to hosting, support and maintenance services, shall be provisioned in accordance with Addendum 3 to this SOW #1 and shall be subject lo a 5o/o annual increase beginning in Year 4 of service.

5. Client allows CivicPlus to display a "Government Websites by CivicPlus" insignia, and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this SOW #1 assumes such perpetual permission.

CivicPlus .302 S. 4th Street, Suite 500 . Manhattan, KS 66502'www.CivicPlus.com Toll Free 888-228-2233. Accounting Ext. 291 'Support Ext. 307'Fax 785-587-8951 v. cPA03.01.165-0001
Exhibit A Page 1 of 5
C t
Exhibit A ror Lodi, cA
Addendum 1 to Exhibit 4.1 - Project Development Division of Work Kick-Off
Deliverable: Project Timeline, training jump start information, online forms, kick-off meeting CivicPlus will:
. assign a project manager to this project
. conduct a Project Kick-off to review awarded
contract
r establish communication plan for the duration of the
project effort
. work with Client to identify all key internal and
external project stakeholders
o develop project timeline
o provide access to CivicPlus University (online
training manuals, videos and other resources) for the
Client staff
Client will:
¡ complete the following pr¡or to Phase 1: Website
Optimization Form, Content Form, and DNS Worksheet
. review and approve of project timeline within 5
business days
. attend a kick-off meeting with key stakeholders or
decision makers
. if modifications are required after the review of the initial project timeline, Client has 10 business days to address the modifications and come to a consensus
. approve the project timeline (limited to two reviews) prior to proceeding with the pro1ect
r update the current primary live website content and
delete any pages from the website that are no longer
wanted or needed
Phase 1: Website Optimization
Deliverable: Website Optimization Meeting
CivicPlus will:
. communicate status to Client, key stakeholders and
personnel via emails or phone calls as needed
¡ review the goals and expectations submitted on the
forms Client completed to ensure Client needs are
clearly understood
. gather preliminary design data for use
Client will provide:
¡ statistics from the current website from the past 12
months (optional)
r pictures to be used in the overall design of the new
website
o a list of all divisions and/or departments within the organization
. a list of third-party and in-house developed applications presently being utilized on the current website
. a site map or outline of the current website's
navigational structure if possible
¡ a list of any content on the current primary website that must remain as is (verbatim) because of legal
requirements
Phase 2: Design Presentation
Deliverable: Website grayscale layout and mood board color pallet presentation CivicPlus will:
r pros€nt one custom layout in grayscale form and one
mood board color palette based on the goals
determined in the previous phase. The presented
layout will show the placement of the navigation,
graphic button and feature areas. The mood board
will reflect the color and imagery that will represent
the tone of the design
. begin development of the website design upon layout
and mood board approval
Client will:
. approve one layout and the mood board
. review marketing packet material and guidelines
. Website Layout billing milestone complete
CivicPlus . 302 S. 4th Street, Suite 500. Manhattan, KS 66502 . www.CivicPlus.com Toll Free 888-228-2233. Accounting Ext. 291 . Support Ext. 307 'Fax 785-587-8951 v. cP403.01.165-0001
Exhibit A Page 3 of 5
ct Exhibit A for Lodi, CA
Phase 3: Website Reveal
Deliverable: Website design and production website
CivicPlus will:
o present a fully functional website on a production
URL
. migrate content pages to the production URL as
described in Exhibit A. 1 Statement of Work.
. conduct a quali$ review of the website to ensure the
functionality and usability standards are met
. work with Client to prepare for training
. migrate Agendas & Minutes in MicrosoftWord.DOC
or Adobe PDF format as described in Exhibit 4.1
Statement of Work.

Client will:
¡ evaluate the website design and content and provide
CivicPlus with feedback
. collaborate with CivicPlus on proposed changes
. revise the design according to the approved timeline
¡ if revised design changes are requested after the
design approval timeline date, the project's Go Live
date will be adjusted out (training and billing
milestones will remain as per approved timeline)
r provide CivicPlus will all the necessary DNS items
identified for the website
Phase 4: Website Review & Training (See Exhibit 4.1 Statement of Work for details) Deliverable: Train System Administrator(s) on GCMS@ Administration, permissions, setting up groups and users, module administration. Basic User training on pages, module entries, applying modules to pages. Applied use and usability consulting to result in effective communication through yourwebsite.

CivicPlus will:
o provided training to Client before the website goes
live
r train staff members based on ¡nternal daily tasks
and workflow
. train staff members on how to use the GCMS@,
update content pages and modules
Client will:
. provide a location for training in Client with internet access
. prov¡de computers for staff to be trained on
. Phase 4: Training billing milestone complete
Phase 5: Go Live
Deliverable: Custom website launched to the public.

CivicPlus will:
. address system issues and bugs that Client finds
¡ redirect the domain name to the newly developed
website as per approved timeline
Client will:
o test and update the final site as per approved timeline . notify CivicPlus on any system issues or bugs found in the website
CivicPlus . 302 S. 4th Street, Suite 500 . Manhattan, KS 66502 . \ M/w.Civ¡cPlus.com Toll Free 888-228-2233. Accounling Ext 291 . Support Ext. 307 . Fax 785-587-8951 v. cPA03.01.165-0001
Exhibit A Page 4 of 5
ct Exhibit A for Lodi, CA
Addendum 2 to Exhibit 4.1 - Redesign Details
CivicPlus .302 S. 4th Street, Suite 500. Manhattan, KS 66502 . www.Civ¡cPlus.com Toll Free 888-228-2233. Accounting Ext. 291 . Support Ext. 307 . Fax 785-587-8951 New design for all items originally contracted for (main site, department headers and subsites) Redevelop banner
Redevelop navigation method (may choose top drop-down or other options) Design setup - wireframe
Redevelop graphic elements of website (Newsflash, FAQs, Calendar, etc.) Project Management
Testing
Review
Content Migration - lncludes retouching of all existing published pages to ensure proper formatting, and application of new site styles. Note: Content will ¡g¡! be rewritten, reformatted or pages broken up (shortened or re-sectioned)
Site styles and page layouts will be touched so all pages match the new design and migrate cleanly Spelling and broken links will be checked and reported if unable to correct O
a
a
a
a
a
a
a
a
a
a
CivicPlus Project Development Services & Scope of Services for CP Basic Redesign
v. cP403.01 .165-0001
Exhibit A Page 5 of 5
Data Center a Highly Reliable Data Center
Managed Network I nfrastructure
On-Site Power Backup & Generators
Mu ltiple telecom/network providers
Fully redundant Network
Highly Secure Facility
2417 1365 System Monitoring
a
a
a
a
a
Hosting o Automated GCMS@ Software Updates
Server Management & Monitoring
Multi-tiered Software Architecture
Server software updates & security patches
Database server updates & security patches
Antivirus management & updates
Server-class hardware from nationally recognized provider Redundant firewall solutions
High performance SAN with N+2 reliability
a
a
a
a
a
a
Bandwidth a Multiple network providers in place
Unlimited bandwidth usage for normal business operations (does not apply in the event of a cyber attack)
22 Gbls burst bandwidtha
Disaster Recovery
a Emergency After-hours support, live agent (2417)
On-line status monitor at data center
Event notification emails
Guaranteed recovery TIME objective (RTO) of I hours
Guaranteed recovery POINT objective (RPO) of 24 hours
Pre-emptive monitoring for disaster situations
Multiple data centers
Geographically diverse data centers
a
a
o
a
a
DDoS Mitigation Defined DDoS Attack Process
. ldentify attack source
o ldentify type of attack
. Monitor attack for threshold engagement
C ) Exhibit A ror Lodi, cA
Addendum 3 to Exhib¡t A - Hosting, Support and Service Level Agreement Hosting Details
CivicPlus .302 S. 4th Street, Suite 500 . Manhattan, KS 66502 . www.CivicPlus.com Toll Free 888-228-2233. Accounting Ext. 291 . Support Ext. 307 . Fax 785-587-8951 v. s1403.01.16-000'l
Addendum 4Page 1 oÍ 4
C t Exhibit A for Lodi, GA
Support and Maintenance
Support Services
CivicPlus' on-site support team is available from 7:00 am to 7:00 pm CT to assist clients with any questions, concerns or suggestions regarding the functionality and usage of CivicPlus' GCMS@ and associated applications. The support team is available during these hours via CivicPlus'toll-free support number and e-mail. Support personnel will respond to calls as they arrive (under normal circumstances, if all lines are busy, messages will be returned within four hours; action will be taken on e-mails within four hours), and if Client's customer support liaison is unable to assist, the service escalation process will begin.

Emergency support is available 24-hours-a-day for designated, named Client points-of-contact, with members of both CivicPlus' pro1ect management and support teams available for urgent requests. Emergency support is provided free-of-charge for true emergencies (ie: website is down, applications are malfunctioning, etc.), though Client may incur support charges for non- emergency requests during off hours (ie: basic functionality / usage requests regarding system operation and management). The current discounted rate is $'17Slhour.

CivicPlus maintains a customer support website that is accessible 24-hours-a-day with an approved client username and password.

Service Escalation Processes
ln the event that CivicPlus'support team is unable to assist Client with a request, question or concern, the issue is reported to the appropriate CivicPlus department.

Client requests for additional provided services are fonrarded to CivicPlus' Client Care personnel.

Client concerns/questions regarding GCMS@ or associated application errors are reported to CivicPlus' technical team through CivicPlus' issue tracking and management system to be addressed in a priority order to be determined by CivicPlus' technical team All other requests that do not meet these criteria will be forwarded to appropriate personnel within CivicPlus' organization at the discretion of the customer support liaison.
lncluded Services:

Support Maintenance of CivicPlus GCMS@
7 a.m. - 7 p.m. (CST) Monday - Friday
(excluding holidays)
2417 Emergency Support
Ded icated Support Personnel
Usability lmprovements
lntegration of System Enhancements
Proactive Support for Updates & Fixes
Online Training Manuals
Monthly Newsletters
Routine Follow-up Check-ins
CivicPlus Connection
lnstall Service Patches for OS
System Enhancements
Fixes
lmprovements
lntegration
Testing
Development
Usage License
CivicPlus . 302 S. 4th Street, Suite 500 . Manhattan, KS 66502 'www.Civ¡cPlus.com Toll Free 888-228-2233. Accounting Ext. 291 ' Support Ext. 307 ' Fax 785-587-8951 v. s1403.01.16-0001
Addendum 4 Page 2 o'f 4
C t Exhibit A for Lodi, cA
CivicPlus Service Level Agreement
CivicPlus will use commercially reasonable efforts to make the GCMS@ available with a Monthly Uptime Percentage (defined below) of at least 99.9%, in each case during any monthly billing cycle (the "service Commitment"). ln the event CivicPlus does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

Definitions
o "Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the CGMS, was "Unavailable." Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Exclusion (defined below).
o "Unavailable" and "Unavailability" mean:
o The HTML of the home page of the site is not delivered in 10 seconds or less 3 times in a row when tested from inside our network and returns a status of 200.
o The Main page of the site returns a status other than 200 or 3O2 3 times in a row. ¡ A "service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.

Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront payments) for the month, beginning with the first full month of service, in accordance with the schedule below.

Monthly Uptime Percentage Service Credit Percentage
Less than 99.9% 1% of one month's fee
We will apply any Service Credits only against future payments otherwise due from you. Service Credits will not entitle you to any refund or other payment from CivicPlus. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless othenvise provided in the Client Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures
To receive a Service Credit, you must submit a claim by opening a case with Support. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

1. the words "SLA Credit Request" in the subject line;

2. the dates and times of each Unavailability incident that you are claiming,

3. the affected Site domains; and

4. Any documentation that corroborate your claimed outage lf the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualit you from receiving a Service Credit.

SLA Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination of GCMS@, or any other GCMS@ performance issues: (i) that result from a suspension; (ii) caused by factors outside of our reasonable control, including any force majeure event or lnternet access or related problems beyond the demarcation point of CivicPlus; (iii) that result from any actions or inactions of you or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that result from any maintenance as provided for pursuant to the Client Agreement; or (vi) arising from our suspension and termination of your right to use the GCMS@ in accordance with the Client Agreement (collectively, the "SLA Exclusions"). lf availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

CivicPlus . 302 S. 4th Street, Suite 500 ' Manhattan, KS 66502 'u¡ruw.CivicPlus.com Toll Free 888-228-2233. Accounting Ext. 291 'Support Ext. 307'Fax 785-587-8951 v. s1403.01.16-0001
Addendum4Page3of4
C ) Exhibit A ror Lodi, cA
Disaster Recovery Feature Service Commitment
CivicPlus will use commercially reasonable efforts to insure that in the event of a disaster that makes the Primary data center unavailable (defined below) Client site will be brought back online at a secondary data center (the "Service Commitment"). ln the event CivicPlus does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

Definitions
¡ "Datacenter availability" is determined by inability to provide or restore functions necessary to support the Service. Examples of necessary functions include but are not limited Cooling, Electrical, Sufficient lnternet Access, Physical space, and Physical access.
o A "service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account. . Recovery Time Objective (RTO) is the most anticipated time it will take to bring the service back online in the event of a data center event.
. Recovery Point Objective (RPO) the amount of data lost that is considered acceptable.

Service Gommitments and Service Credits
Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront payments) for the month accordance with the schedule below.

Recovery Time Objective
I Hours
Recovery Point Objective
24 Hours
Service Credit Percentage
10% of one month's fee
Service Credit Percentage
10o/o ol one month's fee
CivicPlus . 302 S. 4th Street, Suite 500 . Manhattan, KS 66502 . www.CivicPlus.com Toll Free 888-228-2233. Accounting 1rt.291. Support Ext. 307 . Fax 785-587-8951 v. s1403.01.16-0001
Addendum 4Page4oÍ4
c t
Exhibit A for Lodi, cA

6. After forty-eight (48) months of continuous service, Client is entitled to a no-cost redesign, details noted in Addendum 2.

Redesigns that include additional features not available on the original website may be subject to additional charges.

Additional features include, but are not limited to, additional modules and integration of third-party software.

7. The Client will be invoiced electronically through email. Upon request CivicPlus will mail invoices and the Client will be charged a $5.00 convenience fee.

Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this Agreement.

Glient CivicPlus
By: By:

Name: S I¿Pko^ S'l¡,¡ùttoat¡¡-r Name:
q-iTitle: Title:

Date:

CivicPlus .302 S. 4th Street, Suite 500'Manhattan, KS 66502'wwwCivicPlus.com Toll Free 888-228-2233. Accounting Ext. 291 'Support Ext. 307'Fax 785-587-8951 u(
Date:

AB¡novrd s
ATTESÎ
Clerk
v. cPA03.01.165-0001
Exhibit A Page 2 of 5

EXHIBIT C
lnsurance Requirements for Gontractor The Contractor shall take out and maintain during tle life of this @aslistedbelow.TheseinsurancepoliciesshallprotectConfactorandany subcontractor performing work covered by this Agreement from claims for damages for personal injury, including accidental deaih, as well as from claims for property damages, which may arise from Contractor's operations under this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or indirecüy employed by either of them, and the amount of such insurance shall be as follows:

I COMPREHENSIVE GENERAL LIABILITY
$1,000,000 Each Occunence
$2,000,000 General Aggregate

2. COMPREHENSIVEAUTOMOBILELIABILITY
$1,000,000 Combined Single Limit
Such insurance shall cover liability arising out of any vehicle (including, owned, hired and non-hired vehicles) operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form CA 0O 01 12 9Q, or a later version, that provides liability coverage at least as broad as this form.

5. ERRORS AND OMISSIONS / TECHNOLOGY
$1,000,000 Per Claim
$2,000,000 Annual Aggregate
Covering all acts, errors, omissions, negligence, network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other negligence in the handling of confidential information, privacy perils, and including coverage for related regutãtory defense and penalties; data breach expenses, and payable whether incurred by City of Lodi or Contractor, including but not limited to consumêr notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for, or on behalf of, City of Lodi. Such insurance shall be maintained in force at all times during the term of the agreement and provide an Extended Reporting Period (ERP) for a period of one year thereafter, for services completed during fre term of the agreement.

All limits are to be designated stricüy for the CiÇ of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or self-insured retentions (SlR) must be disclosed to City's Risk Mãnager for approval and shall not reduce the limits of liability set forth hereinabove. lnsurance policies containing any dãductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied by either tre Named lnsured(s) or the City of Lodi.

It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Confactor; whichever is greater.

Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.).

A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the CiÇ:
la) Additional Named lnsured Endorsement
@dorsement(lSoformcG2010(11/85)oralaterversion,thatprovidesliability coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as additional named insureds. An additional named insured endorsement is also required for Auto Liability. (b) Primarv and Non-Contibutorv lnsurance Endorsement
nOO¡t¡onal insurance coverage under the Contactor's policy shall be "primary and non-contibutory" and will not seek contibution fom City's insurance or self-insurance and shall be at least as broad as ISO form CG 20 01 04 13.

Page I I of2 pages I Risk rev.03.2016
AMENDMENT NO. I

CIVIC PLUS
P rofessional Services Agreement
THIS AMENDMENT NO. 1 TO AGREEMENT, is made and entered this fu day of .În\rr ,2018, by and between the CITY OF LODI, a municipal corporation (hereinafter'ÇlTY"¡, and CIVIC PLUS. (hereinafter "CONTRACTOR").

WITNE SSFTH:

1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement ("Agreement") on February 13, 2018, as set forth in Exhibit 1 and attached hereto;

2. WHEREAS, CITY requested to amend said Agreement as set forth in Exhibit 2; and

3. WHEREAS, CONTRACTOR agrees to said amendments.

NOW, THEREFORE, the parties agree to amend the Agreement and fees as set forth in Exhibit 2. CITY agrees to pay CONTRACTOR $7,000 for logo and branding development and $3,750 for Consulting. All other terms and conditions of the Agreement remain unchanged.
lN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 1 on the date and year first above written.

CITY OF LODI, a municipalcorporation CIVIC PLUS
STEP
City Manager
KJ
Attest:

IFER M toLo
Clerk
Approved as to
P

0.r
J
puty City Attorney
G çJ"y!.ç,,ADVIsE
Exhibit 2
Not to exceed $14,500
Research

2. Research
CivicAdvise Consulting

1. Envision

3. Align

4. Navigate

5. Optimize
Research Deliverables
r Usage analytics report
r Needs analysis
r Citizen survey deployed
r Citìzen survey results report
¡ lntegration needs assessment report
Better together
This is best when combined with Align
and Navigate consulting.

Uncover the critical components of your website
Gain a complete picture. Determine where you are and where you want to go Research is a one-day staff engagement paired with one-day of consultant behind-the-scenes analysis.

It is designed to review data and expose the critical components needed to ensure end-users have easy access to the material they need on the website. Attendees leave with the knowledge of what needs to be on their website (both design and content) and the ability to make data-driven decisions about the direction of the website.

Who is this course for? Web team or other appropr¡ate stakeholders.

A successful website implementation and integration means that stakeholders have taken the time to understand their audience's needs and have made a plan to address those needs via the website. ¡ Get citizen feedback, Deploy a citizen and/or employee survey to hear from end users and better understand their needs. Let them tell you where you're falling short and where they hope you establish areas for improvement or future development, r Conduct a gap analysis. Analyze current citizen interaction data (website, call logs and foot traffic) to find out how citizens are reaching you and what information they need. r Establish an lntegration Plan. Gather information about 3rd party applications that need to be replaced by or integrated into your new website. Avoid potential impediments at the end of the project.

What is the price? This two-day consultation starts at $7,500. Virtual, multi-week, or multi-year consultations are available.

How Can We Help You?
CivicPlus will help you identify goals and sustainment plans for your website project. Contact us to learn more about CivicAdvise today. 888-228-2233 xB88 | [email protected]
888.228.2233 * CivicPlus.com i 302 South 4th Street, Suite 500, Manhattan, KS óó502+ CivicPlus c)

CIVICPLUS
Remit to:
302 S 4th St. Suite 500
Manhattan, KS 66502
P 888-228-2233
F 785-587-8951
Order #
Date
Terms
PO#
Gontract Start Date
Contract End Date
Shipping Code (2)

HELPING COMMUNITIES ENGAGE & INTERACT
Renewal Estimate
29227
3t21t2018
Net 30
2t14t2018
2t13t2021
BillTo
Andrew Keys
City of Lodi
PO Box 3006
221W. Pine St
Lodi CA 95241
This estimate is provided to you as a best faith approximation of the annual fees for your next renewal period. lt is subject to change based on contract amendments and any activity that occurs before the start of your next renewal period. A formal invoice will be sent per contractual terms.

Total $3,750.00
3 Days Virtual Consulti
Approved by Benjamin
ng (6 - half-day blocks)
Buecher
625.00 3,750.00 3t21t20186
AmountRateotv Description Start Date End Date
Website Logo and Branding
The logo and branding package includes the initial consultation, evaluation of current logo, branding discussions, a portrait and landscape logo setup (for approved mark), supporting file types for digital and print reproduction, and a branding style gu¡de that can be utilized to further expand your new brand. Your branding style guide will also ensure the proper use of your logo and colors for internal team members and stakeholders.

Deliverables
r Logo & Wordmark
¡ Colors
¡ File-formats for print and digital reproduction
¡ Brand Standards Guide

CIVICPLUS
ct
302 S.4th Street I Manhattan, KS 66502 | 888.228.2233 | www.civicplus.com CÐ
c7

CIVICPLUS
Remit to:
302 S 4th St. Suite 500
Manhattan, KS 66502
P 888-228-2233 ext 291
F 785-587-8951
lnvoice #
Date
Terms
Due Date
PO#
Contract Start Date
Contract End Date
Shipping Code (2)
4t20t2018
2t14t2018
2t13t2021
Total
Amount Due

HELPING COMMUNITIES ENGAGE & INTERACT
I
170787
3t21t201
Net 30lnvoice
BillTo
Andrew Keys
City of Lodi
PO Box 3006
221W. Pine St.

Lodi CA 95241
Did you know?We now accept ACH payments.
lf you are interested, please email [email protected] or call (785) 370-7830. 7,000.00
$7,000.00
A Finance Charge of 1.5% Per Month Will Be Added To Past Due Accounts.

PAYMENT POLICY: Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s). 7,000.00 7,000.00 3t12t20181 Full Branding Package
Approved via email by Benjamin Buecher on
3t912018
ary Description Rate Amount Start Date End Date

CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US
Quote #: Q-29082-2
Date: 9/8/2022 12:06 PM
Expires On: 12/7/2022
Client:

LODI, CALIFORNIA
Bill To:

LODI, CALIFORNIA
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Megan Schindler x [email protected] Net 30
QTY Product Name DESCRIPTION PRODUCT
TYPE

4.00 Additional Notify Me SMS
Subscribers (500) - CivicEngage
Central
Additional Notify Me SMS Subscribers (500) Renewable
Total Investment - Year 1 USD 1,637.14
Annual Recurring Services (Subject to Uplift) USD 3,780.00 Total Days of Quote:159
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291• Support Ext. 307 • Fax 785-587-8951

Page 1 of 4 ends

EXHIBIT 2

1. This Statement of Work ("SOW") shall be subject to the terms and conditions of the Lodi CA - CivicEngage Statement of Work signed by and between the Parties (“the Agreement”). By signing this SOW, Client expressly agrees to the terms and conditions of the Agreement, as though set forth herein.

2. Client will be invoiced for the Total Investment - Year 1 (the sum of one-time costs and a prorated portion of the Annual Recurring Services) upon signing and submission of this SOW. The Annual Recurring Services subscription fee for the Products (as described above) included in this SOW are prorated and co-termed to align with the Client’s current billing schedule and the Annual Recurring Services amount will subsequently be added to Client's Term and regularly scheduled annual invoices under the terms of the Agreement.

3. Each year this SOW is in effect, a technology investment and benefit fee, as agreed to in the Agreement, will be applied to the Annual Recurring Services subscription fee.

Signature Page to follow.

CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291• Support Ext. 307 • Fax 785-587-8951

Page 2 of 4 ends

Acceptance

By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the Agreement terms and conditions

IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below.

Client

CivicPlus
By:
___________________________________
By:
___________________________________
Name:
___________________________________
Name:
___________________________________
Title:
___________________________________
Title:
___________________________________
Date:
___________________________________
Date:
___________________________________
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291• Support Ext. 307 • Fax 785-587-8951

Page 3 of 4 ends

Contact Information

*all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet.

Organization URL ________________________________________________________________________________________________________________________ Street Address
________________________________________________________________________________________________________________________ Address 2
________________________________________________________________________________________________________________________ City State Postal Code ________________________________________________________________________________________________________________________ CivicPlus provides telephone support for all trained clients from 7am –7pm Central Time, Monday-Friday (excluding holidays).

Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current updates.
________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone
________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone
________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone
________________________________________________________________________________________________________________________ Billing Contact E-Mail ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ Billing Address
________________________________________________________________________________________________________________________ Address 2
________________________________________________________________________________________________________________________ City State Postal Code ________________________________________________________________________________________________________________________ Tax ID # Sales Tax Exempt # ________________________________________________________________________________________________________________________ Billing Terms Account Rep ________________________________________________________________________________________________________________________ Info Required on Invoice (PO or Job #)
________________________________________________________________________________________________________________________

Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ ]

Please list all external sources: _______________________________________________________________________________________________

Contract Contact Email ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ Project Contact Email ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________

CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291• Support Ext. 307 • Fax 785-587-8951

Page 4 of 4 ends

CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US

Quote #: Q-32019-1
Date: 11/30/2022 12:00 PM
Expires On: 2/28/2023

Client:

LODI, CALIFORNIA
Bill To:

LODI, CALIFORNIA

SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Tiffany Grover x [email protected] Net 30

QTY PRODUCT NAME DESCRIPTION PRODUCT
TYPE

1.00 System Training (4h, virtual) -
CivicEngage
CivicEngage System Training - Virtual, Half Day Block One-time Total Investment - Year 1 USD 750.00
Annual Recurring Services - Year 2 USD 0.00
Total Days of Quote:365

1. This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services Agreement located at https://www.civicplus.com/master-services-agreement (“MSA”), to which this SOW is hereby attached as the Statement of Work. By signing this SOW, Client expressly agrees to the terms and conditions of the MSA throughout the Term of this SOW.

2. This SOW shall remain in effect for an initial term equal to 365 days from the date of signing (“Initial Term”).

In the event that neither party gives 60 days’ notice to terminate prior to the end of the Initial Term, or any subsequent Renewal Term, this SOW will automatically renew for an additional 1-year renewal term (“Renewal Term”). The Initial Term and all Renewal Terms are collectively referred to as the “Term”.

3. The Total Investment - Year 1 will be invoiced upon signing of this SOW.

4. Annual Recurring Services shall be invoiced on the start date of each Renewal Term. Annual Recurring Services, including but not limited to hosting, support and maintenance services, shall be subject to a 5% annual increase beginning in year 2 of service. Client will pay all invoices within 30 days of the date of such invoice.

5. Client agrees that CivicPlus shall not migrate, convert, or port content or information that could reasonably be construed as time sensitive, such as calendar or blog content, during the Project Development.

6. If a Recurring Redesign line item is included with the Client's quote in this SOW, starting after a period of months (36, 48, or 60 months as determined by the number of years in the redesign line item on this SOW) of continuous service under this SOW (the “Redesign Term”), Client shall be entitled to receive a redesign at V. PD 06.01.2015-0048

Page 1 of 4 ends

no additional cost. Client may initiate such redesign any time after continuous service during the Redesign Term. Upon the initiation of an eligible redesign project, Client may begin accumulating eligibility towards a subsequent redesign after continuous service during a subsequent Redesign Term. Redesigns that include additional features not available on the original website may be subject to additional charges. Additional features include, but are not limited to, additional modules and integration of third-party software. Recurring Redesigns are eligible for the website, subsite, and department headers included in this SOW only. Any subsequently purchased website, subsite, and department header shall not be included in a redesign hereunder.

7. Client allows CivicPlus to display a “Government Websites by CivicPlus” insignia, and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this SOW assumes such perpetual permission.

Signature Page to Follow.

V. PD 06.01.2015-0048

Page 2 of 4 ends

Acceptance

By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the MSA terms and conditions found at: https://www.civicplus.com/master-services-agreement.

IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below.

Client

Page 3 of 4 ends

Contact Information

*all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet.

Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ ]

Please list all external sources: _______________________________________________________________________________________________

V. PD 06.01.2015-0048

Page 4 of 4 ends

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CIVICPLUS, INC., OF MANHATTAN, KANSAS, FOR

ADDITIONAL SMS SUBSCRIPTIONS AND TECHNICAL TRAINING FOR STAFF ========================================================================

WHEREAS, City of Lodi relies on a properly-functioning website for communication to citizens and staff, and entered into a Professional Services Agreement with CivicPlus , Inc., in February 2018; and

WHEREAS, CivicPlus offers texting and alerting services to deliver SMS notices to staff and citizens who enroll to receive updates on the website and City services; and

WHEREAS, the City experienced an influx of citizens enrolling to receive SMS notifications during a City wide el ectrical power incident in 2022, and staff requested 2,000 additional licenses from CivicPlus to meet the demand of citizens enrolling into the alert system; and

WHEREAS, the City has experienced staff turn -over in positions responsible for the content on the City’s website and would benefit from technical training by CivicPlus; and

WHEREAS, staff recommends that the City Council authorize the City Manager to execute Amendment No. 3 to the Professional Services Agreement with CivicPlus for the purchase of 2,000 additional SMS subscriptions and technical training for City staff responsible for the City’s website content.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 3 to the Professional Services Agreement with CivicPlus, of Manhattan, Kansas, for 2,000 additional SMS subscriptions and staff training, in the amount of $5,000; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above-referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: February 15, 2023
========================================================================

I hereby certify that Resolution No. 2023-____as passed and adopted by the City Council of the City of Lodi in a regular meeting held February 15, 2023 by the following votes:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk
2023-____
AGENDA ITEM C-10

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No. 7 to Professional Services Agreement with Lyons Security Service, Inc., of Orange, for Security Services at City Hall Complex, Hutchins Street Square, Lodi Public Library and the Lodi Transit Station and Parking Garage Adding Additional Services ($35,000) M
EETING DATE: February 15, 2023
P
REPARED BY: Deputy City Manager
RE
COMMENDED ACTION: Adopt resolution authorizing City Manager to execute Amendment No. 7 to Professional Services Agreement with Lyons Security Service, Inc., of Orange, for Security Services at City Hall Complex, Hutchins Street Square, Lodi Public Library and the Lodi Transit Station and Parking Garage adding additional services ($35,000).

B
ACKGROUND INFORMATION: Lyons Security Service has provided security officers for events at Hutchins Street Square since 2012, to ensure the safety and comfort of patrons and staff at the Lodi Public Library since mid-2018, and to ensure the safety and comfort of patrons and staff at the Lodi City Hall Complex since July 2019. Services at the Library, Lodi City Hall Complex and Lodi Transit Station and Parking Garage were added through contract amendments approved by City Council.

S
ervice has been satisfactory at all three sites. Lyons representatives both on site and administration have been extremely responsive. When requested by staff, guards modify their routines to address specific situations. Guards are present and professional with staff and the public. When there is an occasional issue with guard performance, Lyons administration addresses the issue promptly, including finding new guards at the City’s request. At all locations, the overall safety has been enhanced during the guards hours, cleanliness of the sites has improved and patrons and staff comfort has increased. In addition, staff does not have to rely on the police department for immediate response to minor issues and instead can have the guard address them more quickly, freeing up police for more pressing issues. Overall, staff is very pleased with Lyons as a contract partner for the City.

T
he Lodi Transit Station would like to add services to include a cellphone that the guard on duty will carry while patrolling the area. This cell phone would be used to directly contact the guard by staff in the event that they need to speak with them immediately. Other services will include holiday pay rates not previously accounted for. The Lodi Transit Station has a guard on duty 24 hours a day, 7 days a week, including holidays. These rates are built into the requested amount for the remainder of the contract.

FISCAL IMPACT: Additional services are estimated to cost $35,000. Funds are available within the adopted Fiscal Year 2022/2023 budget in the Transit division.

FUNDING AVAILABLE: 10095000.72450

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

AMENDMENT NO. 7 TO PROFESSIONAL SERVICES AGREEMENT LYONS SECURITY SERVICES, INC. THIS AMENDMENT No. 7 is made and effective this ____ day of ______, 2023, by and between the CITY OF LODI, a municipal corporation, hereinafter called “CITY”, and LYONS SECURITY SERVICES, INC., a California Corporation, hereinafter called “CONTRACTOR." W I T N E S S E T H: 1. WHEREAS, CONTRACTOR and the City, entered into a Professional Services Agreement (the “Agreement”) on September 23, 2015, for security services at Hutchins Street Square, in the amount not to exceed $40,000 per year and Amendment No. 1 on June 27, 2016, to increase the annual “not to exceed amount” from $40,000 to $60,000, as the result of increased rentals at Hutchins Street Square requiring security services (“Amendment No. 1”). The Agreement and Amendment No. 1 are attached hereto as Exhibits A and A-1, respectively, and made a part hereof. The term of the Agreement was September 23, 2015 through August 7, 2018. References to the “Agreement” include Amendment No. 1. 2. SECOND AMENDMENT: On September 6, 2017, Contractor and City amended the Fee Proposal to the Agreement to increase the “Security Officer” rate to $19.85 per hour and $29.78 per hour for overtime and holidays. Amendment No. 2 is attached hereto as Exhibit A-2 and made a part hereof. References to the “Agreement” include Amendment No. 2. 3. THIRD AMENDMENT: On May 22, 2018, Contractor and City amended the Fee Proposal to the Agreement to increase the “Security Officer” rate to $21.40 per hour for services at the Lodi Public Library only. In addition, the term of the Agreement was extended to June 30, 2019. Amendment No. 3 is attached hereto as Exhibit A-3 and made a part hereof. References to the “Agreement” include Amendment No. 3. 4. FOURTH AMENDMENT: On August 20, 2019, Contractor and City amended the Agreement to: a) Include providing security services at Hutchins Street Square and the Lodi Public Library, and to increase the “Security Officer” rate to $22.90 per hour for services at both facilities. The description of services and charges was set forth therein; and b) Execute the option under Section 2.7 of the Agreement to extend the Agreement for a one-year term commencing July 1, 2019 through June 30, 2020, for services at Hutchins Street Square and the Lodi Public Library. Amendment No. 4 is attached hereto as Exhibit A-4 and made a part hereof. References to the Agreement include Amendment No. 4. 5. FIFTH AMENDMENT: On November 20, 2019, Contractor and City amended the Agreement to: a) Provide additional security services on the City Hall Campus comprised of 221 W. Pine St (City Hall), 305 W. Pine St (Carnegie Forum), 230 W. Elm St (PRCS), and 310 W Elm St (Financial Services/Customer Service) as follows:
2 One (1) security officer for coverage of this City Hall Campus during the following hours, except for major holidays on which City Hall and the Finance Department are closed: Monday: 7:00 am – 6:00 pm Tuesday: 6:30 am – 6:00 pm Wednesday: 7:00 am – 6:00 pm* Thursday: 7:00 am – 6:00 pm Every other Friday: 7:30 am – 5:30 pm *Wednesday hours will be extended from 6:00 pm – 9:30 pm on the 1stand 3rdWednesday each month. Amendment No. 5 is attached hereto as Exhibit A-5 and made a part hereof. References to the Agreement include Amendment No. 5. 6. SIXTH AMENDMENT: on September 10, 2020 Contractor and City amended the Agreement to: a) Provide additional security services at the Lodi Transit Station and Lodi Transit Parking Structure and it’s perimeters, including CITY transit sites on weekdays and weekends, 24 hours a day, 365 days per year (366 days when applicable), including all holidays as set forth in Exhibit 1, attached thereto and made a part thereof. b) Update the base rate for services provided at Lodi City Hall Complex, the Lodi Public Library, and Hutchins Street Square to $24.48 for the period from July 1, 2020, to June 30, 2021; $25.80 for the period from July 1, 2021 to June 30, 2022; and $27.11 for the period from July 1, 2022 through June 30, 2023; and c) Extend the Agreement through June 30, 2023. Amendment No. 6 is attached hereto as Exhibit A-6 and made a part hereof. References to the Agreement include Amendment No. 6. 7. SEVENTH AMENDMENT: CONTRACTOR and CITY now desire to amend the Agreement to: a) Provide security services at the Lodi Transit sites with a cell phone at $55 per month for the remainder of the Agreement; and b) Increase funds by a total of $35,000 for the Lodi Transit Services for the remainder of the Agreement. 8. All other terms and conditions remain as set forth in the Agreement, except to the extent such are modified by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6 and this Amendment No. 7.

RateHoursTotalRateHoursTotal2021July26.36720$18,979.2039.5424$948.96Independence Day2021August26.36749$19,743.642021September26.36696$18,346.5639.5424$948.96Labor Day2021October26.36744$19,611.842021November26.36697$18,372.9239.5424$948.96Thanksgiving Day2021December26.36720.75$18,998.9739.5424$948.96Christmas Day2022January26.36696$18,346.5639.5448$1,897.92New Years DayMartin Luther King Day2022February26.36672$17,713.922022March26.36743$19,585.482022April26.36720$18,979.202022May26.36720$18,979.2039.5424$948.96Memorial Day2022June26.36715$18,847.4026.368592.75$226,504.8939.54168$6,642.72$233,147.61FY2022 Original Amount $219,000.00RateHoursTotalRateHoursTotalACTUALS2022July27.67720$19,922.4041.524$996.00Independence Day$20,918.402022August27.67744$20,586.48$20,607.232022September27.67696$19,258.3241.524$996.00Labor Day$20,143.882022October27.67744$20,586.48$20,586.482022November27.67696$19,258.3241.524$996.00Thanksgiving Day$20,282.232022December27.67720$19,922.4041.524$996.00Christmas Day$20,890.972023January27.67696$19,258.3241.548$1,992.00New Years DayMartin Luther King Day2023February27.67672$18,594.242023March27.67744$20,586.482023April27.67720$19,922.402023May27.67720$19,922.4041.524$996.00Memorial Day2023June27.67720$19,922.4027.678592$237,740.6441.5168$6,972.00$244,712.64FY2023Original Amount$230,000.00$14,147.67(FY 2022 Overage)$258,860.31FY2023 Funds to Add $28,860.31FY 2022/2023 TOTAL REGULAR HOLIDAYFY 2021/2022 TOTAL REGULAR HOLIDAY
From:Robin CheatamTo:Jessica BozzieCc:Julia Tyack; Frank Huang; [email protected]; [email protected]:RE: Lyons Security- Contacting guard on dutyDate:Wednesday, October 26, 2022 11:01:59 AMGood morning Jessica – the cost of a new cell phone and case – would be $55.00 per month.Regards , Robin CheatamRegional DirectorTelephone: 916-925-9667Facsimile: 916-925-9668Lyons Security Service, Inc.555 University Ave, Suite 131Sacramento, CA 95825www.SacramentoSecurityCompany.comIMPORTANT NOTICE:The information in this email (and any attachments hereto) is confidential and may be protected by legal privilegesand work product immunities. If you are not the intended recipient, you must not use or disseminate the information.Receipt by anyone other than the intended recipient is not a waiver of any attorney-client or work product privilege.If you have received this email in error, please immediately notify me by "Reply" command and permanently deletethe original and any copies or printouts thereof. Although this email and any attachments are believed to be free ofany virus or other defect that might affect any computer system into which it is received and opened, it is theresponsibility of the recipient to ensure that it is virus free and no responsibility is accepted by Lyons SecurityService, Inc. or its subsidiaries or affiliates either jointly or severally, for any loss or damage arising in any wayfrom its use.From: Jessica Bozzie [mailto:[email protected]] Sent: Tuesday, October 25, 2022 10:20 AMTo: [email protected]: Julia Tyack <[email protected]>; Frank Huang <[email protected]>; [email protected];[email protected]: RE: Lyons Security- Contacting guard on dutyThank you Robin.Jessica BozzieFrom: [email protected] <[email protected]> Sent: Tuesday, October 25, 2022 10:19 AMTo: Jessica Bozzie <[email protected]>Cc: Julia Tyack <[email protected]>; Frank Huang <[email protected]>; [email protected];[email protected]: RE: Lyons Security- Contacting guard on duty Yes Jessica , we can write that into the contract. – I will get a cost for you and let you know.From: Jessica Bozzie <[email protected]> Sent: Tuesday, October 25, 2022 10:12 AMTo: [email protected]: Julia Tyack <[email protected]>; Frank Huang <[email protected]>Subject: RE: Lyons Security- Contacting guard on duty Thank you Robin, I have a question, are Lyons Security guards provided a company phone at other locations?If we (Transit) were interested in adding a cell phone service, one cell phone that guards use whileon shift, would we be able to add this service?If so, would you be able to let me know how much this would cost us per month? Thank you,Jessica B.City of Lodi - Public Works DepartmentAdministrative Clerk221 W. Pine Street, Lodi, CA 95240Office: (209)333-6706http://lodi.gov/From: [email protected] <[email protected]> Sent: Monday, October 24, 2022 1:12 PMTo: Jessica Bozzie <[email protected]>Cc: Julia Tyack <[email protected]>; Frank Huang <[email protected]>Subject: RE: Lyons Security- Contacting guard on duty Yes Jessica , each security officer uses their own cell phone. From: Jessica Bozzie <[email protected]> Sent: Monday, October 24, 2022 1:07 PMTo: Robin Cheatam <[email protected]>Cc: Julia Tyack <[email protected]>; Frank Huang <[email protected]>Subject: Lyons Security- Contacting guard on duty Good afternoon Robin, I have a question, are Security guards using their personal cell phones when patrolling at the TransitStation and Parking Structure?Also, do the Security guards use their personal cell phone when patrolling here at City Hall? When the guards need to contact Lodi PD, do they use their personal cell phones?Thank you,Jessica B.City of Lodi - Public Works DepartmentAdministrative Clerk221 W. Pine Street, Lodi, CA 95240Office: (209)333-6706http://lodi.gov/ Page1| of 2 pagesRisk: rev. 3/1/2018
EXHIBIT C NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a to your insurance provider(s) to submit the required insurance documentation electronically Insurance Requirements for Professional Services Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1.Commercial General Liabilityproducts and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2.Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non-owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage. 3.of no less than $1,000,000 per accident for bodily injury or disease. 4.Professional Liability (Errors and Omissions) Insurance appropriate $1,000,000 per occurrence or claim, $2,000,000 aggregate. May be waived by Risk Manager depending on the scope of services. Other Insurance Provisions: (a) Additional Named Insured Status The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38;and CG 20 37 if alater edition is used (b) Primary and Non-Contributory Insurance Endorsement The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained contribute with it. (c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project that it is insuring. (d) Severability of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate toincrease the limit of the company's liability under the Contractors commercial general liability and automobile liability policies. (e) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240.

Page2| of 2 pagesRisk: rev. 3/1/2018
(f) Continuity of Coverage All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period orstatutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). (g) Failure to Comply If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day of the month following the notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (h) Verification of Coverage Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required docorequire complete, certified copies of all required insurance policies, including endorsements required by these specifications, atany time. Failure to exercise this right shall not constitute a waiver of the right to exercise after the effective date. (i) Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. (j) Insurance Limits The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. (k) Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors (l) Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior ter completion of contract work. (m) Qualified Insurer(s) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State ofCalifornia which are rated at least -, by the AM Best Ratings Guide, and which are acceptable to the City. Non-admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements.

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODl CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AMENDMENT NO. 7 TO THE PROFESSIONAL SERVICES AGREEMENT WITH LYONS SECURITY SERVICE, INC., OF

ORANGE, FOR SECURITY SERVICES AT HUTCHINS STREET SQUARE,

LODI PUBLIC LIBRARY, LODI CITY HALL COMPLEX, LODI TRANSIT

STATION AND PARKING GARAGE ADDING ADDITIONAL SERVICES
========================================================================

WHEREAS, Lyons Security Service, Inc., has provided security officers f or events at Hutchins Street Square since 2012, and to ensure the safety and comfort of patrons and staff at the Lodi Public Library since mid -2018, and to ensure the safety and comfort of patrons and staff at the Lodi City Hall Complex since July 2019; and

WHEREAS, Lyons security officers have been present, professional, and responsive, as have Lyons administrative staff, performing all duties to satisfaction of City staff; and

WHEREAS, the Lodi Transit Station would like to add services to include a cellphone that the guard on duty will carry while patrolling the area; and

WHEREAS, the Lodi Transit Station has a guard on duty 24 hours a day, 7 days a week, including holidays. Other services will include holiday pay rates not previously accounted fo r.

These rates are built into the requested amount for the remainder of the contract; and

WHEREAS, staff recommends the Council authorize the City Manager to execute Amendment No. 7 to the Professional Services A greement with Lyons Security Service, Inc. , which adds services for the Lodi Transit Station, including holiday pay and a cell phone for the guard on duty.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 7 to the Professi onal Services Agreement with Lyons Security Service, Inc., of Orange, California, adding services for the Lodi Transit Station, including holiday pay and a cell phone for the guard on duty, in an amount not to exceed $35,000 for the additional services and for a total contract not to exceed $1,201,000.

Dated: February 15, 2023
========================================================================

I hereby certify that Resolution No. 2023- ____ was passed and adopted by the City Council of the City of Lodi in a special meeting held February 15, 2023 by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk
2023-____
AGENDA ITEM C-11

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Third Phase Agreement with Northern California Power Agency for Purchase Agreements with Geysers Power Company, LLC M
EETING DATE: February 15, 2023
P
REPARED BY: Electric Utility Director
RE
COMMENDED ACTION: Adopt a resolution authorizing the City Manager to execute a Third Phase Agreement with the Northern California Power Agency (NCPA) for Purchase Agreements with the Geysers Power Company, LLC (Geysers).

BACKGROUND INFORMATION: California Renewables Portfolio Standard (RPS) requirements necessitate 60 percent of the City’s retail energy sales be supplied by renewable energy by 2030 and every year thereafter.

LE
U’s existing generation resources at NCPA in addition to more recently acquired power contract resources including the Astoria 2 Solar Project (2016), South Feather Water and Power Agency Hydroelectric Project (2021), and Antelope 1B Solar Project (2022) will enable LEU to meet current RPS requirements through at least 2024. While Lodi continues to work with NCPA on the identification of and due diligence associated with additional power resources to meet 2030 RPS requirements, LEU has just recently completed efforts on the proposed project described herein.

S
election of this project was a result of a competitive solicitation conducted by NCPA on behalf of members in 2020 and subsequently amended in 2022 to identify and select cost-effective resources to support member RPS obligations.

Loc
ated in Lake and Sonoma Counties, Geysers owns and operates multiple geothermal generating plants. Through negotiations with NCPA on behalf of Lodi and other members, Geysers has agreed to sell and deliver the renewable energy and resource adequacy capacity to NCPA for the benefit of its members. Negotiations on the terms and conditions associated with the Purchase Agreements (Agreements) with Geysers are now complete. As a result of such effort, NCPA, in coordination with the project participants noted below, has negotiated two Agreements with Geysers for 1) resource adequacy capacity; and 2) renewable energy products.

T
he preliminary share of facility output for each of the NCPA participant members is provided below . On the effective date of the Third Phase Agreement, Santa Clara (the initial participant) will hold the full project participation percentage; however Lodi will exercise its right to accept a transfer of the portion identified below thereby becoming a project participant.

Participant Percentage 2025-2026 MW 2027-2036 MW
Alameda 5.0% 2.50 5.00
Biggs 0.4% 0.20 0.40
Gridley 0.6% 0.30 0.60
Lodi 10.0% 5.00 10.00
Lompoc 1.7% 0.85 1.70
Palo Alto 10.0% 5.00 10.00
Port of Oakland 2.3% 1.15 2.30
Santa Clara 70.0% 35.00 70.00
Adopt Resolution Authorizing City Manager to Execute Third Phase Agreement with Northern California Power Agency for Purchase Agreements with Geysers Power Company, LLC
February 15, 2023

Page 2 ends

The first two years will provide a total of 50 megawatts (MW), while the remaining 10 years will provide a total of 100 MW for all project participants.

Under the terms of the Agreements, NCPA will purchase, on behalf of the participants noted above, the electrical energy output, resource adequacy capacity, renewable energy credits, and all other environmental attributes associated with the geothermal generating plants from Geysers. Delivery under the terms of the Agreements is scheduled to start January 1, 2025 for a contract term of 12 years. Geysers’ geothermal plants under these Agreements are guaranteed to qualify as Portfolio Content Category 1 under RPS guidelines. Lodi’s contracted share of 5 MW will provide geothermal energy to meet approximately 7.5 percent of Lodi’s annual retail load for 2025 and 2026. The 10 MW starting in 2027 will provide about 15 percent of Lodi’s annual retail load each year thereafter through 2036.

The contract price is fixed for the 12-year life of the contract and has been disclosed in a confidential meeting of the City’s Risk Oversight Committee. Due to sensitivities associated with similar contract negotiations, Geysers has requested that the contract price remain confidential and is therefore not included as part of this staff report and has been redacted from the corresponding agreements included with this agenda item.

During each calendar year, the amount paid for energy will be based on actual energy delivered. In addition, the resource adequacy capacity will be used to meet Lodi’s resource adequacy obligations. Lodi will not have an ownership interest in these geothermal generating plants and will not incur any capital expenditures. The total annual cost of energy, capacity, and renewable credits is estimated at approximately $2.8 million per year for 2025 and 2026, increasing to approximately $5.5 million annually through 2036.

Pursuant to the NCPA project development process, as described in the NCPA Amended and Restated Facilities Agreement, in order for NCPA to move forward on behalf of participating members, a Third Phase Agreement is needed to enable NCPA to enter into the Agreements with Geysers on behalf of the participants.

On January 26, 2023, the Risk Oversight Committee received a report on the Geysers Geotherm al Project and recommended approval of the Third Phase Agreement with NCPA.

FISCAL IMPACT: Actual costs associated with this project will be based on energy delivered. Estimates for the first two years are approximately $2.8 million annually. Subsequent years are estimated at approximately $5.5 million annually. This agreement provides a long- term fixed contract that will help reduce future market energy purchases and thereby reduce LEU’s exposure to potential market volatility and risk.

FUNDING AVAILABLE: Costs associated with this project will be funded by Greenhouse Gas Fund Revenue (Fund 508) and/or Electric Utility Operating Funds (Fund 500) and will be appropriated as part of the annual budget process for power supply costs.

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

________________________________________
Jeff Berkheimer
Electric Utility Director

THIRD PHASE AGREEMENT
FOR

PURCHASE AGREEMENTS
WITH

GEYSERS POWER COMPANY, LLC

THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

TABLE OF CONTENTS

Section 1. Definitions .................................................................................................... 3 Section 2. Purpose ......................................................................................................... 9 Section 3. Sale and Purchase of Product .................................................................... 9 Section 4. Billing and Payments ................................................................................ 10 Section 5. Security Deposit Administration............................................................. 13 Section 6. Cooperation and Further Assurances ..................................................... 18 Section 7. Participant Covenants and Defaults ....................................................... 19 Section 8. Administration of Agreement ................................................................. 22 Section 9. Transfer of Rights by Participants ........................................................... 23 Section 10. Term and Termination .............................................................................. 24 Section 11. Withdrawal of Participants ...................................................................... 25 Section 12. Settlement of Disputes and Arbitration ................................................. 25 Section 13. Miscellaneous ............................................................................................. 25 EXHIBIT A. Project Participation Percenages ............................................................ 38 EXHIBIT B. PPA .............................................................................................................. 40

1 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT This THIRD PHASE AGREEMENT (“this Agreement”) is dated as of ______________, 20__ by and among the Northern California Power Agency, a joint powers agency of the State of California (“NCPA”), and the signatories to this Agreement other than NCPA (“Participants”). NCPA and the Participants are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS
A. NCPA has heretofore been duly established as a public agency pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California and, among other things, is authorized to acquire, construct, finance, and operate buildings, works, facilities, and improvements for the generation and transmission of electric capacity and energy for resale.

B. Each of the Participants is a signatory to the Joint Powers Agreement which created NCPA and therefore is a Member.

C. Each of the Participants to this Agreement have executed the Amended and Restated Facilities Agreement, dated October 1, 2014, which establishes the framework under which Project Agreements are created for the development, design, financing, construction, and operation of specific NCPA Projects.

D. The Participants desire NCPA to enter into the following two agreements with Geysers Power Company, LLC (“Seller”) for the benefit of the Participants’ December 22 22

2 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT customers: (1) Western Systems Power Pool Agreement Confirmation between Northern California Power Agency and Geysers Power Company, LLC, to purchase electric capacity (individually, “RA Agreement”); and (2) Western Systems Power Pool Agreement Confirmation between Geysers Power Company, LLC and Northern California Power Agency, to purchase renewable energy (individually, “RPS Agreement”). The RA Agreement and the RPS Agreement are collectively referred herein as the Purchase Agreements, attached hereto as Exhibit B.

E. Each Participant is authorized by its Constitutive Documents to obtain electric capacity and energy for its present or future requirements, through contracts with NCPA or otherwise.

F. To enable NCPA to enter into the Purchase Agreements on behalf of the Participants, pursuant to the terms and conditions of the Amended and Restated Facilities Agreement, NCPA and the Participants wish to enter into this Agreement to provide all means necessary for NCPA to fulfill obligations incurred on behalf of NCPA and the Participants pursuant to the Purchase Agreements, and to enable and obligate the Participants to take delivery of and pay for such electric capacity and energy and to pay NCPA for all costs it incurs for undertaking the foregoing activities.

G. Upon full execution of this Agreement, NCPA will enter into the Purchase Agreements on behalf of the Participants, and such Purchase Agreements shall be deemed a NCPA Project by the Commission.

3 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT H. Each of the Parties intends to observe the provisions of this Agreement in good faith and shall cooperate with all other Parties in order to achieve the full benefits of joint action.

I. The Parties desire to equitably allocate costs of NCPA’s provision of services under this Agreement among the Participants.

J. The Participants further desire, insofar as possible, to insulate other Members who are not Participants, from risks inherent in the services and transactions undertaken on behalf of the Participants pursuant to this Agreement.

NOW, THEREFORE, the Parties agree as follows:

Section 1. Definitions.

1.1 Definitions. Whenever used in this Agreement (including the Recitals hereto), the following terms shall have the following respective meanings, provided, capitalized terms used in this Agreement (including the Recitals hereto) that are not defined in Section 1 of this Agreement shall have the meaning indicated in Section 1 of the Power Management and Administrative Services Agreement, dated October 1, 2014:

1.1.1 “Administrative Services Costs” means that portion of the NCPA administrative, general and occupancy costs and expenses, including those costs and expenses associated with the operations, direction and supervision of the general affairs and activities of NCPA, general management, treasury operations, accounting, budgeting, payroll, human resources, information technology, facilities management,

4 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT salaries and wages (including retirement benefits) of employees, facility operation and maintenance costs, taxes and payments in lieu of taxes (if any), insurance premiums, fees for legal, engineering, financial and other services, power management services, general settlement and billing services and general risk management costs, that are charged directly or apportioned to the provision of services under this Agreement.

Administrative Services Costs as separately defined herein and used in the context of this Agreement is different and distinct from the term Administrative Services Costs as defined in Section 1 of the Power Management and Administrative Services Agreement.

1.1.2 “Agreement” means this Third Phase Agreement, including all Exhibits attached hereto.

1.1.3 "All Resources Bill” has the meaning set forth in the Power Management and Administrative Services Agreement.

1.1.4 “CAISO” means the California Independent System Operator Corporation, or its functional successor.

1.1.5 “CAISO Tariff” means the duly authorized tariff, rules, protocols and other requirements of the CAISO, as amended from time to time.

1.1.6 "Commission” has the meaning set forth in the Power Management and Administrative Services Agreement.

5 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

1.1.7 “Constitutive Documents” means, with respect to NCPA, the Joint Powers Agreement and any resolutions or bylaws adopted thereunder with respect to the governance of NCPA, and with respect to each Participant, the California Government Code and other statutory provisions applicable to such Participant, any applicable agreements, charters, contracts, or other documents concerning the formation, operation or decision making of such Participant, including, if applicable, its city charter, and any codes, ordinances, bylaws, and resolutions adopted by such Participant’s governing body.

1.1.8 “Defaulting Participant” has the meaning set forth in Section 7.2.

1.1.9 “Electric System” has the meaning set forth in the Power Management and Administrative Services Agreement.

1.1.10 “Event of Default” has the meaning set forth in Section 7.2.

1.1.11 “General Operating Reserve” means the NCPA General Operating Reserve created through resolution of the Commission, as the same may be amended from time to time.

1.1.12 “NCPA” has the meaning set forth in the Recitals hereto.

1.1.13 “Participant” has the meaning set forth in the Recitals of this Agreement.

1.1.14 “Power Management and Administrative Services Agreement” means the NCPA Power Management and Administrative Services Agreement, dated

6 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT as of October 1, 2014 between NCPA and the Members who are signatories to that agreement by which NCPA provides Power Management and Administrative Services.

1.1.15 “Products” means collectively the RA Product and the Renewable Product.

1.1.16 “Purchase Agreements” have the meaning set forth in Recital D of this Agreement. Upon final execution of the Purchase Agreements, the Purchase Agreements shall be deemed a NCPA Project in accordance with the Amended and Restated Facilities Agreement, and therefore be referred to herein as the “Project”.

1.1.17 “Project Costs” means all costs charged to and paid by NCPA pursuant to the Purchase Agreements.

1.1.18 “Project Participation Percentage” has the meaning set forth in the Power Management and Administrative Services Agreement, and are set forth in Exhibit A of this Agreement.

1.1.19 “Party” or “Parties” has the meaning set forth in the preamble hereto; provided that “Third Parties” are entities that are not Party to this Agreement.

1.1.20 “RA Product” means the resource adequacy capacity products described in Article 3 of the RA Agreement.

1.1.21 “Renewable Product” means renewable energy product and associated attributes which are defined as “Product” in the RPS Agreement.

7 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

1.1.22 “Revenue” means , with respect to each Participant, all income, rents, rates, fees, charges, and other moneys derived by the Participant from the ownership or operation of its Electric System, including, without limiting the generality of the foregoing: (a) all income, rents, rates, fees, charges or other moneys derived from the sale, furnishing and supplying of electric capacity and energy and other services, facilities, and commodities sold, furnished, or supplied through the facilities of its Electric System; (b) the earnings on and income derived from the investment of such income, rents, rates, fees, charges or other moneys to the extent that the use of such earnings and income is limited by or pursuant to law to its Electric System; (c) the proceeds derived by the Participant directly or indirectly from the sale, lease or other disposition of all or a part of the Electric System; and (d) the proceeds derived by Participant directly or indirectly from the consignment and sale of freely allocated greenhouse gas compliance instruments into periodic auctions administered by the State of California under the California Cap-and-Trade Program, provided that such proceeds are a permitted use of auction proceeds, but the term Revenues shall not include (i) customers' deposits or any other deposits subject to refund until such deposits have become the property of the Participant or (ii) contributions from customers for the payment of costs of construction of facilities to serve them.

1.1.23 “Scheduling Protocols” means the applicable provisions of the Amended and Restated Scheduling Coordination Program Agreement, and any other

8 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT contractual or other arrangements between NCPA and the Participants concerning the scheduling, delivery and metering of the Purchase Agreements.

1.1.24 “Security Deposit” means the account established by NCPA and funded by the Participants in accordance with Section 5, the funds of which are available for use by NCPA in accordance with the terms and conditions hereof.

1.1.25 “Seller” means Geysers Power Company, LLC, as set forth in Recital D of this Agreement, or as otherwise set forth in the Purchase Agreements.

1.1.26 “Term” has the meaning set forth in Section 10.

1.1.27 “Third Party” means an entity (including a Member) that is not Party to this Agreement.

1.2 Rules of Interpretation. As used in this Agreement (including the Recitals hereto), unless in any such case the context requires otherwise: The terms “herein,” “hereto,” “herewith” and “hereof” are references to this Agreement taken as a whole and not to any particular provision; the term “include,” “includes” or “including” shall mean “including, for example and without limitation;” and references to a “Section,” “subsection,” “clause,” “Appendix”, “Schedule”, or “Exhibit” shall mean a Section, subsection, clause, Appendix, Schedule or Exhibit of this Agreement, as the case may be.

All references to a given agreement, instrument, tariff or other document, or law, regulation or ordinance shall be a reference to that agreement, instrument, tariff or other document, or law, regulation or ordinance as such now exists and as may be amended

9 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT from time to time, or its successor. A reference to a “person” includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization or other entity, in each case whether or not having a separate legal personality and includes its successors and permitted assigns. A reference to a “day” shall mean a Calendar Day unless otherwise specified. The singular shall include the plural and the masculine shall include the feminine, and vice versa.

Section 2. Purpose. The purpose of this Agreement is to: (i) set forth the terms and conditions under which NCPA shall enter into the Purchase Agreements on behalf of the Participants, (ii) authorize NCPA, acting on behalf of the Participants, to engage in all activities related to that basic purpose, and (iii) specify the rights and obligations of NCPA and the Participants with respect to the Purchase Agreements.

Section 3. Sale and Purchase of Products. By executing this Agreement, each Participant acknowledges and agrees to be bound by the terms and conditions of the Agreement, and that the Agreement is written as a “take-or-pay” agreement. Any Products delivered to NCPA under the Purchase Agreements shall be delivered to each Participant in proportion to such Participant’s Project Participation Percentage as set forth in Exhibit A, and each Participant shall accept and pay for its respective percentage of such Products. To the extent a Participant is unable to accept such deliveries in full, NCPA shall dispose of such surplus in its sole discretion, in such a manner to attempt to maximize Participant value and that Participant shall reimburse to NCPA any costs

10 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT incurred by NCPA in doing so. Notwithstanding the above, NCPA may allocate Products procured through the Purchase Agreements among the Participants in such percentages as NCPA may, in its reasonable discretion, determine are necessary, desirable, or appropriate, in order to accommodate Participant transfer rights pursuant to Section 9.

3.1 Scheduling. Products delivered from Seller shall be scheduled for and to the Participants in accordance with Scheduling Protocols, and the terms and conditions of the Purchase Agreements.

Section 4. Billing and Payments

4.1 Participant Payment Obligations. Each Participant agrees to pay to NCPA each month its respective portion of the Project Costs, Administrative Services Costs, scheduling coordination costs, and all other costs for services provided in accordance with this Agreement and the Amended and Restated Facilities Agreement. In addition to the aforementioned monthly payment obligations, each Participant is obligated to fund: (i) any and all required Security Deposits calculated in accordance with Section 5, and (ii) any working capital requirements for the Project maintained by NCPA as determined, collected and set forth in the Annual Budget.

4.2 Invoices. NCPA will issue an invoice to each Participant for its share of Project Costs, Administrative Services Costs, scheduling coordination costs, and all other costs for services provided in accordance with this Agreement and the Amended and Restated Facilities Agreement. Such invoice may be either the All Resources Bill or

11 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT separate special invoice, as determined by NCPA. At NCPA’s discretion, invoices may be issued to Participants using electronic media or physical distribution.

4.3 Payment of Invoices. All invoices delivered by NCPA (including the All Resources Bill) are due and payable thirty (30) Calendar Days after the date thereof; provided, however, that any amount due on a day other than a Business Day may be paid on the following Business Day.

4.4 Late Payments. Any amount due and not paid by a Participant in accordance with Section 4.3 shall be considered late and bear interest computed on a daily basis until paid at the lesser of (i) the per annum prime rate (or reference rate) of the Bank of America NT&SA then in effect, plus two percent (2%) or (ii) the maximum rate permitted by law.

4.5 Billing Disputes. A Participant may dispute the accuracy of any invoice issued by NCPA under this Agreement by submitting a written dispute to NCPA, within thirty (30) Calendar Days after the date of such invoice; nonetheless the Participant shall pay the full amount billed when due. If a Participant does not timely question or dispute the accuracy of any invoice in writing, then the invoice shall be deemed to be correct.

Upon review of a submitted dispute, if an invoice is determined by NCPA to be incorrect, then NCPA shall issue a corrected invoice and refund any amounts that may be due to the Participant. If NCPA and the Participant fail to agree on the accuracy of an invoice within thirty (30) Calendar Days after the Participant has disputed it, then the General Manager shall promptly submit the dispute to the Commission for resolution. If the Commission

12 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT and the Participant fail to agree on the accuracy of a disputed invoice within sixty (60) Calendar Days after its submission to the Commission, then the dispute may then be resolved under the mediation and arbitration procedures set forth in Section 12 of this Agreement; provided, however, that prior to resorting to either mediation or arbitration proceedings, the full amount of the disputed invoice must be paid by the Participant.

4.6 Billing/Settlement Data and Examination of Books and Records.

4.6.1 Settlement Data. NCPA shall make billing and settlement data available to the Participants in the All Resources Bill, or other invoice, or upon request.

NCPA may also, at its sole discretion, make billing and settlement support information available to Participants using electronic media (e.g. electronic data portal).

Procedures and formats for the provision of such electronic data submission may be established by the Commission from time to time. Without limiting the generality of the foregoing, NCPA may, in its reasonable discretion, require the Participants to execute a non-disclosure agreement prior to providing access to the NCPA electronic data portal.

4.6.2 Examination of Books and Records. Any Participant to this Agreement shall have the right to examine the books and records created and maintained by NCPA pursuant to this Agreement at any reasonable, mutually agreed upon time.

13 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT Section 5. Security Deposit Administration

5.1 Security Deposit Requirements. Each Participant agrees that any funds deposited at NCPA to satisfy Participant’s Security Deposit requirements pursuant to this Agreement shall be irrevocably committed and held by NCPA in the General Operating Reserve, and that such funds may be used by NCPA in accordance with Section 5.1.3.

Each Participant’s Security Deposit will be accounted separately from and in addition to any other security accounts or deposits maintained pursuant to any other agreement between NCPA and the Participant, or any other such security account or deposits required of Members. In connection with fulfilling the Security Deposit requirements of this Agreement, Participant may elect to use its uncommitted funds held in the General Operating Reserve to satisfy in whole or in part its Security Deposit required under Section 5. If Participant chooses to satisfy in whole or in part its security requirements using its uncommitted funds held in the General Operating Reserve, then Participant is required to execute and deliver to NCPA an Irrevocable Letter of Direction, directing NCPA to utilize Participant’s uncommitted General Operating Reserve funds for such purposes, and the designated funds will thereafter be irrevocably committed and held by NCPA to satisfy the requirements of this Agreement.

5.1.1 Initial Amounts. No later than November 1, 2024, each Participant shall ensure that sufficient Security Deposit funds have been deposited with and are held by NCPA in an amount equal to the highest three (3) months of estimated Project

14 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT Costs for the initial term from January 2025 through December 2026, as estimated by NCPA.1 No later than November 1, 2026, each Participant shall adjust the Security Deposit to an amount equal to the highest three (3) months of estimated Project Costs for the period January 2027 through December 2036, as estimated by NCPA.2 Such Security Deposit requirement may be satisfied by Participant in whole or part either in cash, through irrevocable commitment of its uncommitted funds held in the General Operating Reserve in accordance with Section 5.1, or through a clean, irrevocable letter of credit satisfactory to NCPA’s General Manager.

5.1.2 Subsequent Deposits. Periodically, and at least quarterly, NCPA shall review and revise its estimate of Project Costs for which Participant shall be obligated to pay under this Agreement. Following such review, NCPA shall determine whether each Participant has a sufficient Security Deposit balance at NCPA. To the extent that any Participant’s Security Deposit balance is greater than one hundred and ten percent (110%) of the amount required herein, NCPA shall credit such amount as soon as practicable to the Participant’s next following All Resources Bill, or by separate special invoice. To the extent that any Participant’s Security Deposit balance is less than ninety percent (90%) of the amount required herein, NCPA shall add such amount

1 The Security Deposit fund requirement for the initial term is structured to avoid a Downgrade Event to Buyer as such terms are defined in RPS Agreement.
2 The Security Deposit fund requirement is increased in November of 2026 to reflect the increased contract quantity beginning on January 1, 2027, and is structured to avoid a Downgrade Event to Buyer as such terms are defined in RPS Agreement.

15 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT as soon as practicable to such Participant’s next All Resources Bill, or as necessary, to a special invoice to be paid by Participant upon receipt. Credits or additions shall not be made to Participants who satisfy these Security Deposit requirements in whole through the use of a letter of credit; provided, that the amount of the letter of credit shall be adjusted, as required from time to time, in a like manner to assure an amount not to exceed the highest three (3) months of estimated Project Costs is available to NCPA, as determined by NCPA.

5.1.3 Use of Security Deposit Funds. NCPA may use any and all Security Deposit funds held by NCPA (or utilize a letter of credit provided in lieu thereof) to pay any costs it incurs hereunder, including making payments to Seller, without regard to any individual Participant’s Security Deposit balance or proportionate share of Project Costs, and irrespective of whether NCPA has issued an All Resources Bill or special invoice for such costs to the Participants or whether a Participant has made timely payments of All Resources Bills or special invoices.

Should Participant have satisfied its Security Deposit requirements in whole or part through a letter of credit, NCPA may draw on such letter of credit to satisfy Participant’s obligations hereunder at NCPA’s sole discretion. Notwithstanding the foregoing, if any Participant fails to pay any costs incurred by NCPA pursuant to this Agreement, NCPA shall first use that non-paying Participant’s Security Deposit and

16 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT shall not use any other Participants’ Security Deposit until such non-paying Participant’s Security Deposit has been exhausted.

5.1.4 Accounting. If Security Deposit funds or a letter of credit are used by NCPA to pay any costs it incurs hereunder as described in Section 5.1.3, then NCPA will maintain a detailed accounting of each Participant’s shares of funds withdrawn, and upon the collection of all or a part of such withdrawn funds, NCPA will credit back to each non-defaulting Participant the funds collected in proportion to such non- defaulting Participant’s share of funds initially withdrawn.

5.1.5 Emergency Additions. In the event that funds are withdrawn pursuant to Section 5.1.3, or if the Security Deposit held by NCPA is otherwise insufficient to allow for NCPA to pay any invoice, demand, request for further assurances by Seller, or claims, NCPA shall notify all Participants of the deficiency. In conjunction with such notice, NCPA shall send a special or emergency assessment invoice to the Participant or Participants that caused or are otherwise responsible for the deficiency. Each Participant of such an invoice shall pay to NCPA such assessment when and if assessed by NCPA within two (2) Business Days of the invoice date of the assessment, or shall consent to and direct NCPA to draw on any existing letter of credit Participant has established for such purposes. In the event that the Participant or Participants that caused or are otherwise responsible for the deficiency cannot, does not or will not pay to NCPA the special or emergency assessment within two (2)

17 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT Business Days after the invoice date, NCPA shall immediately submit a special or emergency invoice to all remaining Participants, and such remaining Participants shall pay to NCPA such assessment within two (2) Business Days after the invoice date of the assessment, or shall consent to and direct NCPA to draw on any existing letter of credit that Participant has established for such purposes.

5.1.6 Security Deposit Interest. NCPA shall maintain a detailed accounting of each Participant’s Security Deposits, and withdrawals of such funds, held by NCPA. Security Deposits held by NCPA shall be invested by NCPA in accordance with the General Operating Reserve policies and investment policies adopted by the NCPA Commission. Interest earned on the Security Deposit funds shall be proportionately credited to the Participants in accordance with their weighted average balances held therein. Any Security Deposit losses caused by early termination of investments shall be allocated among the Participants in accordance with the General Operating Reserve provisions and guidelines approved by the Commission, as the same may be amended from time to time; provided, however, to the extent that either the General Operating Reserve provisions and guidelines do not apply or the Security Deposit is not adequate to cover the losses, then such losses shall be allocated among the Participants in accordance with their proportionate Security Deposit balances.

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5.1.7 Return of Funds. Upon termination or a permitted withdrawal of a Participant in accordance with this Agreement, the affected Participant may apply to NCPA for the return of their share of Security Deposit funds ninety (90) days after the effective date of such termination or withdrawal. However, NCPA shall, in its sole but reasonable discretion, as determined by the NCPA General Manager, estimate the then outstanding liabilities of the Participant, including any estimated contingent liabilities and shall retain all such funds, if any, until all such liabilities have been fully paid or otherwise satisfied in full. After all such liabilities have been satisfied in full, as determined by NCPA’s General Manager, any remaining balance of the Participant’s share of the Security Deposit will be refunded to the Participant within sixty (60) days thereafter.

Section 6. Cooperation and Further Assurances. Each of the Parties agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by any other Party which are consistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement. The Parties agree to cooperate and act in good faith in connection with obtaining any credit support required in order to satisfy the requirements of this Agreement.

19 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT Section 7. Participant Covenants and Defaults

7.1 Each Participant covenants and agrees: (i) to make payments to NCPA, from its Electric System Revenues, of its obligations under this Agreement as an operating expense of its Electric System; (ii) to fix the rates and charges for services provided by its Electric System, so that it will at all times have sufficient Revenues to meet the obligations of this Agreement, including the payment obligations; (iii) to make all such payments due NCPA under this Agreement whether or not there is an interruption in, interference with, or reduction or suspension of services provided under this Agreement, such payments not being subject to any reduction, whether by offset or otherwise, and regardless of whether any reasonable dispute exists; and (iv) to operate its Electric System, and the business in connection therewith, in accordance with Good Utility Practices.

7.2 Events of Default. An Event of Default under this Agreement shall exist upon the occurrence of any one or more of the following by a Participant (the “Defaulting Participant”):
(i) the failure of any Participant to make any payment in full to NCPA when due;
(ii) the failure of a Participant to perform any covenant or obligation of this Agreement where such failure is not cured within thirty (30) Calendar Days following receipt of a notice from NCPA demanding cure; provided, that this subsection shall not apply to any failure to make payments specified by subsection 7.2 (i));

20 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT (iii) if any representation or warranty of a Participant material to the services provided hereunder shall prove to have been incorrect in any material respect when made and the Participant does not cure the facts underlying such incorrect representation or warranty so that the representation or warranty becomes true and correct within thirty (30) Calendar Days after the date of receipt of notice from NCPA demanding cure; or (iv) if a Participant is in default or in breach of any of its covenants or obligations under any other agreement with NCPA and such default or breach is not cured within the time periods specified in such agreement.

7.3 Uncontrollable Forces. A Party shall not be considered to be in default in respect of any obligation hereunder if prevented from fulfilling such obligation by reason of Uncontrollable Forces; provided, that in order to be relieved of an Event of Default due to Uncontrollable Forces, a Party affected by an Uncontrollable Force shall:
(i) first provide oral notice to the General Manager using telephone communication within two (2) Business Days after the onset of the Uncontrollable Force, and provide subsequent written notice to the General Manager and all other Parties within ten (10) Business Days after the onset of the Uncontrollable Force, describing its nature and extent, the obligations which the Party is unable to fulfill, the anticipated duration of the Uncontrollable Force, and the actions which the Party will undertake so as to remove such disability and be able to fulfill its obligations hereunder; and

21 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT (ii) use due diligence to place itself in a position to fulfill its obligations hereunder and if unable to fulfill any obligation by reason of an Uncontrollable Force such Party shall exercise due diligence to remove such disability with reasonable dispatch; provided, that nothing in this subsection shall require a Party to settle or compromise a labor dispute.

7.4 Cure of an Event of Default. An Event of Default shall be deemed cured only if such default shall be remedied or cured within the time periods specified in Section 7.2 above, as may be applicable, provided, however, upon request of the Defaulting Participant the Commission may waive the default at its sole discretion, where such waiver shall not be unreasonably withheld.

7.5 Remedies in the Event of Uncured Default. Upon the occurrence of an Event of Default which is not cured within the time limits specified in Section 7.2, without limiting other rights or remedies available under this Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action NCPA may have against the Defaulting Participant, NCPA may take any or all of the following actions:
(i) suspend the provision of services under this Agreement to such Defaulting Participant; or
(ii) demand that the Defaulting Participant provide further assurances to guarantee the correction of the default, including the collection of a surcharge or increase

22 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT in electric rates, or such other actions as may be necessary to produce necessary Revenues to correct the default.

7.6 Effect of Suspension.

7.6.1 Generally. The suspension of this Agreement will not terminate, waive, or otherwise discharge any ongoing or undischarged liabilities, credits or obligations arising from this Agreement until such liabilities, credits or obligations are satisfied in full.

7.6.2 Suspension. If performance of all or any portion of this Agreement is suspended by NCPA with respect to a Participant in accordance with subsection

7.5(i), then such Participant shall pay any and all costs incurred by NCPA as a result of such suspension including reasonable attorney’s fees, the fees and expenses of other experts, including auditors and accountants, or other reasonable and necessary costs associated with such suspension and any portion of the Project Costs, scheduling and dispatch costs, and Administrative Services Costs that were not recovered from such Participant as a result of such suspension.

Section 8. Administration of Agreement

8.1 Commission. The Commission is responsible for the administration of this Agreement. Each Participant shall be represented by its Commissioner or their designated alternate Commissioner (“Alternate”) pursuant to the Joint Powers Agreement. Each

23 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT Commissioner shall have authority to act for the Participant represented with respect to matters pertaining to this Agreement.

8.2 Forum. Whenever any action anticipated by this Agreement is required to be jointly taken by the Participants, such action shall be taken at regular or special meetings of the NCPA Commission.

8.3 Quorum. For purposes of acting upon matters that relate to administration of this Agreement, a quorum of the Participants shall consist of those Commissioners, or their designated Alternate, representing a numerical majority of the Participants.

8.4 Voting. Each Participant shall have the right to cast one vote with respect to matters pertaining to this Agreement. A unanimous vote of all Participants shall be required for action regarding: (i) any transfer of rights to a Third Party as described in Section 9 of this Agreement; and (ii) for matters related to any of the following actions as provided for in the Purchase Agreements: (a) exercising any early termination provisions as set forth in the Purchase Agreements, and (b) exercising any assignment rights as set forth in the Purchase Agreements. For all other matters pertaining to this Agreement, a majority vote of the Participants shall be required for action.

Section 9. Transfer of Rights by Participants

9.1 A Participant has the right to make transfers, sales, assignments and exchanges (collectively “transfers(s)”) of any portion of its Project Participation Percentage and rights thereto, subject to the approval provisions in Section 8.4 of this Agreement,

24 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT provided that the transferee satisfies all applicable criterion in the Purchase Agreements.

If a Participant desires to transfer a portion or its entire share of the Project for a specific time interval, or permanently, then NCPA will, if requested by such Participant, use its best efforts to transfer that portion of the Participant’s share of the Project.

9.2 Unless otherwise set forth in this Agreement, before a Participant may transfer an excess Project share pursuant to Section 9.1 to any person or entity other than a Participant, it shall give all other Participants the right to purchase the share on the same terms and conditions. Before a Participant may transfer an excess Project share pursuant to section 9.1 to any person or entity other than a Member, it shall give all Members the right to purchase the share on the same terms and conditions. Such right shall be exercised within thirty (30) days of receipt of notice of said right.

No transfer shall relieve a Participant of any of its obligations under this Agreement except to the extent that NCPA receives payment of these obligations from a transferee.

9.3 The provisions of this Section 9 do not apply to the Exhibit A, unless expressly set forth therein.

Section 10. Term and Termination. This Agreement shall become effective when it has been duly executed by all Participants, and delivered to and executed by NCPA (the “Effective Date”). NCPA shall notify all Participants in writing of the Effective Date. The Term of this Agreement shall be coterminous with the Purchase Agreements, and shall

25 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT commence on the Effective Date, and shall continue through the term of the Purchase Agreements.

Section 11. Withdrawal of Participants. No Participant may withdraw from this Agreement except as otherwise provided for herein.

Section 12. Settlement of Disputes and Arbitration. The Parties agree to make best efforts to settle all disputes among themselves connected with this Agreement as a matter of normal business under this Agreement. The procedures set forth in Section 10 of the Power Management and Administrative Services Agreement shall apply to all disputes that cannot be settled by the Participants themselves; provided, that the provisions of Section 4.5 shall first apply to all disputes involving invoices prepared by NCPA.

Section 13. Miscellaneous

13.1 Confidentiality. The Parties will keep confidential all confidential or trade secret information made available to them in connection with this Agreement, to the extent possible, consistent with applicable laws, including the California Public Records Act.

Confidential or trade secret information shall be marked or expressly identified as such.

If a Party (“Receiving Party”) receives a request from a Third Party for access to, or inspection, disclosure or copying of, any other Party’s (the “Supplying Party”) confidential data or information, which the Receiving Party has possession of (“Disclosure Request”), then the Receiving Party shall provide notice and a copy of the Disclosure Request to the Supplying Party within three (3) Business Days after receipt of the Disclosure Request.

26 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT Within three (3) Business Days after receipt of such notice, the Supplying Party shall provide notice to the Receiving Party either:
(i) that the Supplying Party believes there are reasonable legal grounds for denying or objecting to the Disclosure Request, and the Supplying Party requests the Receiving Party to deny or object to the Disclosure Request with respect to identified confidential information. In such case, the Receiving Party shall deny the Disclosure Request and the Supplying Party shall defend the denial of the Disclosure Request at its sole cost, and it shall indemnify the Receiving Party for all costs associated with denying or objecting to the Disclosure Request. Such indemnification by the Supplying Party of the Receiving Party shall include all of the Receiving Party’s costs reasonably incurred with respect to denial of or objection to the Disclosure Request, including but not limited to costs, penalties, and the Receiving Party’s attorney’s fees; or (ii) that the Receiving Party may grant the Disclosure Request without any liability by the Receiving Party to the Supplying Party.

13.2 Indemnification and Hold Harmless. Subject to the provisions of Section

13.4, each Participant agrees to indemnify, defend and hold harmless NCPA and its Members, including their respective governing boards, officials, officers, agents, and employees, from and against any and all claims, suits, losses, costs, damages, expenses and liability of any kind or nature, including reasonable attorneys’ fees and the costs of litigation, including experts, to the extent caused by any acts, omissions, breach of

27 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT contract, negligence (active or passive), gross negligence, recklessness, or willful misconduct of that Participant, its governing officials, officers, employees, subcontractors or agents, to the maximum extent permitted by law.

13.3 Several Liabilities. No Participant shall, in the first instance, be liable under this Agreement for the obligations of any other Participant or for the obligations of NCPA incurred on behalf of other Participants. Each Participant shall be solely responsible and liable for performance of its obligations under this Agreement, except as otherwise provided for herein. The obligation of each Participant under this Agreement is, in the first instance, a several obligation and not a joint obligation with those of the other Participants.

Notwithstanding the foregoing, the Participants acknowledge that any debts or obligations incurred by NCPA under this Agreement on behalf of any of them shall be borne solely by such Participants in proportion to their respective Project Participation Percentages, and not by non-Participant Members of NCPA, pursuant to Article IV, Section 3(b) of the Joint Powers Agreement.

In the event that a Participant should fail to pay its share of the debts or obligations incurred by NCPA as required by this Agreement, the remaining Participants shall, in proportion to their Project Participation Percentages, pay such unpaid amounts and shall be reimbursed by the Participant failing to make such payments.

28 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

13.4 No Consequential Damages. FOR ANY BREACH OF ANY PROVISION OF

THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES

IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE DEFAULTING PARTY

SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO REMEDY OR MEASURE OF

DAMAGE IS EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY

SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE HEREBY WAIVED. IN NO EVENT SHALL NCPA OR ANY

PARTICIPANT OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, REPRESENTATIVES,

DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY LOST

PROFITS, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE, OR

INCIDENTAL LOSSES OR DAMAGES, INCLUDING LOSS OF USE, LOSS OF

GOODWILL, LOST REVENUES, LOSS OF PROFIT OR LOSS OF CONTRACTS EVEN IF

SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND

NCPA AND EACH PARTICIPANT EACH HEREBY WAIVES SUCH CLAIMS AND

RELEASES EACH OTHER AND EACH OF SUCH PERSONS FROM ANY SUCH LIABILITY.

The Parties acknowledge that California Civil Code section 1542 provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must

29 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT have materially affected his or her settlement with the debtor.” The Parties waive the provisions of section 1542, or other similar provisions of law, and intend that the waiver and release provided by this Section of this Agreement shall be fully enforceable despite its reference to future or unknown claims.

13.5 Waiver. No waiver of the performance by a Party of any obligation under this Agreement with respect to any default or any other matter arising in connection with this Agreement shall be effective unless given by the Commission or the governing body of a Participant, as applicable. Any such waiver by the Commission in any particular instance shall not be deemed a waiver with respect to any subsequent performance, default or matter.

13.6 Amendments. Except where this Agreement specifically provides otherwise, this Agreement may be amended only by written instrument executed by the Parties with the same formality as this Agreement.

13.7 Assignment of Agreement.

13.7.1 Binding Upon Successors. This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assignees of the Parties to this Agreement.

13.7.2 No Assignment. Neither this Agreement, nor any interest herein, shall be transferred or assigned by a Party hereto except with the consent in writing of the other Parties hereto, which consent shall not be unreasonably withheld.

30 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

13.8 Severability. In the event that any of the terms, covenants or conditions of this Agreement or the application of any such term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants or conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless the court holds that such provisions are not severable from all other provisions of this Agreement.

13.9 Governing Law. This Agreement shall be interpreted, governed by, and construed under the laws of the State of California.

13.10 Headings. All indices, titles, subject headings, section titles and similar items are provided for the purpose of convenience and are not intended to be inclusive, definitive, or affect the meaning of the contents of this Agreement or the scope thereof.

13.11 Notices. Any notice, demand or request required or authorized by this Agreement to be given to any Party shall be in writing, and shall either be personally delivered to a Participant’s Commissioner or Alternate, and to the General Manager, or shall be transmitted to the Participant and the General Manager at the addresses shown on the signature pages hereof. The designation of such addresses may be changed at any time by written notice given to the General Manager who shall thereupon give written notice of such change to each Participant. All such notices shall be deemed delivered when personally delivered, two (2) Business Days after deposit in the United States mail

31 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT first class postage prepaid, or on the first Business Day following delivery through electronic communication.

13.12 Warranty of Authority. Each Party represents and warrants that it has been duly authorized by all requisite approval and action to execute and deliver this Agreement and that this Agreement is a binding, legal, and valid agreement enforceable in accordance with its terms. Upon execution of this Agreement, each Participant shall deliver to NCPA a resolution of the governing body of such Participant evidencing approval of and authority to enter into this Agreement.

13.13 Counterparts. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument and as if all the signatories to all of the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.

13.14 Venue. In the event that a Party brings any action under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Placer or in the United States District Court for the Eastern District of California.

32 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

13.15 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, then each Party shall bear its own fees and costs, including attorneys’ fees, associated with the action.

13.16 Counsel Representation. Pursuant to the provisions of California Civil Code Section 1717 (a), each of the Parties were represented by counsel in the negotiation and execution of this Agreement and no one Party is the author of this Agreement or any of its subparts. Those terms of this Agreement which dictate the responsibility for bearing any attorney’s fees incurred in arbitration, litigation or settlement in a manner inconsistent with the provisions of Section 13.2 were intentionally so drafted by the Parties, and any ambiguities in this Agreement shall not be interpreted for or against a Party by reason of that Party being the author of the provision.

13.17 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties, by any third person or any Third Parties, to be for the benefit of any Third Party, nor shall any Third Party have any right to enforce any provision of this Agreement or be entitled to damages for any breach by the Parties of any of the provisions of this Agreement.

34 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

CITY OF ALAMEDA
2000 Grand Street
Alameda, CA 94501

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its: City Attorney
Date:

Attestation (if applicable)
_____________________________
By:__________________________
Its:

Date:

CITY OF BIGGS
465 C Street
Biggs, CA 95917

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:

Its: City Attorney _________________
Date:

Attestation (if applicable)
_____________________________
By:__________________________
Its:

Date:

36 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

CITY OF LOMPOC
100 Civic Center Plaza
Lompoc, CA 93436

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:

Its: City Attorney _________________
Date:

Attestation (if applicable)
_____________________________
By:__________________________
Its:

Date:

CITY OF PALO ALTO
160 Palo Alto Avenue
Palo Alto, CA 94301

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:

Its: City Attorney _________________
Date:

Attestation (if applicable)
_____________________________
By:__________________________
Its:

Date:

37 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

CITY OF OAKLAND, acting
by and through its
Board of Port Commissioners
530 Water Street
Oakland, CA 94607

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:

Its: City Attorney _________________
Date:

Attestation (if applicable)
_____________________________
By:__________________________
Its:

Date:____________________________

38 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

EXHIBIT A

PROJECT PARTICIPATION PERCENTAGES

On the Effective Date of the Agreement the initial Participant (“Initial Participant”) who is signatory to this Agreement, and its respective initial Project Participation Percentage share of the Project is set forth in Table 1 of this Exhibit A (“Initial Project Participation Percentage”). The process set forth below is not subject to the requirements of Section 9 of this Agreement, except as set forth below.

Thereafter, a Member who is not a Participant may exercise a right to accept a transfer of a portion of the Initial Project Participation Percentage of the Initial Participant in an amount no greater than the amount set forth in Table 2 of this Exhibit A, no later than April 30, 2023 (the “Transfer Completion Deadline”), unless the Initial Participant otherwise agrees in writing to extend the Transfer Completion Deadline. The right to transfer described in this Exhibit A shall be exercised in writing (1) addressed to NCPA and the Initial Participant, and (2) by a Member’s execution of this Agreement by the Transfer Completion Deadline. For purposes of this Exhibit A only, that Member who becomes a Participant shall be referred to as a “Table 2 Participant.” Notwithstanding the foregoing,

39 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT the Transfer Completion Deadline applies only to the intended assumption of the Project Participation Percentage described in Table 2 of this Exhibit A, and shall not limit or reduce a Participant’s rights set forth in Section 9 of this Agreement. Upon written notice and execution of this Agreement , the Table 2 Participant will assume all rights and obligations set forth in this Agreement for the portion of the Project Participation Percentage share of the Project as set forth in Table 2 of this Exhibit A. If any Members exercise their right to accept a transfer of a share of the Project Participation Percentage, the Parties shall add to this Exhibit A by preparing a Table 3 to reflect the Final Project Participation Percentage shares of the Project. NCPA shall prepare Table 3 after the Transfer Completion Deadline to reflect the Final Project Participation Percentages of each Participant, and such Table 3 will be added to this Exhibit A as an amendment to this Agreement once adopted by the Commission. In the event an intended Table 2 Participant does not become a Table 2 Participant by the Transfer Completion Deadline, the Initial Participant shall retain the Project Participation Percentage of the intended Table 2 Participant as described in Table 2 of this Exhibit A, and such will be reflected in Table 3.

40 THIRD PHASE AGREEMENT FOR GEYSERS POWER COMPANY PROJECT

EXHIBIT B
Purchase Agreements

Western Systems Power Pool Agreement Confirmation between Northern California Power Agency and Geysers Power Company, LLC , to purchase electric capacity attached to this Exhibit B.

Western Systems Power Pool Agreement Confirmation between Geysers Power Company, LLC and Northern California Power Agency, to purchase renewable energy attached to this Exhibit B.

1 WESTERN SYSTEMS POWER POOL AGREEMENT

TRANSACTION CONFIRMATION

BETWEEN

NORTHERN CALIFORNIA POWER AGENCY
AND

GEYSERS POWER COMPANY, LLC
This transaction confirmation (" Confirmation") sets forth the terms and conditions of the transaction between Northern California Power Agency, a public joint powers entity organized under the Joint Exercise of Powers Act (California Government Code Section 6500 et seq.) (“Buyer” or “Purchaser”) and Geysers Power Company, LLC ., a Delaware limited partnership (“ Seller”), each individually a “ Party” and together the “ Parties”, dated as of __________ (the " Confirmation Effective Date "), in which Seller agrees to provide to Buyer the Product, as such term is defined in Article 3 of this Confirmation (the “Transaction”).

This Transaction is governed by the Western Systems Power Pool (“WSPP”) Agreement (Effective Version:

August 26, 2022) (the “Master Agreement”). The Master Agreement and this Confirmation are collectively referred to herein as the “Agreement”. Capitalized terms used but not otherwise defined in this Confirmation are defined in the Master Agreement or the Tariff (as defined herein). To the extent that this Confirmation is inconsistent with any provision of the Master Agreement, this Confirma tion shall control and shall govern the rights and obligations of the Parties in connection with this Transaction. Except as other wise specified, references to an “Article” or a “Section” mean an Article or Section of this Confirmation, as applicable.

ARTICLE 1

DEFINITIONS

1.1 “Agreement” has the meaning specified in the introductory paragraph hereof.

1.2 “Alternate Capacity” is defined in Section 4.5.

1.3 "Applicable Laws " means any law, rule, regulation, order, decision, judgment, or other legal or regulatory determination by any Governmental Body having jurisdiction over one or both Parties or this Transaction, including without limitation, the Tariff.

1.4 "Availability Incentive Payments" is defined in the Tariff.

1.5 “Availability Standards" is defined in the Tariff.

1.6 "Buyer" is defined in the introductory paragraph hereof.

1.7 "CAISO" means the California Independent System Operator Corporation or its successor.

1.8 “Capacity Replacement Price ” means (a) the price actually paid for any Replacement Capacity purchased by Buyer purs uant to Section 4.7 hereof, plus costs reasonably incurred by Buyer in purchasing such Replacement Capacity, or (b) absent a purchase of any Replacement Capacity, the market price for such Designated RA Capacity not provided at the Delivery Point. The Buy er shall determine such market prices in a commercially reasonable manner. For purposes of Section Four of the Master Agreement, “Capacity Replacement Price” shall be deemed to be the “Replacement Price.”

1.9 “CPUC” means the California Public Utilities Commission, or any successor entity.

1.10 “CIRA Tool ” means the CAISO Customer Interface for Resource Ad equacy application, or its successor platform.

1.11 “Compliance Showing” means the applicable LSE compliance with the RAR , FCR and LAR of its applicable regulatory authority for an applicable Showing Month.

1.12 "Confirmation" is defined in the introductory paragraph hereof.

1.13 "Confirmation Effective Date" is defined in the introductory paragraph hereof.

1.14 "Contingent Firm RA Product" is defined in Section 3.4.

December 23, 2022

2 1.15 "Contract Price" means, for any Monthly Delivery Period, the price specified under the RA Capacity Price Table in Section 4.9.

1.16 "Contract Quantity" means, with respect to any particular Showing Month of the Delivery Period, the amount of Product (in MWs) set forth in the table in Appendix B which Seller has agreed to provide to Buyer from the Unit (s) for such Showing Month (as such amount may be adjusted pursuant to Section 4.4).

1.17 “Control Area” is defined in the Tariff.

1.18 “CAISO Controlled Grid” is defined in the Tariff.

1.19 "CPUC Decisions" means CPUC Decisions 04 -01-050, 04-10-035, 05-10-042, 06-06-064, 06-07- 031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024, 14-06-050, 15-06-063, 16-06-045, 17-06-027, 18-06-030, 18-06-031, 19-02-022, 19-06-026,20-06-002, 20-06- 028, D.20-06-031, D.20 -12-006, D.21 -06-035, and any other existing or subsequent decisions related to resource adequacy issued from time to time by the CPUC, as amended from time to time.

1.20 “CPUC Filing Guide ” means the annual document issued by the CPUC which sets forth the guidelines, requirements and instructions for LSEs to demonstrate compliance with the CPUC’s resource adequacy program.

1.21 "Delivery Period" is defined in Section 4.1.

1.22 "Delivery Point" is defined in Section 4.2.

1.23 "Designated RA Capacity" shall be equal to, with respect to any particular Showing Month of the Delivery Period, the Contract Quantity of Product for such Showing Month including the amount of Contract Quantity that Seller has elected to provide Alternate Capacity, minus any reductions to Contract Quantity specified in Section 4.4 with respect to which Seller has not elected to provide Alternate Capacity.

1.24 “Effective Flexible Capacity” or “EFC” means the FCR Attributes of a resource that can be counted towards an LSE’s FCR, as identified from time to time by the Tariff, the CPUC Decisions, LRA, or other Governmental Body having jurisdiction. To the extent the CPUC Decisions, CAISO, LRA or other Governmental Body having jurisdiction creates a new category or classification of FCR Attributes during the term of this Transaction, and a Unit can count toward such new categories or classifications of FCR Attributes while operating consistent with the operational limitations a nd physical characteristics of such Unit, any and all such new categories or classifications of FCR Attributes shall be deemed to be part of the EFC and FCR Attributes of a Unit for the purpose of this Agreement. The above notwithstanding, to the extent the CPUC Decisions, CAISO, LRA or other Governmental Body having jurisdiction reduces the applicable EFC of a Unit, the EFC of a Unit may be reduced pursuant to Section 4.4 of this Confirmation.

1.25 "Emission Performance Standard ” or “EPS” means the requirement set -forth in California Code of Regulations (CCR) Title 20, Chapter 11, Article 1. Section 2900 et seq.

1.26 “FCR Attributes” means, with respect to a Unit, any and all flexible resource adequacy attributes, consistent with the operational limitations and physical characteristics of such Unit, that can be counted toward an LSE’s FCR, as may be identified at any time during the Delivery Period that can be counted toward an LSE’s FCR, exclusive of any RAR Attributes and LAR Attributes.

1.27 “FCR Showings” means the FCR Compliance Showings (or similar or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions and the Tariff, or to an LRA having jurisdiction over the LSE (and, to the extent authorized by the LRA, to the CAISO) pursuant to the Tariff.

1.28 "Firm RA Product" is defined in the Section 3.3.

1.29 "Flexible Capacity Requirements" or “FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or other Governmental Body having jurisdiction.

3 1.30 “Flexible RA Product” is defined in the Section 3.2.

1.31 “Force Majeure” has the same meaning as “Uncontrollable Forces” under the Master Agreement.

1.32 "Governmental Body" means (i) any federal, state, local, municipal or other government; (ii) any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and (iii) any court or governmental tribunal.

1.33 “Investment Grade Rating” means a rating of BBB- or better from S&P, Fitch or Kroll, or a rating of Baa3 or better from Moody’s.

1.34 “Local Area Requirements ” or "LAR" means local area reliability, including any program of localized resource adequacy requirements established for an LSE by the CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction. LAR may also be known as local resource adequacy, local RAR, “PG&E Other”, “Greater Bay Area RA”, or local capacity requirements in other regulatory proceedings or legislative actions.

1.35 "LAR Attributes " means , with respect to a Unit, any and all RA Capacity and other resource adequacy attributes (or other locational attributes related to system reliability), consistent with the operational limitations and physical characteristics of a Unit, as they are identified as of the Confirmation Effective Date by the CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction, associated with the physical location or point of electrical interconnection of the Unit within the CAISO Control Area, that can be counted toward an LSE’s LAR, but exclusive of any RAR Attributes which are not associated with where in the CAISO Control Area the Unit is physically located or electrically interconnected. To the extent the CPUC Decisions, CAISO, LRA or other Governmental Body having jurisdiction creates a new category or classification of LAR Attributes during the term of this Transaction, and a Unit can count toward such new categories or classifications of LAR Attributes while operating consistent with the oper ational limitations and physical characteristics of such unit, including where the Unit is physically located or electrically interconnected, any and all such new categories or classifications of LAR Attributes shall be deemed to be part of the LAR Attributes of a Unit for the purpose of this Agreement. If the CPUC Decisions, CAISO, L RA or other Governmental Body having jurisdiction redefines LAR whereby a Unit no longer counts toward an LSE’s LAR due to where the Unit is physically located or electrically interconnected, then such change will not change the obligations of payments hereunder.

1.36 “LAR Showings” means the LAR Compliance Showings (or similar or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions and the Tariff , or to an LRA having jurisdiction over the LSE (and, to the extent authorized by the LRA, to the CAISO) pursuant to the Tariff.

1.37 “LRA” is defined in the Tariff.

1.38 "LSE" is defined in the Tariff.

1.39 "Master Agreement" is defined in the introductory paragraph hereof.

1.40 "Monthly Delivery Period " means each calendar month during the Delivery Period and shall correspond to each Showing Month.

1.41 "Monthly RA Capacity Payment" is defined in Section 4.9.

1.42 “Net Qualifying Capacity” or “NQC” is defined in the Tariff, and is inclusive of RAR Attributes and, if applicable, LAR Attributes, if LAR Attributes is specified in Section 3.1.

1.43 “Non-Availability Charge” is defined in the Tariff.

1.44 “Notification Deadline” in respect to a Showing Month shall be ten (10) Business Days before the relevant Compliance Showing deadlines for the corresponding RAR Showings, LAR Showings, and FCR Showings for such Showing Month.

4 1.45 "Outage" means disconnection, separation, or reduction in the capacity of any Unit that relieves such Unit from all or part of the offer obligations of the Unit consistent with the Tariff. Outage includes Planned Outage.

1.46 “Participating Member” means a member of Buyer that is signatory to the Third Phase Agreement.

1.47 “Party” and “Parties” have the meanings specified in the introductory paragraph hereof.

1.48 "Planned Outage" means, subject to and as further described in the CPUC Decisions and the Tariff, an “Approved Maintenance Outage” under the Tariff , a CAISO-approved planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit.

1.49 "Product" is defined in Article 3.

1.50 “Project” has the meaning set forth in the RPS Agreement.

1.51 "RA Capacity " means the qualifying and deliverable capacity of a Unit for RAR, LAR, and FCR purposes for the Delivery Period, as determined by the CAISO, LRA or other Governmental Body authorized to make such determination under Applicable Laws. RA Capacity encompasses the RAR Attributes, LAR Attributes and FCR Attributes of the capacity provided by a Unit, as applicable pursuant to this Confirmation.

1.52 "RA Capacity Price" means the price specified in the RA Capacity Price Table in Section 4.9 hereof.

1.53 "RAR" means the resource adequacy requirements, exclusive of LAR and FCR, established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or other Governmental Body having jurisdiction.

1.54 "RAR Attribut es" means, with respect to a Unit, any and all RA Capacity and other resource adequacy attributes consistent with the operational limitations and physical characteristics of such Unit, exclusive of any LAR Attributes and FCR Attributes . To the extent the CPUC Decisions, CAISO, LRA or other Governmental Body having jurisdiction creates a new category or classification of RAR Attributes during the term of this Transaction, and a Unit can count toward such new category or classification of RA Attributes while operating consistent with the operational and physical characteristics of such Unit, any and all such new categories or classifications of RA Attributes shall be deemed to be part of the RAR Attributes of a Unit for the purpose of this Agreement. The above notwithstanding, to the extent the CPUC Decisions, CAISO, LRA or other Governmental Body having jurisdiction reduces the applicable NQC of a Unit, the NQC of a Unit may be reduced pursuant to Section 4.4 of this Confirmation.

1.55 "RAR Showings" means the RAR Compliance Showings (or similar or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO), pursuant to the CPUC Decisions and the Tariff, or to an LRA having jurisdiction over the LSE (and, to the extent authorized by the LRA, to the CAISO) pursuant to the Tariff .

1.56 "Replacement Capacity" is defined in Section 4.7.

1.57 “Replacement Unit” is defined in Section 4.5.

1.58 "Resource Category" shall be as described in the CPUC Filing Guide , as such may b e modified, amended, supplemented or updated from time to time.

1.59 “Resource Adequacy Plan” is defined in the Tariff.

1.60 “RPS Agreement” is defined in Article 6.

1.61 “Scheduling Coordinator” or “SC” is defined in the Tariff.

1.62 "Seller" is defined in the introductory paragraph hereof.

1.63 “Showing Month” shall be the calendar month during the Delivery Period that is the subject of the RAR Showing, LAR Showing, and/or FCR Showing, as applicable, as set forth in the CPUC Decisions or the Tariff. For illustrative purposes only, pursuant to the CPUC Decisions and the Tariff

5 in effect as of the Confirmation Effective Date, the monthly RAR Showing made in June is for the Showing Month of August.

1.64 “Subsequent Buyer” means the purchaser of Product from Buyer in a re-sale of Product by Buyer.

1.65 “Supply Plan” means the annual and monthly supply plans, or similar or successor filings, that each Scheduling Coordinator representing RA Capacity submits to the CAISO, LRA, or other Governmental Body, pursuant to Applicab le Laws and the Tariff , in order for that RA Capacity to count for its RAR Attributes, LAR Attributes, and/or FCR Attributes.

1.66 “CAISO Tariff” or "Tariff" means the tariff and protocol provisions of the CAISO, including the rules, protocols, procedures and s tandards attached thereto, as it may be amended, modified, supplemented or replaced (in whole or in part) from time to time.

1.67 “Third Phase Agreement ” means the agreement between Buyer and the Participating Members that sets forth the terms and conditions under which Buyer is authorized to enter into this Agreement on behalf of the Participating Members.

1.68 "Transaction" is defined in the introductory paragraph hereof.

1.69 "Unit" or "Units" means a resource from which Product will be provided by Seller to Buyer, including any Replacement Unit.

1.70 “Unit EFC” means the Effective Flexible Capacity set by the CAISO for the applicable Unit.

1.71 “Unit NQC” means the Net Qualifying Capacity set by the CAISO for the applicable Unit.

ARTICLE 2

DESIGNATED UNIT(S)

2.1 Seller to Annually Designate Unit(s)
(a) On an annual basis during the Delivery Period of this Transaction, Seller shall designate the Unit(s) from which Product will be provided from Seller to Buyer for each Showing Month of the following calendar year , by providing written notice to Buyer with the specific Unit (s) information contained in Appendix A-1, and the Contract Quantity that will be supplied from specific Unit(s) listed in Appendix A -2, by no later than the earlier of (i) October 1, or (ii) thirty (30) calen dar days before the annual deadline for the year -ahead Compliance Showing.
(b) The Unit (s) designated by Seller shall meet the Product characteristics and Contract Quantity specified in Article 3, Article 4, the Resource Category requirements set forth in Section 2.1(c), and as described in Appendix A.
(c) The Unit (s) designated by Seller shall (i) qualify as a Maximum Cumulative Capacity (“MCC”) Resource Category 4 resource, and (ii) be able to Bid, run and operate in all hours of the month on a 7x24 basis (planned availability is unrestricted). (d) Nothing in this Section 2.1 shall be construed to limit the applicability of Sections 4.4 (Adjustment to Contract Quantity) or 4.5 (Alternate Capacity) of this Confirmation. (e) Seller designation of the Unit (s) each year shal l not in any way (i) convert the Contingent Firm RA Product being sold under this Confirmation into Firm RA Product, or (ii) cause any change to the Monthly RA Capacity Payment.

6 ARTICLE 3

RESOURCE ADEQUACY CAPACITY PRODUCT
During the Delivery Period, Seller shall provide to Buyer, pursuant to the terms of this Confirmation, RA Capacity as Designated RA Capacity in the amount of the Contract Quantity of (i ) RAR Attributes and, if applicable, LAR Attributes if LAR Attributes is specified in Section 3.1, and (ii) FCR Attributes, if Flexible RA Product is specified in Section 3.2, and the Contract Quantity shall be either a Firm RA Product or a Contingent Firm RA Product, as specified in either Section 3.3 or Section 3.4 (the “Product”). The Product does not confer to Buyer any right to the electrical output from a Unit, other than the right to include the Designated RA Capacity associated with the Contract Quantity in RAR Showings, LAR Showings, and FCR Showings, as applicable, and any other capacity or re source adequacy requirements, markets or proceedings as specified in this Confirmation . Specifically, no energy or ancillary services associated with any Unit is required to be made available to Buyer as part of this Transaction , and Buyer shall not be responsible for compensating Seller for Seller's commitments of a Unit to the CAISO required by this Confirmation. Seller retains the right to sell pursuant to the Tariff any RA Capacity from a Unit that is in excess of that Unit’s Contract Quantity and any RAR Attributes, LAR Attributes or FCR Attributes not otherwise transferred, conveyed, or sold from Seller to Buyer under this Confirmation. Unless otherwise set forth herein, Seller shall also retain any and all revenues received from the CAISO with respect to the Transaction contemplated by this Confirmation.

3.1 RAR and LAR Attributes
Seller shall provide Buyer with the Designated RA Capacity of RAR Attributes and, if applicable, LAR Attributes, if LAR Attributes is specified in Section 3.1, from each Unit, as measured in MWs, in accordance with the terms and conditions of this Agreement:

LAR Attributes Included
If selected, LAR Attributes to be provided from Local Capacity Area: North Coast / North Bay
LAR Attributes Not Included

3.2 Flexible RA Product
Seller shall provide Buyer with Designated RA Capacity of FCR Attributes from the Unit (s) in an amount calculated for each Monthly Delivery Period as follows: (Contract Quantity / Unit NQC) x Unit EFC.

3.3 Firm RA Product
Seller shall provide Buyer with Designated RA Capacity from the Unit (s) in the amount of the Contract Quantity. If the Unit (s) are not available to provide the full amount of the Contr act Quantity for any reason other than Force Majeure, including without limitation any Outage or any adjustment of the RA Capacity of any Unit, pursuant to Section 4.4, then, Seller shall provide Buyer with Designated RA Capacity from one or more Replacement Units. If Seller fails to provide Buyer with replacement Designated RA Capacity from Replacement Units, then Seller shall be liable for damages and/or required to indemnify Buyer for penalties or fines pursuant to the terms of Sections 4.7 and Section 4.8 hereof.

3.4 Contingent Firm RA Product
Seller shall provide Buyer with Designated RA Capacity from the Unit (s) in the amount of the Contract Quantity; provided, however, that if (i) the Unit(s) are not available to provide the full amount of the Contract Quantity due to Force Majeure, a Planned Outage , or a reduction of the Contract Quantity determined pursuant to Section 4.4, and (ii) Seller has provided Buyer written notice no la ter than the Notification Deadline that the full amount of Contract Quantity is not available, then Seller may either reduce the Contract Quantity or provide Buyer with Designated RA Capacity from one or more Replacement Units pursuant to Section 4.5 hereo f for the applicable Showing Month. If Seller fails to provide Buyer with Designated RA Capacity in the amount of the Contract Quantity (x) for any reason other than Force Majeure, a Planned

7 Outage, or reduction of the Contract Q uantity determined pursuan t to Section 4.4, or (y) Seller failed to provide Buyer timely notice pursuant to this Section 3.4, then Seller shall be liable for damages and/or be required to reimburse and indemnify Buyer for penalties or fines pursuant to the terms of Sections 4.7 and Section 4.8 hereof.

ARTICLE 4

DELIVERY AND PAYMENT

4.1 Delivery Period
The Delivery Period shall be January 1, 2025 through December 31, 2036, inclusive. For the avoidance of doubt, nothing in this Agreement shall obligate Seller to provide any Product to Buyer for any period after the end of the Delivery Period.

4.2 Delivery Point
The Delivery Point for each Unit shall be the CAISO Control Area, and if applicable, the LAR region in which the Unit is electrically interconnected.

4.3 Contract Quantity
The Contract Quantity of the Unit(s) for each Monthly Delivery Period is set forth in Appendix B.

4.4 Adjustments to Contract Quantity
(a) Planned Outages: If Seller is unable to provide any portion of the Contract Quantity for any Showing Month due to a Planned Outage of a Unit, then Seller shall have the option, but not the obligation, upon written notice to Buyer by the Notification Deadline, to either (i) reduce the Contract Quantity for the applicable Showing Month in accordance with the Planned Outage, or (ii) provide Alternate Capacity in accordance with Section 4.5 up to the Contract Quantity for the applicable Showing Month.
(b) Reductions in Unit NQC : If the Product is Contingent Firm RA Product , as specified in Section 3.4, then Seller’s obligation to provide the Contract Quantity for any Showing Month may be reduced if (i) a Unit experiences a reduction in Unit NQC as determined by the CAISO, and (ii) Seller provides written notice of the reduction in Contract Quantity to Buyer by the Notification Deadline for the applicable Showing Month . Seller’s potential reduction in Contract Quantity for each remaining Showing Month shall equal the product of (a) the applicable Showing Month Contract Quantity and (b) the total amount (in MW) that a Unit NQC was reduced since the Confirmation Effective Date, divided by (c) a Unit NQC as of the Confirmation Effective Date. If a Unit experiences a reduction in Unit NQC, then Seller has the option, but not the obligation, to provide the applicable Contr act Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available Product and/or (ii) to provide Alternate Capacity, provided, that in each case Seller shall provide written notice of such Replacement Units by the Notification Deadline for the applicable Showing Month.
(c) Reductions in Unit EFC : If the Product is Contingent Firm RA Product that includes FCR Attributes, as specified in Section 3.2, then Seller’s obligation to provide FCR Attributes for a Unit in any Showing Month may be reduced by Seller if a Unit experiences a reduction in Unit EFC as determined by the CAISO . To the extent any such FCR Attributes reduction occur during the Delivery Period, Seller may reduce the amount of FCR Attributes provided to Buyer from a Unit on a pro rata basis based on the overall size (in MWs) of a Unit. For example, if Seller provides FCR Attributes from a Unit that has an Unit NQC of 100 MW and an Unit EFC of 100 MW, Seller’s allocation of FCR Attributes to Buyer associated with 50 MW of Contract Quantity would be 50% of the Unit EFC , or 50 MW of Unit EFC . If a Unit EFC reduction causes a Unit with a 100 MW Unit NQC to then be eligible for only 50 MW of Unit EFC, then Seller’s allocation of FCR Attributes to Buyer would be reduced on a pro rata basis to 25 MW (i.e. 5 0% of a Unit’s 50 MW of Unit EFC). The Parties acknowledge and

8 agree that any such change to the FCR Attributes shall not (i) entitle Buyer to a change in the Contract Price or a change in th e amounts payable under Section 4.9, (ii) result in any change to Seller’s obligation to provide the Contract Quantity of RAR Attributes and, if applicable, LAR Attributes , to Buyer (iii) give either Party the right to terminate this Agreement, or (iv) allow for the severability of any provisions of this Confirmation pursuant to the Master Agreement.
(d) UCAP: If during the Delivery Period the CAISO, the CPUC, or the applicable Governmental Body either replaces Unit NQC as the value utilized to measure the RA Capacity of a Unit, with a successor value such as unforced capacity (UCAP), or utilizes such successor value as a supplemental means of measuring the RA Capacity of a Unit together with Unit NQC, then from and after such replacement Seller shall provide written notice and convey to Buyer an amount of RA Capacity of a Unit of (i) no less than the amount obtained by calculating the Buyer’s share of such qualifying capacity on a pro rata basis , but (ii) no more than the Contract Quantity (i.e. follo wing such replacement, Seller’s delivery obligation will be obtained by calculating the product of ( A) the Contract Quantity divided by a Unit NQC, multiplied by ( B) a Unit’s overall qualifying capacity (in MW) as measured by such new method of measuring a Unit’s qualifying capacity ). There will be no change in payments owed by Buyer to the extent any such change in Contract Quantity is solely as result of the UCAP calculation methodology being applied equally to similar geothermal generator resources interconnected to the CAISO Balancing Authority Area ; provided that, to the extent a UCAP adjustment factor is applied to Seller’s Unit (s) based on the historical operations or performance of such Unit(s) that results in a Unit’s overall qualifying capacity being less than the standard UCAP adjustment factor applied to the overall qualifying capacity for other similar geothermal generator resources interconnected to the CAISO Balancing Authority Area , then the Contract Quantity for purposes of payment shal l be reduced by the difference (rounded to the nearest MW) between a Unit’s UCAP adjustment factor and the standard UCAP adjustment factor for other similar geothermal generator resources interconnected to the CAISO Balancing Authority Area. After the implementation of UCAP and the corresponding reduction in Contract Quantity, if any, set for th in the preceding sentence, Seller shall remain solely responsible for managing its Units to ensure that Buyer receives the Contract Quantity (as adjusted for UCAP) for the remainder of the term of this Agreement.
(e) Force Majeure: Seller’s obligation to provide the Contract Quantity for any Showing Month may be reduced at Seller’s option if (i) a Unit, or the transmission system used to deliver the Product from a Unit to the Delivery Point , is affected by Force Majeure , so that Seller is unable to delivery Product to Buyer for an applicable Showing Month, and (ii) Seller provides written notice to Buyer of such reduction in Contract Quantity by the Notification Deadline for the applicable Showing Month . If Seller is unable to provide the Contract Quantity to Buyer for a Showing Month due to the transmission system used to deliver the Product from a Unit to the Delivery Point being affected by Force Majeure , Seller has the option, but not the obligation, to provide Alternate Capacity.
(f) Invoice Adjustment: In the event that the Contract Quantity is reduced due to an adjustment to Contract Quantity pursuant to Section 4.4, and Seller does not elect to provide Altern ate Capacity pursuant to Section 4.4 and Section 4.5 , then the invoice for the applicable Showing Month, calculated pursuant to Section 4.9, shall be adjusted to reflect the reduced amount of Contract Quantity provided from Seller to Buyer in the applicable Showing Month.

4.5 Alternate Capacity
a) If Seller desires to provide the Contract Quantity of Product to Buyer for any Showing Month from a resource other than a Unit previously designated pursuant to Article 2 (“Alternate Capacity”), then Seller may, at no additional cost to Buyer, provide Buyer with Alternate Capacity from one or more replacement units (a “Replacement Unit”), with the total amount of Product provided to Buyer from Designated RA Capacity up to an amount equal to the Contract Quantity for an applicable Showing Month; provided that in each case, (i) Seller

9 shall provide written notice to Buyer of its intent to provide Alternative Capacity no later than the Notification Deadline for an applicable Showing Month, and (ii) the Replacement Unit(s) meet the requirements of the Product described in Article 2 and Article 3. If Seller notifies Buyer in writing of its intent to provide Alternate Capacity no later than the Notification Deadline for an applicable Showing Month, and the Replacement Unit (s) provided as Alternative Capacity meet the requirements of the Product as described in Article 2 and Article 3, then such Alternate Capacity shall be automatically deemed a Unit for purposes of this Confirmation for that Showing Month.

4.6 Delivery of Product
Subject to Seller’s rights under Article 3, Section 4.4 and Section 4.5, Seller shall provide Buyer with the Designated RA Capacity of Product for each Showing Month consistent with the following:
a) Seller shall provide Buyer with the Designated RA Capacity of Product for each day of each Showing Month.
b) Seller shall, on a timely basis, submit, or cause a Unit’s SC to submit, by the Notification Deadline (i) monthly Supply Plans, and (ii) annual Supply Plans if the Confirmation Effective Date is prior to the year -ahead Compliance Showing deadline applicable for the Delivery Period, to the CAISO, LRA, or other applicable Governmental Body in accordance with the applicable rules and requirements (including the CAISO Tariff), identifying and confirming the transfer of the Designated RA Capacity from Seller to Buyer for each Showing Month, unless Buyer specifically requests in writing that Seller not do so (it being understood that any Designated RA Capacity subject to such a request from Buyer will be deemed to have been provided to Buyer for all purposes under this Confirmation). c) The Product is delivered and received when the CIRA Tool shows the Supply Plan accepted for the Product from the Unit by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if (i) Buyer has elected to submit the Product from the Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool due solely to a Seller error, and are rejected by CAISO, or (ii) Seller fails to submi t the volume of Designated RA Capacity for any Showing Month pursuant to this Confirmation. Buyer will have received the Contract Quantity if (x) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month, (y) Seller correctly submits the Supply Plan and the Supply Plan and/or Resource Adequacy Plan are not matched in the CIRA Tool due solely to a Buyer error or (z) Seller complies with Buyer’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for th e applicable Showing Month. Seller will not have failed to deliver the Contract Quantity if Buyer fails or chooses not to submit the Unit (s) and the Product in its Resource Adequacy Plan with the CPUC or CAISO.

4.7 Damages for Failure to Provide Designated RA Capacity If Seller fails to provide Buyer with the Designated RA Capacity of Product for any Showing Month , and such failure is not excused under the terms of the Agreement, then the following shall apply:

(a) Buyer may, but shall not be required to, replace any portion of the Designated RA Capacity not provided by Seller with capacity having equivalent RAR Attributes, and if applicable, LAR Attributes and/or FCR Attributes as the Designated RA Capacity not provided by Seller, provided, that, if any portion of the Designated RA Capacity that Buyer is seeking to replace is Designated RA Capacity having RAR Attributes and no LAR Attributes ( such capacity shall also include FCR Attributes if specified in Section 3.2 ) and no such RAR capacity is available, then Buyer may replace such portion of the Designated RA Capacity with capacity having RAR Attributes and LAR Attributes (as well as FCR Attributes if specified in Section

3.2) (“Replacement Capacity ”). Such Replacement Capacity may also be provided by

10 CAISO to Buyer pursuant to the Tariff. Buyer may enter into purchase transactions with one or more parties to replace any portion of Designated RA Capacity not provided by Seller.

Additionally, Buyer may enter into one or more arrangements to repurchase its obligation to sell and deliver capacity to another party and, to the extent such transactions are done at prevailing market prices, such arrangements shall be considered equivalent to the procurement of Replacement Capacity. Buyer shall use commercially reasonable efforts to minimize damages when procuring any Replacement Capacity. (b) Seller shall pay to Buyer at the time set forth in Section 21 of the Master Agreement, the following damages in lieu of damages specified in Section 21 of th e Master Agreement: an amount equal to the positive difference, if any, between (i) the sum of (A) the actual cost paid by Buyer for any Replacement Capacity, plus (B) each Capacity Replacement Price times the amount of the Designated RA Capacity neither p rovided by Seller nor purchased by Buyer pursuant to Section 4.7(a), and (ii) the Designated RA Capacity not provided for the applicable Showing Month times the Contract Price for that month. If Seller fails to pay these damages, then Buyer may, without limiting its other remedies, offset those damages owed it against any future amounts it may owe to Seller under this Confirmation pursuant to Section 28 of the Master Agreement.

4.8 Reimbursement for Failure to Deliver Contract Quantity Subject to Seller’s rights under Article 3, Section 4.4 and Section 4.5, to the extent Seller is required, and fails, to provide the Designated RA Capacity hereunder, Seller agrees to reimburse, indemnify, defend and hold harmless Buyer from any penalties, fines or costs asse ssed against Buyer by the CPUC , the CAISO, or any other Governmental Body to the extent not otherwise paid by Seller to Buyer under Section 4.7( b), resulting from any of the following:
(a) Seller’s failure to provide any portion of the Designated RA Capacity for any portion of the Delivery Period, and such failure is not excused under the terms of the Agreement; (b) Seller’s failure to provide notice of the non -availability of any portion of Designated RA Capacity as required under Article 3, Section 4.5 and Section 4.6; or (c) The Unit Scheduling Coordinator’s failure to timely submit Supply Plans that identify Buyer’s right to the Designated RA Capacity purchased hereunder for an applicable Showing Month.

With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize such penalties, fines and costs; provided, that in no event shall Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines and costs. Seller will have no obligation to Buyer under this Section 4.8 in respect of the portion of Contract Quantity for which Seller has paid damages for Replacement Capacity pursuant to Section 4.7. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then Buyer may offset those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation pursuant to Section 28 of the Master Agreement.

4.9 Monthly RA Capacity Payment
In accordance with the terms of Section 9 of the Master Agreement, with respect to each Showing Month, Buyer shall make a Monthly RA Capacity Payment to Seller for each Unit in arrears, after the applicable Showing Month. Each Uni t's Monthly RA Capacity Payment shall be equal to the product of (a) the applicable Contract Price for that Monthly Delivery Period, (b) the Designated RA Capacity for the Monthly Delivery Period, and (c) 1,000; provided, however, that the Monthly RA Capacity Payment shall be prorated to reflect any portion of Designated RA Capacity that was not delivered pursuant to Section 4.4 at the time of the CAISO filing for the respective Showing Month. The final product of this Monthly RA Capacity Payment calculation shall be rounded to the nearest penny (i.e., two decimal places).

11 RA CAPACITY PRICE TABLE
Contract
Year/Month
RA Capacity Flat Price
($/kW-month)
2025-2036

4.10 Allocation of Other Payments and Costs
Seller may retain any revenues it may receive from the CAISO or any other third party with respect to any Unit for (a) start-up, shut -down, and minimum load costs, (b) capacity revenue for ancillary services, (c) energy sales, (d) any revenues for black start or reactive power services, or (e) the sale of the unit - contingent call rights on the generation capacity of the Unit to provide energy to a third party, so long as such rights do not confer to such third party the right to claim any portion of the RA Capacity sold hereunder in order to ma ke an RAR Showing, LAR Showing, FCR Showing, or any similar capacity or resource adequacy showing with the CAISO, CPUC or other Governmental Body. Buyer acknowledges and agrees that all Availability Incentive Payments are for the benefit of Seller and for Seller’s account, and that Seller shall receive, retain, or be entitled to receive all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards. Any Non-Availability Charges are the responsibility of Seller, and for Seller’s account , and Seller shall be responsible for all fees, charges, or penalties, if any, resulting from Seller failing to achieve Availability Standards. If a centralized capacity market develops within CAISO, Buyer will have exclusive rights to offer, bid, or otherwise submit Designated RA Capacity provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive any and all related revenues; provided that any such contracting shall not require Seller to incur any additional out of pocket expense or limit or otherwise affect Seller’s rights under this Transaction . However, Buyer shall be entitled to receive and retain all revenues associated with the Designated RA Capacity of any Unit during the Delivery Period (including any capacity or availability revenues from RMR Agreements for any Unit, Reliability Compensation Services Tariff, and Residual Unit Commitment capacity payments, but excluding payments described in clauses (a) through (c) above). In acc ordance with Section 4.9 of this Confirmation, all such revenues received by Seller, or a Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall indemnify Buyer for any such revenues that Buyer does not receive, and Seller shall pay such revenues to Buyer if the Unit’s SC, owner, or operator fails to remit those revenues to Buyer. If Seller fails to pay such revenues to Buyer, Buyer may offset any amounts owing to it for such revenues against any future amounts it may owe to Seller under this Confirmation pursuant to Section 28 of the Master Agreement.

ARTICLE 5

CAISO OFFER REQUIREMENTS
During the Delivery Period, except to the extent any Unit is in an Outage, or is affected (or its transmission path is affected) by an event of Force Maj eure that results in a partial or full Outage of that Unit, or as otherwise provided in Section 4.4, Seller shall either schedule or cause the Unit’s Scheduling Coordinator to schedule with, or make available to, the CAISO each Unit’s Designated RA Capacity in compliance with the Tariff, and shall perform all, or cause the Unit’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the Tariff that are associated with the sale of Designated RA Capacity hereunder. Buyer shall have no liability for the failure of Seller or the failure of any Unit’s Scheduling Coordinator, owner, or operator to comply with such Tariff provisions, including any penalties or fines imposed on Seller or the Unit’s Scheduling Coordinator, owner, or operator for such noncompliance.

ARTICLE 6

EARLY TERMINATION
The Parties have entered into a separate agreement for the purchase and sale of renewable energy, which is dated concurrently with the Confirmation Effective Date (herein after referred to as the “RPS Agreement”).

The Parties agree that in the event the RPS Agreement is terminated pursuant to the Master Agreement,

12 Seller shall have the right, but not the obligation, to provide written notice to the Buyer that it is terminating this Transaction prior to the Notification Deadline for the next applicable Showing Month , and where such termination will become effective after the next applicable Showing Month . Termination pursuant to this Article 6 will not be deemed a Seller Event of Defau lt nor a Buyer Event of Default , and Seller and Buyer shall not be subject to damages or ongoing obligations as a result of such termination.

ARTICLE 7

GENERAL REPRESENTATIONS AND WARRANTIES
In addition to the representations and warranties contained in Se ction 37 of the Master Agreement, each of Buyer and Seller represents and warrants to the other party that, as of the Effective Date:
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

(b) it has all contractual, governmental, regulatory and legal authorizations necessary for it to legally perform its obligations under this Confirmation;

(c) the execution, delivery and performance of this Confirmation are within its powers, have been duly authorized by all necessary action;

(d) this Confirmation and each other document executed and delivered in accordance with this Confirmation constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending; and

(e) it is acting for its own accou nt, has made its own independent decision to enter into this Confirmation and as to whether this Confirmation is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in doing so, and is capable of assessing the merits of and understanding, and understands and accepts, the terms and conditions and risks of this Confirmation; and

(f) with respect to the Master Agreement and this Confirmation, the obligations to make payments hereunder do n ot constitute or create any kind of lien on, or security interest in, any property or revenues of Buyer.

ARTICLE 8

OTHER BUYER AND SELLER COVENANTS

Buyer and Seller shall, throughout the Delivery Period, take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to ensure Buyer's right to the use of the Contract Quantity for the sole benefit of Buyer's RAR, LAR and/or FCR, as applicable. Such commercially reasonable actions shall include, without limitation:
(a) Cooperating with and providing, and in the case of Seller causing each Unit’s Scheduling Coordinator, owner, or operator to cooperate with and provide requested supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsib le for administering RAR, LAR and/or FCR under Applicable Laws, to certify or qualify the Contract Quantity as RA Capacity and Designated RA Capacity. Such actions shall include, without limitation, providing information requested by the CAISO, the CPUC, or by an LRA having jurisdiction, to demonstrate for each Showing Month of the Delivery Period the ability to deliver the Contract Quantity from each Unit to the CAISO Controlled Grid consistent with the Product attributes described in Article 2 and Article 3 of the Confirmation, and providing information requested by the CPUC, the CAISO or other Governmental Body having jurisdiction to administer RAR, LAR or FCR to demonstrate that the Contract Quantity can

13 be delivered to the CAISO Controlled Grid, pursuant to "deliverability" standards established by the CAISO, or other Governmental Body having jurisdiction to administer RAR, LAR and/or FCR; and
(b) Negotiating in good faith to make necessary amendments, if any, to this Confirmation, which are subject t o agreement of the Parties, in each Party’s sole discretion, to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by the CPUC, CAISO, FERC, or other Governmental Body having jurisdiction to administer RAR, LAR and FCR, so as to maintain the benefits of the bargain struck by the Parties on the Confirmation Effective Date.
(c) If a change in Applicable Laws or in the Tariff render this Agreement or any provision hereof incapable of being performed or administered, then either Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agre ement 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 Confirmation Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then either Party may submit issues pertaining to changes to this Agreement to the Dispute Resolution process set forth in Section 34 of the Master Agreement. Notwithstanding the foregoing, 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.

Seller represents, warrants and covenants to Buyer that, throughout the Delivery Pe riod:
(d) Seller owns or has the exclusive right to the RA Capacity sold under this Confirmation from each Unit, and shall furnish Buyer, CAISO, CPUC or other jurisdictional LRA, or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right;
(e) No portion of the Contract Quantity has been committed by Seller to any third party in order to satisfy RAR, LAR, FCR or such analogous capacity obligations in any non-CAISO or CAISO markets, other than pursuant to an RMR Agreement between the CAISO and either Seller or the Unit’s owner or operator;
(f) Each Unit is connected to the CAISO Controlled Grid, is within the CAISO Control Area, or is under the control of CAISO;
(g) The owner or operator of each Unit is obl igated to comply with Applicable Laws, including the Tariff, relating to RA Capacity and, as applicable, RAR, LAR and/or FCR; (h) If Seller is the owner of any Unit, the respective cumulative sums of LAR Attributes, RAR Attributes, and FCR Attributes that Seller has sold, assigned or transferred for any Unit does not exceed that Unit’s RA Capacity, including Unit NQC and Unit EFC, as applicable; (i) With respect to the RA Capacity provided under this Confirmation, Seller shall, and each Unit’s Scheduling Coordinato r is obligated to, comply with Applicable Laws, including the Tariff, relating to RA Capacity, and RAR, LAR and FCR;
(j) Seller has notified the Scheduling Coordinator of each Unit that Seller has transferred the Designated RA Capacity to Buyer, and the Sche duling Coordinator is obligated to deliver the Supply Plans in accordance with the Tariff and this Agreement; (k) Seller has notified the Scheduling Coordinator of each Unit that Seller is obligated to cause each Unit’s Scheduling Coordinator to provide to the Buyer, by the Notification Deadline for each RAR Showing, LAR Showing, and/or FCR Showing, as applicable, the Designated RA Capacity of each Unit that is to be submitted in the Supply Plan associated with this Agreement for the applicable period; and

14 (l) Seller has notified each Unit’s SC that Buyer is entitled to the revenues set forth in Section

4.10 of this Confirmation, and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues.

ARTICLE 9

CONFIDENTIALITY
Except as provided in this Article 9 and the California Public Records Act, neither Party shall publish, disclose, or otherwise divulge Confidential Information to any person at any time during or after the term of this Agreement, without the other Party’s prior express written consent; provided, however, Seller acknowledges that Buyer is a public agency subject to the requirement of the California Public Records Act (Cal. Gov. Code section 6250 et seq.), and the refore this Agreement and any related documents will be subject to disclosure unless otherwise protected by the act or applicable law. Each Party shall permit knowledge of and access to Confidential Information only to those of its affiliates and to perso ns investing in, providing funding to or acquiring it or its affiliates, and to its and the foregoing persons’ respective attorneys, accountants, representatives, agents and employees who have a need to know such Confidential Information related to this Agreement.

A Party may release Confidential Information, or a portion thereof, as required by Applicable Law. A Party may disclose Confidential Information to accountants in connection with audits. In the event a Party is required to release Confidential Information, such Party shall notify the other Party of the required disclosure, such that the other Party may attempt (if such Party so chooses), at its sole cost, to cause the recipient of the Confidential Information to treat such information in a confid ential manner, and to prevent such information from being disclosed or otherwise becoming part of the public domain.

Notwithstanding Section 30.1 of the Master Agreement and this Article 9 , Buyer may disclose information regarding this Agreement to any Governmental Body, the CPUC, the CAISO or any LRA having jurisdiction in order to support its RAR Showings, LAR Showings and/or FCR Showings, as applicable, and Seller may disclose the information regarding this Agreement to the Scheduling Coordinator of each Unit in order for such Scheduling Coordinator to timely submit Supply Plans. Buyer may disclose information related to this Transaction to a Subsequent Buyer; provided that any Subsequent Buyer agrees in writing to maintain the confidentiality of such information consistent with this Section 9.

ARTICLE 10
BUYER’S RE-SALE OF PRODUCT
(a) Buyer may re-sell all or a portion of the Contract Quantity of Product hereunder ; provided, however, that any such re -sale does not increase Seller’s obligations , costs or liabilities hereunder. Seller will, or will cause the Unit’s SC, to follow Buyer’s instructions with respect to providing such resold Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Confirmatio n. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Buyer for the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product. (b) Buyer will notify Seller in writing of any resale of Product and the Subsequent Buyer no later than five Business Days before the Compliance Showing deadline for the applicable Showing Month. Buyer will notify Seller of any subsequent changes or further resales no later than five Business Days before the Compliance Showing deadline for the applicable Showing Month.

15 (c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to offer, bid, or otherwise submit the applicable Contract Quantity of Product for each day during the Delivery Period provided to Buyer pursuant to this Confirmation for re -sale in such market, and retain and receive all revenues from such re-sale. Seller agrees to take all commercially reasonable actions to assist Buyer with such re-sale, provided that Seller’s obligation to assist shall not require modification of any of the commercial terms of this Confirmation.

ARTICLE 11

MARKET BASED RATE AUTHORITY

Seller agrees, in accordance with Federal Energy Regulatory Commission (FERC) Order No. 697, to, upon reasonable request of Buyer, submit a letter of concurrence in support of any affirmative statement by Buyer that this contractual arrangement does not transfer “ownership or control of generation capacity” from Seller to Buyer as the term “ownership or control of generation capacity” is used in 18 CFR Section 35.42. Seller also agrees that it will not, in filings, if any, made subject to Order Nos. 652 and 697, claim that this contractual arrangement conveys ownership or control of generation capacity from Seller to Buyer.

ARTICLE 12

CREDIT REQUIREMENTS

Seller and Buyer are entering into the RPS Agreement concurrently with the execution of this Confirmation.

The credit and security requirements for Seller and Buyer under this Confirmation are set forth in the RPS Agreement. The provisions of the RPS Agreement shall govern the credit and security requirements for this Confirmation, including, but not limited to, posting, maintenance, drawing, and release of any security requirements. However, if the RPS Agreement is terminated for any reason, but this Confirmation continues in force, the Parties will amend this Confirmation within thirty (30) days after such termination to include the relevant portions of the RPS Agreement relating to credit and security requirements (with such changes as may be necessary to reflect the differences between the two confirmations) and Schedule 1 to the RPS Agreement, except that the amounts on Schedule 1 to the RPS Agreement will be reduced to reflect the proportionate reduction in Buyer’s and Seller’s overall exposure as a result of the termination of the RPS Agreement, as determined by Buyer and Seller in a commercially reasonable manner.

To secure its obligations under this Confirmation, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first-priority security interest in, and lien on (and right to net against), and assignment of all cash security posted for this Confirmation, and all interest or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to take all actions as Buyer reasonably requires in order to allow Buyer to perfect Buyer’s security interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

To secure its obligations under this Confirmation, and until released as provided herein, Buyer hereby grants to Seller a present and continuing first-priority security interest in, and lien on (and right to net against), and assignment of all cash security posted for this Confirmation, and all interest or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Seller, and Buyer agrees to take all actions as Seller reasonably requires in or der to allow Seller to perfect Seller’s security interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

ARTICLE 13

MASTER AGREEMENT AMENDMENTS
For this Transaction, the Master Agreement shall be amended as follows:
(a) Section 14 of the Master Agreement is amended by inserting the following new text at the end thereof:

16 “Notwithstanding the above , for purposes of Buyer effecting a prepay transaction, Buyer may from time to time assign the right to receive all or a portion of the Product that would otherwise be delivered to Buyer hereunder. In connection with any such assignment to effect a prepay transaction , Buyer and Seller agree to execute a commercially reasonable form of assignment agreement to be agreed to by the Parties. For the avoidance of doubt, Buyer will remain responsible for all its obligations under this Agreement related to such assigned Product, including (i) the obligation to pay for such Product to the extent the assignee thereof does not do so, and (ii) any damages associated with such assignee’s failure to take any such Product.

Buyer may also from time to time and at any time assign any or all of its rights, and delegate any or all of its obligations under this Agreement, in whole or in part to one or more Participating Members , provided, such assignment is commercially reasonable to Seller , and provided further, Buyer obtains Seller’s prior written consent for such assignment, where such consent shal l not be unreasonably withheld or delayed . Notwithstanding the foregoing, in connection with any such assignment to one or more Participating Members, such Participating Members shall (i) have an Investment Grade Rating at the time of the assignment, and (ii) execute and deliver to Seller a written assumption agreement, pursuant to a commercially reasonable form of assumption agreement to be agreed to by the Parties, in favor of Seller pursuant to which any such Participating Member shall assume all the obligations of Buyer under this Agreement, thereby relieving the assignor Buyer from its duties and obligations hereunder and thereunder.

In addition, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Project. In connection with any financing or refinancing of the Project by Seller, Buyer shall in good faith work with Seller and its lender to execute a commercially reasonable form of assignment agreement to be agreed to by the Parties.” (b) Section 21.1 of the Master Agreement is amended by deleting “direct” in the ninth line thereof. The Parties also agree that the waiver on the fifth line of that section does not apply to any damages or other remedies expressly provided for in this Confirmation. (c) Section 22.1 of the Master Agreement is modified by deleting subsection (d) and replacing it with “[intentionally omitted]” and by inserting the following new text at the end thereof:
“(f) the failure of the Defaulting Party to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, and except for such Party’s obligations to deliver or receive the quantities of Produ ct due under this Agreement , the exclusive remedy for which is provided in this Confirmation and in Section 21.3 ) if such failure is not remedied within ten (10) Business Days after written notice;
(g) the failure of the Defaulting Party to pay its debts g enerally as they become due or the Defaulting Party’s admission in a writing that it is unable to generally pay its debts as they become due;
(h) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(i) t he application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver, custodian, trustee, liquidator, or similar official for all or a substantial portion of its assets.”

17 (d) Section 22.2(b) of the Master Agreement is amen ded by inserting in Section 22.2, “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein.
(e) Section 22.3 of the Master Agreement is amended by:

1. In Section 22.3(b), replacing the second sentence thereof with “The “Present Value Rate” shall mean an annual rate equal to the “prime rate” as published in the Wall Street Journal from to time plus 2%.”;

2. In Section 22.3(c), deleting the third sentence thereof and replacing it with the following: “If the Non -Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.”

3. In Section 22.3(e), delete the entire provision (including subsections) and replace it with the following: “[Intentionally omitted]”

4. In Section 22.3(f), delete the entire provision and replace it with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their difference s, and provided that Defaulting Party has paid the undisputed part of the Termination Payment to the Non-Defaulting Party as provided under Section 22.3(c), and that any amounts disputed by the Defaulting Party are disputed in good faith, then the Defaulting Party may submit the calculation issue to Dispute Resolution pursuant to Section 34.” (f) In Section 24, delete the first sentence and replace it with the following:
“This Agreement and any Confirmation shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws rules thereof. (g) The netting provisions of Section 28, NETTING, of the Master Agreement shall apply to the transaction covered by this Confirmation and the RPS Agreement as if Buyer and Seller had both executed Exhibit A, NETTING, to the Master Agreement. Both Parties intend for the netting provisions of Exhibit A to the Master Agreement to be effective on the Confirmation Effective Date.
(h) Section 30.1 of the Master Agreement is amended by inserting “or requested” after the word “required” in Section 30.1(4), by deleting “or” immediately before clause (7), and by adding the following at the end of the first sentence: “; or (8) to the Party’s and such Party’s affiliates’ lenders and potential lenders, investors or potential investors, counsel, accountants, advisors and agents who have a need to know such information and have agreed to keep such terms confidential”.
(i) Section 31 of the Master Agreement is amended by deleting the second sentence thereof. (j) Subsections 34.1 and 34.2 of the Master Agreement are hereby deleted and replaced with the following:
“34.1 INFORMAL DISPUTE RESOLUTION

IN THE EVENT OF ANY DISPUTE ARISING UNDER THIS TRANSACTION, WITHIN TEN (10) DAYS FOLLOWING THE RECEIPT OF A WRITTEN NOTICE FROM

18 EITHER PARTY IDENTIFYING SUCH DISPUTE, THE PARTIES SHALL MEET,

NEGOTIATE AND ATTEMPT, IN GOOD FAITH, TO RESOLVE THE DISPUTE QUICKLY, INFORMALLY AND INEXPENSIVELY. IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE ARISING HEREUNDER WITHIN THIRTY (30) DAYS AFTER RECEIPT OF

SUCH NOTICE, 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 TRANSACTION.”
“34.2 EXCLUSIVE JURISDICTION

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE

OR FEDERAL COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA, FOR ANY

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY TRANSACTION,

AND EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE CONVENIENCE OF SUCH FORUM.”
(k) The phrase “arbitration or” is hereby deleted from the first line of Section 34.4. (l) The following shall be inserted as a new Section 34.5; PROVIDED HOWEVER, THAT THE FOLLOWING NEW SECTION 34.5 SHALL NOT LIMIT BUYER’S RI GHT TO RECOVER FROM SELLER, OR SELLER’S OBLIGATION TO PAY BUYER, ANY AND ALL AMOUNTS OWED UNDER SECTION 4.7 AND SECTION 4.8 OF THIS CONFIRMATION, INCLUDING PENALTIES AS SPECIFIED THEREIN:
“34.5 LIMITATION OF DAMAGES. FOR BREACH OF ANY PROVISION OF THIS

CONFIRMATION AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF

DAMAGES IS PROVIDED, THE EXPRESS REMEDY OR MEASURE OF DAMAGES

PROVIDED IS THE SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT AND ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO

EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT

FOR A PARTICULAR BREACH, LIABILITY FOR THE BREACH IS LIMITED TO DIRECT

DAMAGES ONLY, WHICH SHALL BE THE SOLE AND EXCLUSIVE REMEDY UNDER

THIS AGREEMENT FOR SUCH BREACH, AND ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY IS LIABLE FOR ANY OTHER

TYPE OF DAMAGE, INCLUDING INCIDENTAL, PUNITIVE, EXEMPLARY,

CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY NATURE (INCLUDING

DAMAGES ASSOCIATED WITH LOST PROFITS, B USINESS INTERRUPTION AND

LOSS OF GOODWILL) ARISING AT ANY TIME, WHETHER IN TORT (INCLUDING THE

SOLE OR CONTRIBUTORY NEGLIGENCE OF EITHER PARTY OR ANY RELATED

PERSON), WARRANTY, STRICT LIABILITY, CONTRACT OR STATUTE, UNDER ANY INDEMNITY PROVISION, OR OTHERW ISE; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT LIMIT EITHER PARTY’S RIGHT TO RECOVER DAMAGES UNDER EXPRESS INDEMNITY PROVISIONS SET FORTH IN THE CONFIRMATION. ” (m) Section 41 “Witness” of the Master Agreement shall become Section 42 and the following “Standard of Review” Section shall be substituted in its place:
“The Parties agree as follows:

1. Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether proposed by a Party, a non -party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp. , 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co ., 350 U.S. 348 (1956)( the “Mobile -

19 Sierra” doctrine) and clarified in Morgan Stanley Capital Group, Inc. v. Public Util. Dist.

No. 1 of Snohomish 554 U.S. 527 (2008) and NRG Power Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010).

2. The Parties, for themselves and their successors and assigns, (i) agree that this “public interest” standard shall apply to any proposed changes in any other documents, instruments or other agreements executed or entered into by the Parties in connection with this Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any other standard of re view, including the “just and reasonable” standard.”
ARTICLE 14

COUNTERPARTS

This Confirmation may be signed in any number of counterparts with the same effect as if the signature to counterparty were upon a single instrument. The Parties may rely on electric, or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation by facsimile or electronic mail transmission (including PDF) shall be the same as delivery of a manua lly executed signature page.

ARTICLE 15

ENTIRE AGREEMENT, NO ORAL AGREEMENTS OR MODIFICATIONS

This Confirmation sets forth the terms of the Transaction into which the Parties have entered into and (together with the Master Agreement, as revised by this C onfirmation) shall constitute the entire agreement between the Parties relating to the purchase and sale of the Product. Notwithstanding any other provisions of the Agreement, this Transaction may be confirmed only through a Documentary Writing executed by both Parties, and this Transaction may only be amended or modified by a Documentary Writing executed by both Parties.

ARTICLE 16

EMISSION PERFORMANCE STANDARD

This Agreement is a “covered procurement” under the CEC’s EPS and Buyer shall make the required compliance filing with the CEC within 10 Business Days of the Effective Date. The Parties agree that this Agreement shall be void and all pending Product deliveries terminated no later than the effective date of any final decision by the CEC purs uant to the California Code of Regulations, Title 20, Section 2910 that the covered procurement fails to comply with EPS, without penalty to Buyer or Seller. The Parties acknowledge that the Project is “determined to be compliant” pursuant to 20 CCR §§ 2903(b)(1) or (2).

[SIGNATURE PAGE FOLLOWS]

21 Appendix A - 1

Designated Unit Information

Name: To be provided by Seller
Location: To be provided by Seller
CAISO Resource ID: To be provided by Seller
Unit NQC: To be provided by Seller
Unit EFC: To be provided by Seller
Resource Type: Geothermal
Resource Category (MCC 1, 2, 3
or 4): 4 (7x24 Availability)
FCR Category (1, 2 or 3): To be provided by Seller
Path 26 (North or South): North
Local Capacity Area (if any, as of
Confirmation Effective
Date):

NCNB
Deliverability restrictions, if any,
as described in most recent
CAISO deliverability assessment:

None
Run Hour Restrictions: None

22 Appendix A -2
Units Comprising the Geysers geothermal power plants:

23 Appendix B

Contract Quantity (MWs)

Contract
Year/Month
Contract Quantity
(MWs)
January 2025 50 MW
February 2025 50 MW
March 2025 50 MW
April 2025 50 MW
May 2025 50 MW
June 2025 50 MW
July 2025 50 MW
August 2025 50 MW
September 2025 50 MW
October 2025 50 MW
November 2025 50 MW
December 2025 50 MW

Contract
Year/Month
Contract Quantity
(MWs)
January 2026 50 MW
February 2026 50 MW
March 2026 50 MW
April 2026 50 MW
May 2026 50 MW
June 2026 50 MW
July 2026 50 MW
August 2026 50 MW
September 2026 50 MW
October 2026 50 MW
November 2026 50 MW
December 2026 50 MW
Contract
Year/Month
Contract Quantity
(MWs)
January 2027 100 MW
February 2027 100 MW
March 2027 100 MW
April 2027 100 MW
May 2027 100 MW
June 2027 100 MW
July 2027 100 MW
August 2027 100 MW
September 2027 100 MW
October 2027 100 MW
November 2027 100 MW
December 2027 100 MW
Contract
Year/Month
Contract Quantity
(MWs)
January 2028 100 MW
February 2028 100 MW
March 2028 100 MW
April 2028 100 MW
May 2028 100 MW
June 2028 100 MW
July 2028 100 MW
August 2028 100 MW
September 2028 100 MW
October 2028 100 MW
November 2028 100 MW
December 2028 100 MW

24 Contract
Year/Month
Contract Quantity
(MWs)
January 2029 100 MW
February 2029 100 MW
March 2029 100 MW
April 2029 100 MW
May 2029 100 MW
June 2029 100 MW
July 2029 100 MW
August 2029 100 MW
September 2029 100 MW
October 2029 100 MW
November 2029 100 MW
December 2029 100 MW
Contract
Year/Month
Contract Quantity
(MWs)
January 2030 100 MW
February 2030 100 MW
March 2030 100 MW
April 2030 100 MW
May 2030 100 MW
June 2030 100 MW
July 2030 100 MW
August 2030 100 MW
September 2030 100 MW
October 2030 100 MW
November 2030 100 MW
December 2030 100 MW
Contract
Year/Month
Contract Quantity
(MWs)
January 2031 100 MW
February 2031 100 MW
March 2031 100 MW
April 2031 100 MW
May 2031 100 MW
June 2031 100 MW
July 2031 100 MW
August 2031 100 MW
September 2031 100 MW
October 2031 100 MW
November 2031 100 MW
December 2031 100 MW
Contract
Year/Month
Contract Quantity
(MWs)
January 2032 100 MW
February 2032 100 MW
March 2032 100 MW
April 2032 100 MW
May 2032 100 MW
June 2032 100 MW
July 2032 100 MW
August 2032 100 MW
September 2032 100 MW
October 2032 100 MW
November 2032 100 MW
December 2032 100 MW

25 Contract
Year/Month
Contract Quantity
(MWs)
January 2033 100 MW
February 2033 100 MW
March 2033 100 MW
April 2033 100 MW
May 2033 100 MW
June 2033 100 MW
July 2033 100 MW
August 2033 100 MW
September 2033 100 MW
October 2033 100 MW
November 2033 100 MW
December 2033 100 MW
Contract
Year/Month
Contract Quantity
(MWs)
January 2034 100 MW
February 2034 100 MW
March 2034 100 MW
April 2034 100 MW
May 2034 100 MW
June 2034 100 MW
July 2034 100 MW
August 2034 100 MW
September 2034 100 MW
October 2034 100 MW
November 2034 100 MW
December 2034 100 MW
Contract
Year/Month
Contract Quantity
(MWs)
January 2035 100 MW
February 2035 100 MW
March 2035 100 MW
April 2035 100 MW
May 2035 100 MW
June 2035 100 MW
July 2035 100 MW
August 2035 100 MW
September 2035 100 MW
October 2035 100 MW
November 2035 100 MW
December 2035 100 MW
Contract
Year/Month
Contract Quantity
(MWs)
January 2036 100 MW
February 2036 100 MW
March 2036 100 MW
April 2036 100 MW
May 2036 100 MW
June 2036 100 MW
July 2036 100 MW
August 2036 100 MW
September 2036 100 MW
October 2036 100 MW
November 2036 100 MW
December 2036 100 MW
1 WESTERN SYSTEMS POWER POOL AGREEMENT

TRANSACTION CONFIRMATION

BETWEEN GEYSERS POWER COMPANY, LLC
AND

NORTHERN CALIFORNIA POWER AGENCY
This transaction confirmation (“Confirmation”) sets forth the terms and conditions of the transaction between Buyer and Seller, each individually a “Party” and together the “Parties,” as of the Effective Date specified below, in which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product, as such term is defined herein (the “ Transaction”). This Transaction is governed by the Western Systems Power Pool (“WSPP”) Agreement (Effective Version: August 26, 2022), together with any and all exhibits, schedules or supplements thereto or incorporated therein by reference, as amended or modified, each in force and effect from time to time between the Parties (collectively, the “ Master Agreement”), as amended and supplemented by this Confirmation. The Master Agreement and this Confirmation are collectively referred to herein as the “Agreement”. Capitalized terms used but not otherwise defined in this Confirmation are defined in the Master Agreement or the Tariff (as defined below). To the extent that this Confirmation is inconsistent with any provision of the Master Agreement, this Confirmation shall control and shall govern the rights and obligation of the Parties in connection with this Transaction. Except as otherwise specified, references to an “ Article” or a “ Section” mean an Article or Section of this Confirmation, as applicable. This Confirmation supersedes and replaces any prior oral or written confirmation or agreement, including broker confirmations, regarding this Transaction.

We confirm the following terms of our Transaction:

Buyer: Northern California Power Agency
Seller: Geysers Power Company, LLC
Transaction: This Transaction is for Seller to sell and Buyer to purchase Resource Contingent Bundled RECs, all in accordance with the terms and conditions of this Agreement.

Effective Date: _____________, 20__
Delivery Term: The “Delivery Term” shall be from January 1, 2025 to December 31, 2036, inclusive. Notwithstanding the foregoing, for the sole purpose of matching delivery of RECs with Delivered Energy from the Project, such period will extend through the date that all RECs associated with such Delivered Energy have been delivered from Seller to Buyer in accordance with this Confirmation.

Product: “Product” or “Resource Contingent Bundled REC” means Delivered Energy which meets the criteria for Section 399.16(b)(1)(A) of the California Public Utilities Code, com prised of: (1) renewable energy delivered in accordance with the terms and conditions of WSPP Service Schedule B , (2) Renewable Energy Credits generated by the Project and transferred by Seller through a WREGIS Certificate to Buyer under this Confirmation, and (3) all Environmental Attributes associated with the renewable energy delivered to Buyer as part of this Confirmation. To the extent not December 23 22

2 inconsistent with the foregoing, the Product is a Resource Contin gent Bundled REC as such is described under Section R-2.3.4 of WSPP Service Schedule R. The Product does not include any other non -renewable attributes (e.g., ancillary services or resource adequacy capacity).

Project: The term “ Project” means one or more of the geothermal power plants owned or controlled by Seller and located in Lake and Sonoma Counties, California that will be used to provide the Contract Quantity . Exhibit A identifies each of the geothermal power plants from any of which the Product will be produced and delivered as of the Effective Date. Due to the portfolio nature of the Geysers, Buyer acknowledges that Seller is making sales and deliveries from the Project to other purchasers; provided, however, Seller shall hold title to the Resource Contingent Bundled RECs and associated Environmental Attributes generated by the Project to meet the Contract Quantity during the Delivery Term until delivered to Buyer at the Delivery Point, as set forth in this Agreement . Following the Effective Date, Seller may (i) add geothermal power plants to Exhibit A with prior written consent of Buyer, which such consent shall not be unreasonably withheld or delayed, or (ii) remove geothermal power plants from Exhibit A with prior written notice to Buyer. Each Project must (i) be certified by the CEC as an ERR for the California RPS Program and (ii) satisfy the requirements of Section 399.16(b)(1)(A) of the California Public Utilities Code by having a first point of interconnection with the CAISO Balancin g Authority.

Delivery: Scheduling Delivered Energy to the Delivery Point will constitute delivery of the Product to Buyer, provided the WREGIS Certificates or RECs evidencing the Environmental Attributes of the Product are delivered to Buyer as provided in this Agreement.

Delivery Point: The Delivery Point for each Project shall be the Point of Interconnection with the CAISO Balancing Authority.

Financial
Settlement Point: The Financial Settlement Point shall be the NP15 EZ Gen Hub.

Meter Data: To provide evidence of Product, in connection with submission of its monthly invoice and upon the request of Buyer, Seller shall provide to Buyer records of settlement quality metered data, including CAISO metering and transac tion data sufficient to document and verify the generation and delivery of the Product to Buyer by the Project to the Delivery Point (and upon Buyer’s reasonable request access to any records, including invoices or settlement data from the CAISO, necessary to verify the invoice).

3 Contract Price: For each MWh of Product scheduled and delivered in accordance with this Confirmation, not to exceed the Contract Quantity, Buyer shall pay Seller the Contract Price.

“Contract Price” is as follows:

Contract Years Price ($/MWh)
January 1, 2025 –
December 31, 2036
per MWh of
Product

Contract Quantity:

Contract Years Contract Quantity
January 1, 2025 –
December 31, 2026
50 MW of the
Product delivered on
a 7x24 schedule
January 1, 2027 –
December 31, 2036
100 MW of the
Product delivered on
a 7x24 schedule

Renewable Energy
Credit Certificates
and Transfer of
RECs: Seller, or Seller’s QRE, shall record MWh of renewable energy produced and delivered for this Confirmation into WREGIS for each calendar month of the Delivery Term , and Seller shall cause the RECs created from this renewable energy to be transferred to Buyer in accordance with the terms and conditions of the WREGIS and WREGIS Operating Rules on a schedule that accommodates WREGIS reporting.

Seller shall be responsible, at its sole expense, for validating, adjusting, and disputing data with WREGIS so that the data from the Project settlement quality meter data corresponds with the quantity of RECs conveyed to Buyer hereunder. Upon request Seller shall provide Buyer with copies of all material correspondence or documentation to or from WREGIS with respect to any such validation, adjustment, or dispute.

Without limiting Seller’s obligations, if a WREGIS Certificate deficit is caused solely by an error or omission of WREGIS or the CAISO, the Parties shall cooperate in good faith to cause WREGIS to correct its error or omission.

Seller shall, at its sole cost and expense, take all actions and execute all documents or instruments necessary to ensure that the RECs sold hereunder can be transferred to Buyer utilizing WREGIS. Seller shall comply with all laws, including, without limitation, the WREGIS Operating Rules regarding the certification and transfer of RECs sold hereunder to Buyer. During the Delivery Term, Seller shall have in-place, or shall submit documentation to establish, an account with WREGIS. Seller shall transfer RECs to Buyer in accordance with WREGIS reporting protocols and

4 WREGIS Operating Rules. Seller shall b e responsible for all customary expenses associated with WREGIS Certificate issuance fees and utilizing WREGIS to transfer the RECs to Buyer, or its designee, except for any costs incurred by Buyer with respect to Buyer’s registration with WREGIS and Buyer’s WREGIS account.

To provide evidence of Environmental Attributes associated with the Product, Seller shall transfer to Buyer the RECs to Buyer’s WREGIS account(s) within fifteen (15) Business Days after WREGIS creates certificates from each month’s settlement quality meter data in accordance with the WREGIS Timelines (e.g., approximately four months after renewable energy production and delivery under current WREGIS operating conditions and WREGIS Timelines). If Buyer’s WREGIS account ID is not available as of the start of the Delivery Term, Buyer will provide it to Seller promptly once Buyer receives the WREGIS account ID. Seller shall make REC deliveries associated with the Product by transfer of WREGIS Certificates to Buyer’s WREGIS account pursu ant to WREGIS Operating Rules. Seller shall, at its option, transfer the WREGIS Certificate using forward certificate transfer or any other transfer permitted under the WREGIS Operating Rules. With respect to REC deliveries, Product flow shall be considered the month in which the WREGIS Certificates are created by WREGIS under current operating conditions.

Because WREGIS Certificates will only be created for whole MWh amounts of renewable energy generated, any fractional MWh amounts will be carried forward during the Delivery Term until sufficient renewable generation is accumulated for the creation of a WREGIS Certificate to be transferred to Buyer.

In the event WREGIS changes the WREGIS Operating Rules , or applies the WREGIS Operating Rules in a manner inconsistent with this Confirmation, the Parties will negotiate in good faith using commercially reasonable efforts to revise or amend this Confirmation to the extent possible to preserve the intended economic benefits of this Transaction for both Parties, and so cause and enable Seller to transfer to Buyer’s WREGIS account the RECs sold to Buyer hereunder.

Buyer and Seller acknowledge and agree that the consideration for and transfer of the Environmental Attributes is contained within the Contract Price.

Scheduling and
Settlement: Seller shall provide (or cause to be provided) all Scheduling Coordinator services at Seller’s expense for the Project (and all units constituting the Project) and for delivery of Product to the Delivery Point, and for scheduling the Inter-SC Trade to deliver the value of the Delivered Energy to Buyer as set forth herein . Buyer shall provide (or cause to be provided) all Scheduling Coordinator services at Buyer’s expense to receive Product from Buyer, and for scheduling the Inter -SC Trade to receive the value of the Delivered Energy as further set forth herein.

5 Seller will schedule or cause to be scheduled, at its sole discretion, Product to the CAISO Balancing Authority on a day-ahead, hour-ahead, sub-hourly and/or real-time basis. All Product will be scheduled in accordance with Generally Accepted Utility Practice and the Tariff.

Based on the CAISO market scheduling and settlement protocols in place as of the Effective Date, CAISO will pay or charge Seller the CAISO Credit for the energy value of Delivered Energy produced and delivered from the Project to the Delivery Point on behalf of the Buyer. To transfer the energy value of the Delivered Energy produced and delivered from the Project from Seller to Buyer, Seller will schedule Inter-SC Trades on a Day-Ahead basis at the Financial Settlement Point in a n amount equal to the Contract Quantity to effectuate the transfer of the energy value of Delivered Energy from Seller to Buyer, and Buyer will schedule Inter -SC Trades on a Day - Ahead basis at the Financial Settlement Point in an amount equal to the Contract Quantity to effectuate the receipt of the energy value of Delivered Energy from Seller to Buyer. Consequently, and consistent with applicable netting provisions of the Master Agreement, Seller and Buyer hereby agree that the energy value of Delivered Energy will be transferred from Seller to Buyer by scheduling Inter -SC Trades on a Day -Ahead basis at the Financial Settlement Point between Seller and Buyer, and Seller shall be responsible for all CAISO costs (including penalties, costs associated with scheduling and settling Inter-SC Trades on a day -ahead basis at the Financial Settlement Point, and other charges) and sha ll be entitled to all CAISO credits (including CAISO Credits and payments) associated with the Project and the delivery of energy to the Delivery Point, and Buyer shall be responsible for all CAISO costs and shall be entitled to all CAISO credits associated with scheduling Inter-SC Trades on a Day -Ahead basis at the Financial Settlement Point to effectuate the receipt of the energy value of Delivered Energy from Seller to Buyer.

In the event the amount of Delivered Energy produced and delivered from the Project is less than the Contract Quantity in any monthly period , the payment from Buyer to Seller for Delivered Energy for that monthly period will be adjusted to account for the MWh difference between the Contract Quantity scheduled from Seller to Buyer as an Inter -SC Trade at the Financial Settlement Point , and the actual amount of Delivered Energy produced and delivered from the Project at the Delivery Point, as follows:

Payment Due = (Contract Quantity * Contract Price) + ((Delivered Energy – Contract Quantity) * Environmental Attribute Price)

In the event Seller forecasts that the amount of Delivered Energy to be produced and delivered from the Project during a period of time will be less than the Contract Quantity due to an excused event as set forth in Section R-2.3.4 of WSPP Service Schedule R or WSPP Service Schedule B, Seller will promptly notify Buyer of the reduced amount of Delivered Energy that is forecasted to be produced and delivered during a period of time, and the Parties will timely coordinate in a commercially reasonable manner to make adjustments to the MWh quantity of Inter -SC Trades that are to be scheduled at the Financial Settlement Point by Seller and Buyer during the

6 specified period of time to match the amount of Delivered Energy that is forecasted to be produced and delivered from the Project

Invoicing and
Payment: For the purposes of this Transaction, invoicing and payment for the Product and Environmental Attributes delivered to Buyer, as further set forth in this Confirmation, will be in accordance with Section 9 of the Master Agreement.

Eligibility: Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buye r qualifies under the requirements of the California Renewables Portfolio Standard.

To the extent a Change in Law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be a n Event of Default if Seller has used commercially reasonable efforts to comply with such Change in Law. [STC 6, Non -Modifiable. (Source: D.07 -11-025, Attachment A) D.08 -04-009] Commercially reasonable efforts shall be those efforts described in the Change in Law provision of this Confirmation.

Seller will be responsible for ensuring that (i) each Project is certified as an ERR for the California RPS Program prior to delivery of Resource Contingent Bundled RECs hereunder from such Project; and (ii) the Environmental Attributes have been or will be transferred to Seller and will be transferrable to Buyer through or using WREGIS, or such similar generation information or attributes tracking system as may be approved by or other method of transfer acceptable to the Energy Commission.

Vintage: Calendar Year 2025 through Calendar Year 2036, inclusive.

Environmental
Attributes: All Attributes, such is described under Section R -2.4.1 of WSPP Service Schedule R. The Parties agree that the Product will be sourced only from the Projects identified in the Confirmation with no substitutions.

Applicable
Program: State of California Renewable Portfolio Standard Program (hereinafter referred to as “California Renewables Portfolio Standard” or “California RPS Program ” or “ RPS”, as codified at California Public Utilities Code Section 399.11 et seq., and jointly administered by the CEC and the CPUC, including without limitation all applicable eligibility criteria and requirements thereof, and implemented in a manner consistent with the Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities, as adopted by the California Energy Commission on December 22, 2020, and requiring that a specified percentage of a load- serving entity’s retail sales should be supplied with electricity generated by ERRs.

7 WSPP Service
Schedule R: This Confirmation incorporates Service Schedule R of the Master Agreement, which shall govern this Transaction except as modified in this Confirmation. References herein to sections in Schedule R shall appear, for example, as "Section R-2.3.4".

Representations
And Warranties: As of the Effective Date, e ach Party represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (ii) it has authority and ability to enter into this Agreement and perform its obligations hereunder; (iii) it is acting for its own account and is not relying upon any representation of the other Party other than those expressly set forth herein; and (iv) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to produce a nd deliver or take delivery of all Product referred to in the Agreement to which it is a Party.

Seller further represents and warrants to Buyer that:

i. Seller hereby provides and conveys all Environmental Attributes associated with the electricity generation from the Project to Buyer as part of the Product being delivered. Seller represents and warrants that Seller holds the rights to all such Environmental Attributes from the Project, and Seller agrees to convey and hereby conveys all such Environmental Attributes to Buyer as included in the delivery of the Product from the Project.

ii. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buye r conform to the definition and attributes required for compliance with the California RPS Program and California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08 -08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a Change in Law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such Change in Law. [STC REC -1, Non -modifiable. D.11 -01-025] Commercially reasonable efforts shall be those efforts described in the Change in Law provision of this Confirmation.

iii. Tracking of RECs in WREGIS. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2, Non-modifiable. D.11-01-025]

iv. Seller has not sold the Product or any Environmental Attribute of the Product to be transferred to Buyer to any other person or entity.

8 v. The Product produced and delivered from Seller to Buyer is from the electric energy generated by the Project.

vi. Each Project has a first point of interconnection with the CAISO Balancing Authority.

vii. The Product to be purchased and sold pursuant to this Confirmation are not committed to another party.

viii. All rights, title and interest in and to the Product are free and clear of any taxes or security interests, claims, or other encumbrances or any interest therein, or thereto, by any Person.

ix. Subject to the Change of Law provision below, the Product meets the criteria set forth in California Public Utilities Code Section 399.16(b)(1). Seller shall provide any documentation required by the CPUC or CEC to support the Product’s classification as a Portfolio Content Category 1 Product as set forth in California Public Utilities Code Section 399.16(b)(1)(A).

x. Seller shall obtain, maintain, and remain in material compliance with all permits, interconnection agreements, and transmission rights necessary to operate the Project and to deliver Product from the Project to the Delivery Point.

Change in Law
Provisions:

a) The Product shall be Regulatorily Continuing requiring that Seller make commercially reasonable efforts to obtain compliance with Changes in Law in the California RPS Program, provided that such costs should not be greater than fifteen thousand dollars ($ 15,000) per MW of Contract Quantity (the “Capped Amount”). This provision shall not apply to any Product that was delivered and accepted prior to any Change in Law if such Product complies with the California RPS Program that existed when it was delivered and accepted.

b) This Confirmation is executed for the express purpose of complying with the California RPS Program and Section 399.16(b)(1)(A) of the California Public Utilities Code. Notwithstanding subsection (a), and subject to subsection (c), (i) if a Change in Law occurs after the Effective Date that causes the Product to cease to be compliant with the California RPS Program , Seller shall comply with such Change in Law and , subject to the Capped Amount, cause the Product to be compliant with the California RPS Program and continue to maintain compliance with the California RPS Program after having brought the Product back into compliance for the remainder of the Delivery Term; and (ii) if the California RPS Program is replaced or superseded with any successor renewable portfolio standard or similar program or any Governmental Body implements a regulation of any Environmental Attribute associated with the Product, including the limitation of greenhouse gases, then (A) the Parties shall in good faith amend the terms of this Agreement to comply w ith the requirements of such successor standard or new environmental attribute law or regulation in order to effect the original intent of this Agreement; provided that neither such amendment nor the Parties’ failure to enter into such amendment shall (1) relieve Seller of its obligations for the cost

9 of Compliance Actions up to the Capped Amount , (2) diminish Buyer’s rights or benefits hereunder, or (3) increase or decrease Buyer’s obligations or liabilities hereunder, including payment obligations , unless otherwise set forth herein and (B) Seller shall comply with the requirements of such successor renewable portfolio standard, similar program or regulation of any Environmental Attribute associated with the Product, including the limitation of greenhouse gases, in accordance with the amended version of this Agreement. Seller shall be responsible for all costs and expenses incurred by either Party in the performance of the Parties’ obligations under the forgoing clauses (i) and (ii)(B) (collectively, the “Compliance Actions”) up to the Capped Amount.

c) If Seller reasonably expects that the costs necessary to cause the Product to be compliant with the California RPS Program, or to cause the Product to comply with any successor RPS law or new environmental attribute law or regulation , will exceed the Capped Amount even after Seller’s future efforts to comply with such Change in Law, including Seller’s expenditure in an amount equal to or greater than Capped Amount, then, in either case, Seller shall promptly pr ovide notice to Buyer of the foregoing. Within thirty (30) Business Days after such notice, Seller shall, at its sole expense, deliver to Buyer a reasonably detailed report (the “Compliance Action Plan”) consisting of (A) the Compliance Actions that Seller has performed and an itemized list of costs of such Compliance Actions, (B) Seller’s proposed additional Compliance Actions and a good faith itemized estimate of the applicable costs, and (C) a good faith estimate of the date that the Product will again be compliant with the California RPS Program or Product will be in compliance with the successor RPS law or new environmental attribute law or regulation, as applicable, (the aggregate estimated costs of all performed and proposed Compliance Actions, “Compliance Action Plan Estimate”).

d) If Buyer approves of the Compliance Action Plan, then either Party may elect to pay costs in excess of the Capped Amount (“Excess Compliance Costs”). If a Party does elect to pay Excess Compliance Costs, then Seller shall be responsible for all Compliance Action costs up to the Capped Amount, and the electing Party shall be responsible for costs in excess thereof. If, after 60 days of the date that Buyer approves the Compliance Action Plan (“Compliance Plan Consideration Period”), neither Party has provided notice to the other Party in writing of its election to pay the Excess Compliance Costs, then, upon notice to be delivered to the other Party within ten (10) Business Days of the end of the Compliance Plan Consideration Period, (1) Buyer may, in its sole discretion and without penalty to Buyer, terminate this Agreement with respect to some or all of the Contract Quantity, effective upon notice to Seller, or (2) Seller may, in its sole discretion and without penalty to Selle r, terminate this Agreement with respect to all of the Contract Quantity effective upon notice to Buyer.

e) If Seller reasonably determines that its preparation and delivery of a Compliance Action Plan would be futile because it is clear that, even if Seller takes Compliance Actions and incurs cost equal to the Capped Amount, the Product cannot be made compliant with the California RPS Program following a Change in Law or the Product cannot comply with a successor RPS law or a new environmental attribute law or regulation, then Seller shall promptly provide a notice to Buyer of the foregoing (such notice, an “ Infeasibility Notice”). If it is possible to amend this Agreement to (a) make the Product compliant with t he California RPS Program , (b) ensure that Buyer will bear no additional costs, obligations, or risks hereunder,

10 and (c) ensure that Buyer’s rights and benefits hereunder will not be diminished, then the Parties shall negotiate in good faith to amend the terms of the Agreement.

If such an amendment i s not possible, then within ten (10) Business Days of delivery of such notice, (1) Buyer may, in its sole discretion and without penalty to Buyer, terminate this Agreement with respect to some or all of the Contract Quantity, effective upon notice to Seller, or (2) Seller may, in its sole discretion and without penalty to Seller, terminate this Agreement with respect to all of the Contract Quantity effective upon notice to Buyer.

f) If Buyer and Seller disagree with the contents of the Compliance Action Plan or the Infeasibility Notice, then the Parties shall engage in Dispute Resolution pursuant to Section 34.

g) Except after a Change in Law or if the California RPS Program or any portion thereof is repealed or ceases to be in effect and is not replaced with a comparable law, from time to time and at any time requested by Buyer, Seller shall furnish to Buyer, Governmental Authorities, or other Persons designated by Buyer, al l certificates and other documentation reasonably requested by Buyer in order to demonstrate that the Product is compliant with the California RPS Program.

Reporting
Obligation: Buyer shall have no responsibility (whether regulatory or financial) for greenhouse gas emissions associated with the Product (if any), and any such obligation shall be fulfilled by or at the direction of Seller at its own cost.

Review: To monitor compliance with this Confirmation, each Party reserves the right to review during normal business hours and at its own expense, for up to two (2) years following delivery of the Product under this Confirmation, and with reasonable advance notice to the other Party, and to the extent that such other Party is in possession of such information, information required to verify that the Product sold under this Confirmation was not otherwise sold by Seller to a third party.

Confidentiality: Except as provided in this Confidentiality section and the California Public Records Act, and subject to and without limiting Section R-7, neither Party shall publish, disclose, or otherwise divulge Confidential Information to any person at any time during or after the term of this Agreement, without the other Party’s prior express written consent ; provided, h owever, Seller acknowledges that Buyer is a public agency subject to the requirement of the California Public Records Act (Cal. Gov. Code section 6250 et seq.), and therefore this Agreement and any related documents will be subject to disclosure unless otherwise protected by the act or applicable law . Each Party shall permit knowledge of and access to Confidential Information only to those of its affiliates and to persons investing in, providing funding to or acquiring it or its affiliates, and to its and the foregoing persons’ respective attorneys, accountants, representatives, agents and employees who have a need to know such Confidential Information related to this Agreement.

11 to release Confidential Information, such Party shall notify the other Party of the required disclosure, such that the other Party may attempt (if such Party so chooses), at its sole cost, to cause the recipient of the Confidential Information to treat such information in a confidential ma nner, and to prevent such information from being disclosed or otherwise becoming part of the public domain. Parties acknowledge that Buyer is obligated to provide Confidential Information to the CPUC and CEC for regulatory compliance purposes for the Cali fornia RPS Program, and Seller waives the prior notice requirement and authorizes such disclosures to the CPUC and CEC.

Applicable Law/
Governing Law: This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, en forced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of Law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation a rising under or in connection with this Agreement. [STC 17, Applicable Law, Non - modifiable. (Source: D.07-11-025, Attachment A) D.08-04-009]

Additional
Terms:

a) Seller shall agree to reasonably assist Buyer with Buyer’s California Renewables Portfolio Standard Program compliance filings as reasonably requested by Buyer. In connection with the foregoing, neither Seller nor its affiliates shall be required to (i) expend or incur any legal costs (either internal or external) in providing such assistance or (ii) prepare or defend a filing or otherwise advocate on behalf of Buyer, except to the extent caused by Seller or affiliate’s acts or omissions.

b) Notwithstanding anything else in this Confirmation, and subject to Seller’s obligations under this Confirmation, Buyer acknowledges and agrees that the sale of renewable energy and RECs by Seller from the Project is nonexclusive ; provided, such nonexclusively shall not release Seller of its obligations under the Confirmation.

c) Seller Credit Requirements : Seller and Buyer are entering into the RA Agreement concurrently with the execution of this Confirmation. Only in the event of a Seller Downgrade Event will Seller be required to post and maintain from time to time security in the amount and for the periods set forth on Schedule 1 to secure its obligations under both this Confirmation and the RA Agreement ; provided that Buyer may only draw on such security (i) to recover damages payable under this Confirmation and the RA Agreement, and (ii) as a result of an Event of Default for which there exist any unsatisfied payment obligation. If the RA Agreement is terminated for any reason, but this Confirmation continues in force, the amounts on Schedule 1 will be reduced to reflect the proportionate reduction in Buyer’s overall exposure as a result of the termination of the RA Agreement, as determined by Buyer in a commercially reasonable manner, and the Parties will amend and replace Schedule 1 to reflect this reduction within thirty (30) days after termination of the RA Agreement. On the dates when the required amount of such security i s reduced as set forth on Schedule 1, if the security has been provided in cash, Buyer shall return any cash security that it holds in excess of the required amount, and if the security has been provided in the form of a letter of credit, Buyer will cooperate with Seller in substituting a revised letter

12 of credit in the appropriate amount for the one held by Buyer. The security shall be posted with Buyer as soon as possible, but in no event later than ten (10) Business Days after the occurrence of a Seller Downgrade Event . Such security may be provided in cash (to be held in an escrow account pursuant to an escrow agreement with a Qualified Issuer in form and substance satisfactory to Buyer) or by a letter of credit substantially in the form attached hereto and incorporated herein as Exhibit B .

Once Seller has resolved the Downgrade Event by achieving an Investment Grade Rating or by satisfying such other requirements as are set forth herein, the Downgrade Event shall be deemed resolved and Seller shall no longer be required to post security under this Confirmation or the RA Agreement; provided, however, in the event of a subsequent Seller Downgrade Event, the security posting requirements set forth in the Confirmation shall continue to apply until the Seller Downgrade Event has been resolved. Buyer shall return any cash or letters of credit held as security hereunder to Seller within thirty (30) days after written notice from Seller that the Seller Downgrade Event has been resolved by Seller achieving an Investment Grade Rating or satisfying such other requirements as are set forth herein.

If Seller provides security in the form of a letter of credit, Seller will provide and maintain a letter of credit to the benefit of Buyer substantially in the form attached hereto and incorporated herein as Exhibit B (attached hereto and incorporated herein by reference) from a United States bank or a bank that maint ains a United States domestic branch with a long -term debt rating from at least two rating agencies of at least “A-“ or equivalent from Moody’s, Standard & Poor’s (“ S&P”), or Fitch Ratings (“Fitch”) (or if only one rating is available, a rating of at least “AA-“or equivalent).

To secure its obligations under this Confirmation, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first -priority security interest in, and lien on (and right to net against), and assignm ent of all cash security posted for this Confirmation, and all interest or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to take all action as Buyer reasonably requires in order to allow Buyer to perfect Buyer’s security interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

d) Buyer Credit Requirements: Sell er and Buyer are entering into the RA Agreement concurrently with the execution of this Confirmation. Only in the event of a Buyer Downgrade Event will Buyer be required to post and maintain security in the amount and for the periods set forth on Schedule 1 to secure its obligations under both this Confirmation and the RA Agreement; provided that Seller may only draw on such security (i) to recover damages payable under this Confirmation and the RA Agreement, and (ii) as a result of an Event of Default for which there exist any unsatisfied payment obligation. If the RA Agreement is terminated for any reason, but this Confirmation continues in force, the amounts on Schedule 1 will be reduced to reflect the proportionate reduction in Seller’s overall exposur e as a result of the termination of the RA Agreement, as determined by Seller in a commercially reasonable manner, and the Parties will amend and replace Schedule 1 to reflect this reduction within thirty (30) days after termination of the RA Agreement. On the dates when the required amount of such security is reduced as set forth on Schedule 1, if the security has been provided in cash, Seller shall return any cash security that it holds in excess of the required amount, and if the security has been pr ovided in the form of a letter of credit, Seller will cooperate with Buyer in substituting a revised letter

13 of credit in the appropriate amount for the one held by Seller. The security shall be posted with Seller as soon as possible, but in no event later than ten (10) Business Days after the occurrence of a Buyer Downgrade Event. Such security may be provided in cash (to be held in an escrow account pursuant to an escrow agreement with a Qualified Issuer in form and substance satisfactory to Seller) or by a letter of credit substantially in the form attached hereto and incorporated herein as Exhibit B .

Once Buyer has resolved the Downgrade Event by achieving an Investment Grade Rating or by satisfying such other requirements as are set forth herein, the Downgrade Event shall be deemed resolved and Buyer shall no longer be required to post security under this Confirmation or the RA Agreement; provided, however, in the event of a subsequent Buyer Downgrade Event, the security posting requirements set forth in the Confirmation shall continue to apply until the Buyer Downgrade Event has been resolved. Seller shall return any cash or letters of credit held as security hereunder to Buyer within thirty (30) days after written notice from Buyer that the Buyer Downgrade Event has been resolved by Buyer achieving an Investment Grade Rating or satisfying such other requirements as are set forth herein.

If Buyer provides security in the form of a letter of credit, Buyer will provide and maintain a letter of credit to the benefit of Seller substantially in the form attached hereto and incorporated herein as Exhibit B (attached hereto and incorporated herein by reference) from a United States bank or a bank that maintains a United States domestic branch with a long -term debt rating from at least two rating agencies of at least “A-“ or equivalent from Moody’s, S&P, or Fitch (or if only one rating is available, a rating of at least “AA-“or equivalent).

To secure its obligations under this Confirmation, and until released as provided herein, Buyer hereby grants to Seller a present and continuing first -priority security interest in, and lien on (and right to net against), and assignment of all cash security posted for this Confirmation, and all interest or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Seller, and Buyer agrees to take all action as Seller reasonably requires in order to allow Seller to perfect Seller’s security interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

e) Early Termination: The Parties have entered into a separate agreement for the purchase and sale of resource adequacy products, as further set forth therein, which is dated concurrently with the Effective Date ( herein after referred to as the “ RA Agreement”). The Parties agree that in the event the RA Agreement is terminated pursuant to the Master Agreement, Seller shall have the right, but not the obligation, to provide thirty (30) days prior written notice to Buyer that it is terminating this Transaction, effective as of the last date of the calendar month in which such notice is received by the other Party . Early Termination pursuant to this Section of the Confirmation will not be deemed a Seller Event of Default nor a Buyer Event of Default, and Seller and Buyer shall not be subject to damages or ongoing obligations as a result of such termination.

f) Counterparts: This Confirmation may be signed in any number of counterparts with the same effect as if the signature to the counterparts were upon a single instrument.

The Parties may rely on electronic, or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation by facsimile

14 or electronic mail transmission ( including PDF) shall be the same as delivery of a manually executed signature page.

g) Entire Agreement, No Oral Agreements or Modifications. This Confirmation sets forth the terms of the Transaction into which the Parties have entered into and (together with the Master Agreement, as revised by this Confirmation) shall constitute the entire agreement between the Parties relating to the purchase and sale of the Product.

Notwithstanding any other provisions of the Agreement, this Transaction may be confirmed only through a Documentary Writing executed by both Parties, and this Transaction may only be amended or modified by a Documentary Writing executed by both Parties.

h) Buyer’s Re-Sale of Product. Buyer may re-sell all or a portion of the Contract Quantity of Product hereunder; provided, however, that any such re -sale does not increase Seller’s obligations , costs or liabilities hereunder. Seller will, or will cause the Scheduling Coordinator for the Project, to follow Buyer’s instructions with respect to providing such resold Product to a subsequent buyer, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Project Scheduling Coordinator, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such subsequent buyer to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a subsequent buyer due to the failure of Seller to comply with this Confirmation, Seller will be liable to Buyer for the same amounts Seller would have owned Buyer under this Confirmation if Buyer had not resold the Product.

i) Failure to Deliver/Receive. For purpose of this Transaction, the determination of the Replacement Price will be based on the energy and Environmental Attributes components of the Product and damages will be calculated in a commercially reasonable manner consistent with the Master Agreement, unless otherwise set forth herein.

j) Forward Contract. This Confirmation constitutes a sale of a nonfinancial commodity for deferred shipment or delivery that the Parties intend to be physically settled and is excluded from the term “swap” as defined in the Commodity Exchange Act under 7 U.S.C. § 1a(47) and the regulations of the Commodity Future Trading Commission and Securities and Exchange Commission, with further reference to 77 Fed. Reg. 48233-35.

k) Emission Performance Standard. This Agreement is a “covered procurement” under the CEC’s EPS and Buyer shall make the required compliance filing with the CEC within 10 Business Days of the Effective Date. The Parties agree that this Agreement shall be void and all pending Product deliveries terminated no later than the effective date of any final decision by the CEC pursuant to the California Code of Regulations, Title 20, Section 2910 that the covered procurement fails to comply with EPS, without penalty to Buyer or Seller. The Parties acknowledge that the Project is “determined to be compliant” pursuant to 20 CCR §§ 2903(b)(1) or (2).

15 l) Master Agreement Amendments. For this Transaction, the Master Agreement shall be amended as follows:

(i) Section 14 of the Master Agreement is amended by inserting the following new text at the end thereof:
“Notwithstanding the above, for purposes of Buyer effecting a prepay transaction, Buyer may from time to time assign the right to receive all or a portion of the Product that would otherwise be delivered to Buyer hereunder.

In connection with any such assignment to effect a prepay transaction, Seller and Buyer agree to execute a commercially reasonable form of assignment agreement to be agreed to by the Parties. For the avoidance of doubt, Buyer will remain responsible for all its obligations under this Agreement related to such assigned Product, including (i) the obligation to pay for such Product to the extent the assignee thereof does not do so, and (ii) any damages associated with such assignee’s failure to take any such Product.

Buyer may also from time to time and at any time assign any or all of its rights, and delegate any or all of its obligations under this Agreement, in whole or in part to one or more Participat ing Members , provided, such assignment is commercially reasonable to Seller and provided further, Buyer obtains Seller’s prior written consent for such assignment, which such consent shall not be unreasonably withheld or delayed . Notwithstanding the foregoing, in connection with any such assignment to one or more Participating Members, such Participating Members shall (i) have an Investment Grade Rating at the time of the assignment, and (ii) execute and deliver to Seller a written assumption agr eement, pursuant to a commercially reasonable form of assumption agreement to be agreed to by the Parties, in favor of Seller pursuant to which any such Participating Member shall assume all the obligations of Buyer under this Agreement, thereby relieving the assignor Buyer from its duties and obligations hereunder and thereunder.

16 remedy for which is provided in this Confirmation and in Section 21.3) if such failure is not remedied within ten (10) Business Days after written notice; (g) the failure of the Defaulting Party to pay its debts generally as they become due or the Defaulting Party’s admission in a writing that it is unable to generally pay its debts as they become due;
(h) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(i) the application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver, custodian, trustee, liquidator, or similar official for all or a substantial portion of its assets.”
(iv) Section 22.2(b) of the Master Agreement is amended by inserting in Section

22.2, “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein.
(v) Section 22.3 of the Master Agreement is amended by:

1. In Section 22.3(b), replacing the second sentence thereof with “The “Present Value Rate” shall mean an annual rate equal to the “pr ime rate” as published in the Wall Street Journal from to time plus 2%.”;

2. In Section 22.3(c), deleting the third sentence thereof and replacing it with the following: “If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.”

3. In Section 22.3(e), delete the entire provision (including subsections) and replace it with the following: “[Intentionally omitted]”

17 as if Buyer and Seller had both executed Exhibit A, NETTING, to the Master Agreement. Both Parties inte nd for the netting provisions of Exhibit A to the Master Agreement to be effective on the Effective Date. (viii) Section 30.1 of the Master Agreement is amended by inserting “or requested” after the word “required” in Section 30.1(4), by deleting “or” immediately before clause (7), and by adding the following at the end of the first sentence: “; or (8) to the Party’s and such Party’s affiliates’ lenders and potential lenders, investors or potential investors, counsel, accountants, advisors and agents who have a ne ed to know such information and have agreed to keep such terms confidential”.
(ix) Section 31 of the Master Agreement is amended by deleting the second sentence thereof.
(x) Subsections 34.1 and 34.2 of the Master Agreement are hereby deleted and replaced with the following:
“34.1 INFORMAL DISPUTE RESOLUTION

IN THE EVENT OF ANY DISPUTE ARISING UNDER THIS
TRANSACTION, WITHIN TEN (10) DAYS FOLLOWING THE RECEIPT OF A

WRITTEN NOTICE FROM EITHER PARTY IDENTIFYING SUCH DISPUTE,

THE PARTIES SHALL MEET, NEGOTIATE AND ATTEMPT, IN GOOD

FAITH, TO RESOLVE THE DISPUTE QUICKLY, INFORMALLY AND
INEXPENSIVELY. IF THE PARTIES ARE UNABLE TO RESOLVE A
DISPUTE ARISING HEREUNDER WITHIN THIRTY (30) DAYS AFTER

RECEIPT OF SUCH NOTICE, 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 TRANSACTION.”
“34.2 EXCLUSIVE JURISDICTION

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE

STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO,

CALIFORNIA, FOR ANY ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES ANY

OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE
CONVENIENCE OF SUCH FORUM.”
(xi) The phrase “arbitration or” is hereby deleted from the first line of Section 34.4. (xii) The following shall be inserted as a new Section 34.5; PROVIDED HOWEVER, THAT THE FOLLOWING NEW SECTION 34.5 SHALL NOT LIMIT BUYER’S RIGHT TO RECOVER FROM SELLER, OR SELLER’S OBLIGATION TO PAY

BUYER, ANY AND ALL AMOUNTS OWED PURSUANT TO THIS
CONFIRMATION, INCLUDING PENALTIES AS SPECIFIED THEREIN:
“34.5 LIMITATION OF DAMAGES. FOR BREACH OF ANY PROVISION

OF THIS CONFIRMATION AGREEMENT FOR WHICH AN EXPRESS

REMEDY OR MEASURE OF DAMAGES IS PROVIDED, THE EXPRESS

REMEDY OR MEASURE OF DAMAGES PROVIDED IS THE SOLE AND

18 EXCLUSIVE REMEDY UNDER THIS AGREEMENT AND ALL OTHER
REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO

EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS

AGREEMENT FOR A PARTICULAR BREACH, LIABILITY FOR THE

BREACH IS LIMITED TO DIRECT DAMAGES ONLY, WHICH SHALL BE THE

SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR SUCH

BREACH, AND ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY IS LIABLE FOR ANY OTHER

TYPE OF DAMAGE, INCLUDING INCIDENTAL, PUNITIVE, EXEMPLAR Y,

CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY NATURE (INCLUDING DAMAGES ASSOCIATED WITH LOST PROFITS, BUSINESS

INTERRUPTION AND LOSS OF GOODWILL) ARISING AT ANY TIME,

WHETHER IN TORT (INCLUDING THE SOLE OR CONTRIBUTORY

NEGLIGENCE OF EITHER PARTY OR ANY RELATED PERSON),

WARRANTY, STRICT LIABILITY, CONTRACT OR STATUTE, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT LIMIT EITHER PARTY’S RIGHT TO

RECOVER DAMAGES UNDER EXPRESS INDEMNITY PROVISIONS SET
FORTH IN THE CONFIRMATION.
(xiii) Section 41 “Witness” of the Master Agreement shall become Section 42 and the following “Standard of Review” Section shall be substituted in its place:
“The Parties agree as follows:

1. Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether proposed by a Party, a non-party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp. , 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956)( the “Mobile-Sierra” doctrine) and clarified in Morgan Stanley Capital Group, Inc. v. Public Util. Dist. No. 1 of Snohomish 554 U.S. 527 (2008) and NRG Power Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010).

2. The Parties, for themselves and their successors and assigns, (i) agree that this “public interest” standard shall apply to any proposed changes in any other documents, instruments or other agreements executed or entered into by the Parties in connection with this Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any other standard of review, including the “just and reasonable” standard.”

(xiv) Section B-5 of WSPP Service Schedule B is hereby deleted in its entirety and replaced with the following: “[Intentionally omitted]”

19 Definitions/
Interpretations: For purposes of the Confirmation, the following definitions and rules of interpretations shall apply:

“Agreement” has the meaning specified in the introductory paragraph hereof.

“Confidential Information” means all oral and written information exchanged between the Parties with respect to the subject matter of this Agreement. The following information does not constitute Confidential Information for the purposes of this Agreement: (a) information that is or becomes generally available to the public other than as a result of a disclosure by either Party in violation of this Agreement; (b) information that was already known by either Party on a non - confidential basis prior to this Agreement; and (c) informat ion that becomes available to either Party on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against disclosing the information to such Party.

“CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.

“CAISO Credit” means the Energy Price paid or charged by the CAISO for the energy scheduled and delivered from the Project to the Delivery Point.

“CAISO Tariff” or “Tariff” means the tariff and protocol provisions of the CAISO , including the rules, protocols, procedures and standards attached thereto, as it may be amended, modified, supplemented or replaced (in whole or in part) from time to time.

“CAISO Balancing Authority” means, as the context requires, CAISO as “Balancing Authority” or “CAISO Balancing Authority Area”, as such terms are used in the CAISO Tariff.

“California Renewables Portfolio Standard” or “California RPS Program” or “RPS” means the “California Renewables Portfolio Standard” program as codified at California Public Utilities Code Section 399.11 et seq., as such provisions are amended or supplemented from time to time, and jointly administered by the CEC, the CPUC and the California Air Resources Board, including without limitation all applicable eligibility criteria and requirements thereof and implemented in a manner consistent with the Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities, as adopted b y the California Energy Commission on December 22, 2020, and as may be amended from time to time.

“CEC” or “Energy Commission” or “California Energy Commission” means the California Energy Commission, or any successor entity.

“CPUC” means the California Public Utilities Commission, or any successor entity.

“Change in Law” means any addition, amendment, decision, ruling, order, or binding interpretation by or of a Governmental Body or other third party having jurisdiction or authority, to or regarding any laws, rules, regulations, orders, or judicial precedent, that applies to the California RPS Program, that is enacted, issued or becomes legally effective after the Effective Date and materially affects the California RPS Program or compliance of the Product with the California RPS Program.

“Credit Rating” means, with respect (i) to Seller, the current rating then assigned by Moody’s, S&P, Kroll, or Fitch, to Seller’s senior unsecured long-term debt obligations (not supported by insurance provider enhancements), or if Seller does not have a rating for its senior unsecured

20 long-term debt, then the current general corporate credit rating or long-term issuer rating assigned by Moody’s, S&P, Kroll, or Fitch. In the event Seller has multiple ratings, the lowest rating shall prevail, and (ii) to Buyer, the current rating then assigned by Moody’s, S&P, Kroll, or Fitch, to Buyer’s Hydroelectric Project 1 Revenue Bonds (not supported b y insurance provider enhancements), or if Buyer does not have a rating for its project bonds or revenue bonds, then the current general credit rating or long -term issuer rating assigned by Moody’s, S&P , Kroll, or Fitch. In the event Buyer has multiple ratings, the lowest rating shall prevail.

“Delivered Energy” means renewable energy generated and metered from the Project with associated Environmental Attributes that is delivered to Buyer at the Delivery Point in accordance with this Confirmation.

“Downgrade Event” shall have the following meaning:

For Seller, it shall be a Downgrade Event for Seller only if the Credit Rating of Seller falls below BBB- from S&P, Fitch or Kroll, or Baa3 from Moody’s, or if Seller ceases to be rated by either S&P, Fitch, Moody’s or Kroll. Seller shall provide notice to Buyer no later than five (5) Business Days after the occurrence of any Downgrade Event.

For Buyer, it shall be a Downgrade Event for Buyer only if (i) Buyer’s underlying Credit Rating, determined without reference to third party credit enhancement, on it s utility revenue bond (“Debt”) by S&P, Moody’s, and Fitch is respectively below BBB - or Baa3, and Buyer fails to maintain Days of Cash on Hand. For the purposes of this Agreement, “Days of Cash on Hand” means, with respect to Buyer, the required security deposit under the Third Phase Agreement, which shall be no less than the amount of Buyer’s estimated full payments for three (3) months of Product under both this Agreement and the RA Agreement, and (ii) Buyer no longer has legal right to demand that its members adjust electric rates, or take other measures to increase revenues, as necessary to fully recover the total costs Buyer is obligated for hereunder. Buyer shall provide notice to Seller n o later than five (5) Business Days after the occurrence of any Downgrade Event.

“Eligible Renewable Resource” or “ERR” has the meaning as defined in this confirmation.

"Emission Performance Standard” or “EPS” means the requirement set -forth in Californi a Code of Regulations (CCR) Title 20, Chapter 11, Article 1. Section 2900 et seq.

“Energy Price” means, for each MWh of energy scheduled and delivered from the Project to the Delivery Point, the applicable Locational Marginal Price, as defined in the Tariff and published by the CAISO, a t the Delivery Point where CAISO models the physical injection of such Project energy.

“Environmental Attribute Price” means: $14.00/MWh for each MWh of Resource Contingent Bundled REC delivered to Buyer.

“Environmental Attributes” or “Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Project, and its avoided emission of pollutants. Environmental Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (S ox), nitrogen oxides (Nox), carbon monoxide (CO) and other pollutants; (2 ) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate

21 Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Renewable Energy Credits or Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser’s discretion, and include without limitation those Green Tag Reporting Rights accruing 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. Green Tags and Renewable Energy Credits are accumulated on a MWh basis and one Green Tag or Renewable Energy Credit represents the Environmental Attributes or Green Attributes associated with one (1) MWh of Energy. Environmental Attributes or Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Project, (ii) production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Project for compliance with local, state, or federal operating and/or air quality permits;

“Generally Accepted Utility Practice” means a practice established by the Western Electricity Coordinating Council (“WECC”) or any successor regional reliability council, as such practice may be revised from time to time, or if no practice is so established, means a practice otherwise generally accepted in the WECC region.

“Green Tag” and “Green Tag Reporting Rights” have the meanings set forth in the definition of “Green Attributes”, and for the purposes of this Transaction.

“Green Tag Purchaser” means Buyer.

“Governmental Body” means (i) any federal, state, local, municipal or other government; (ii) any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and (iii) any court or governmental tribunal.

“Inter-SC Trade” is defined in the Tariff.

“Investment Grade Rating” means a rating of BBB- or better from S&P, Fitch or Kroll, or a rating of Baa3 or better from Moody’s.

“Locational Marginal Price” is defined in the Tariff.

“MW” means megawatt in alternating current, or ac.

“MWh” mean megawatt-hours.

“NERC” means the North American Electric Reliability Corporation.

“NP15 Existing Zone Generation Trading Hub” or “NP15 EZ Gen Hub” is defined in the Tariff.

“Participating Member” means a member of Buyer that is signatory to the Third Phase Agreement.

22 “Point of Interconnection” is defined in the Tariff.

“Qualified Issuer” means a person acceptable to Buyer or Seller and that is a United States financial institution, and that has a current long -term credit rating (corporate or long -term senior unsecured debt) of (a) “A2” or higher by Moody’s and “A -” or higher by S&P, if such Person is rated by both Moody’s and S&P or (b) “Aa2” or higher by Moody’s, or “AA” or higher by S&P if such person is rated by only S&P or Moody’s.

“Qualified Reporting Entity” or “QRE” means an organization providing renewable energy data to WREGIS for registered generating units. QREs shall meet the Qualified Reporting Entity Guidelines established in the WREGIS Operating Rules.

“RA Agreement” is executed by the Parties concurrently with the execution of this Confirmation.

“Renewable Energy Credit” or “REC” means a renewable energy credit as defined by and in accordance with Section 399.12(h) of the California Public Utilities Code , including the right to claim title to Environmental Attributes attributable to the generation of electric energy from an Eligible Renewable Energy Resource.

“RPS ID” or “CEC RPS ID” means the “California Energy Commission RPS certification number”, the “identification number” and/or the “RPS ID”, as such terms are used by the CEC to describe the identification number for an ERR that has been certified (or will be certified for the period of deliveries) as such by the CEC for the purposes of the California RPS Program. The RPS ID for each Project is set out beside the applicable facility under the column “CEC RPS ID” in the table attached hereto as Exhibit A.

“Scheduling Coordinator” is defined in the Tariff.

“Third Phase Agreement” means the agreement between buyer and the Participating Members that sets forth the terms and conditions under which Buyer is authorized to enter i nto this Agreement on behalf of the Participating Members.

“WREGIS” means Western Renewable Energy Generating Information System or any successor renewable energy tracking system or program.

“WREGIS Certificate” has the same meaning as “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated by applicable law as eligible for complying with the California RPS Program and for evidencing the Environmental Attributes associated with the Product.

“WREGIS Operating Rules” means the operating rules and requirements adopted by WREGIS, as amended from time to time or successor rules and requirements.

“WREGIS Timelines” means the timeline for WREGIS Certificates creation by WREGIS in accordance with WREGIS Operating Rules as applied by WREGIS.

[SIGNATURE PAGE FOLLOWS]

i
SCHEDULE 1

AMOUNT OF REQUIRED SECURITY

Period Amount
1/1/2025 - 12/31/2025 $2,500,000.00
1/1/2026 - 12/31/2026 $2,500,000.00
1/1/2027 - 12/31/2027 $5,000,000.00
1/1/2028 - 12/31/2028 $5,000,000.00
1/1/2029 - 12/31/2029 $5,000,000.00
1/1/2030 - 12/31/2030 $5,000,000.00
1/1/2031 - 12/31/2031 $5,000,000.00
1/1/2032 - 12/31/2032 $5,000,000.00
1/1/2033 - 12/31/2033 $5,000,000.00
1/1/2034 - 12/31/2034 $5,000,000.00
1/1/2035 - 12/31/2035 $5,000,000.00
1/1/2036 - 12/31/2036 $5,000,000.00

EXHIBIT A

Project Information

EXHIBIT B

[ISSUER LETTERHEAD]

DATE: [DATE]

WE HEREBY ISSUE OUR IRREVOCABLE NON-TRANSFERABLE STANDBY LETTER OF CREDIT NO. [NUMBER]

ISSUING BANK:
[ISSUER]
[ADDRESS]
[PHONE NUMBER]
[FAX NUMBER]

BENEFICIARY:

NORTHERN CALIFORNIA POWER AGENCY
[INSERT]
ROSEVILLE, CA 95747
ATTN: [INSERT]
(“BENEFICIARY”)

APPLICANT:

[INSERT]

AMOUNT: USD $[AMOUNT] (AMOUNT XX/100 UNITED STATES DOLLARS)

EXPIRATION DATE: [DATE]

WE HEREBY OPEN OUR IRREVOCABLE NON-TRANSFERABLE STANDBY LETTER OF CREDIT (“LETTER OF CREDIT”) IN FAVOR OF THE NORTHERN CALIFORNIA POWER AGENCY AND FOR

THE ACCOUNT OF THE ABOVE REFERENCED APPLICANT IN THE AGGREGATE AMOUNT OF USD [AMOUNT] (AMOUNT), WHICH IS AVAILABLE BY PAYMENT WITH US WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

1. A DRAFT AT SIGHT DRAWN ON [ISSUER], DULY ENDORSED ON ITS REVERSE SIDE

THEREOF BY THE BENEFICIARY, SPECIFICALLY REFERENCING THIS LETTER OF CREDIT NUMBER, AS EXEMPLIFIED BY ATTACHMENT A.

2. THE ORIGINAL LETTER OF CREDIT AND ANY AMENDMENTS ATTACHED THERETO,

3. A COPY OF THE INVOICE MARKED UNPAID; AND

4. A STATEMENT ISSUED ON THE LETTERHEAD OF AND SIGNED BY THE BENEFICIARY STATING THE FOLLOWING: “THE APPLICANT HAS NOT MADE PAYMENT ON INVOICE NUMBER (INSERT INVOICE NUMBER) PER THE RELEVANT CONTRACTS. WE

THEREFORE DEMAND PAYMENT IN THE AMOUNT OF (INSERT DOLLAR AMOUNT) AS SAME IS DUE AND OWING.”

(CONTINUED ON PAGE 2)

(PAGE 2 OF LETTER OF CREDIT NO: [INSERT NUMBER])

WE ARE ADVISED BY THE APPLICANT THAT THIS LETTER OF CREDIT IS ISSUED IN

CONNECTION WITH THE TRANSACTION BETWEEN THE NORHTERN CALIFORNIA POWER AGENCY AND [INSERT] DATED [INSERT DATE] UNDER THE Master AGREEMENT AS AMENDED FROM TIME TO TIME DATED [INSERT MOST CURRENT Master AGREEMENT DATE] (“AGREEMENT”).

INVOICE(S) IN EXCESS OF THE AMOUNT AVAILABLE UNDER THIS LETTER OF CREDIT ARE ACCEPTABLE; HOWEVER, DRAWINGS UNDER THIS LETTER OF CREDIT MAY NOT EXCEED AMOUNT AVAILABLE.

IF A COMPLYING PRESENTATION OF DRAW DOCUMENTS IS MADE PRIOR TO 11:00 AM (EASTERN STANDARD TIME) ON A BUSINESS DAY, THEN WE SHALL, PRIOR TO THE CLOSE OF

BUSINESS ON THE FIRST FOLLOWING BUSINESS DAY, MAKE PAYMENT IN IMMEDIATELY AVAILABLE FUNDS. IF A COMPLYING PRESENTATION OF DRAW DOCUMENTS IS MADE AT OR AFTER 11:00 AM (EASTERN STANDARD TIME) ON A BUSINESS DAY, THEN WE SHALL, PRIOR TO

THE CLOSE OF BUSINESS ON THE SECOND FOLLOWING BUSINESS DAY, MAKE PAYMENT IN IMMEDIATELY AVAILABLE FUNDS.

PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS ARE PERMITTED.

ALL CHARGES OF THE ISSUER ARE FOR THE ACCOUNT OF THE APPLICANT.

THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING. THIS

UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, AMPLIFIED, OR

INCORPORATED BY REFERENCE TO ANY DOCUMENT, CONTRACT, OR AGREEMENT REFERENCED TO HEREIN.

WE HEREBY AGREE WITH YOU THAT DRAFT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE

TERMS AND CONDITIONS OF THIS CREDIT SHALL BE DULY HONORED IF PRESENTED TOGETHER WITH DOCUMENT(S) AS SPECIFIED AT OUR OFFICES AT [INSERT ISSUER NAME AND ADDRESS]

ON OR BEFORE THE ABOVE STATED EXPIRY DATE, OR ANY EXTENDED EXPIRY DATE IF APPLICABLE. DRAFT(S) DRAWN UNDER THIS CREDIT MUST SPECIFICALLY REFERENCE OUR LETTER OF CREDIT NUMBER.

FACSIMILE OF THE DRAW DOCUMENTS IS ACCEPTABLE TO [INSERT FAX NUMBER]. IF

PRESENTATION IS MADE BY FACSIMILE, PROMPT PHONE NOTIFICATION MUST BE GIVEN TO [INSERT PHONE NUMBER], PROVIDED THAT BENEFICIARY’S FAILURE TO MAKE SUCH FOLLOW UP TELEPHONE CALL SHALL NOT INVALIDATE THE FACSIMILE DRAWING. THE FACSIMILE PRESENTATION SHALL BE DEEMED THE ORIGINAL PRESENTATION. IN THE EVENT OF A FULL OR

FINAL DRAWING, THE ORIGINAL STANDBY LETTER OF CREDIT MUST BE RETURNED TO THE ISSUER BY OVERNIGHT COURIER AT THE TIME OF THE FACSIMILE PRESENTATION.

THIS LETTER OF CREDIT IS SUBJECT OT THE INTERNATIONAL STANDBY PRACTICES 1998, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590 (“ISP 98”).

VERY TRULY YOURS,
[ISSUER]

________________________
NAME
TITLE

AUTHORIZED SIGNATURE

iii

ATTACHMENT A
Drawing Certificate
TO [ISSUING BANK NAME]

IRREVOCABLE NON-TRANSFERABLE STANDBY LETTER OF CREDIT
No.

DRAWING CERTIFICATE
Bank
Bank Address
Subject: Irrevocable Non-transferable Standby Letter of Credit Reference Number:

The undersigned , an authorized representative of Northern California Power Agency (the “Beneficiary”), hereby certifies to [Issuing Bank Name] (the “Bank”), and _____________________ (the “Applicant”), with reference to Irrevocable Nontransferable Standby Letter of Credit No. ( ), dated , (the “Letter of Credit”), issued by the Bank in favor of the Beneficiary, as follows as of the date hereof:

1. The Beneficiary is entitled to draw under the Letter of Credit an amount equal to $ , for the following reason(s) [check applicable provision]:
[ ]A. An Event of Default, as defined in that certain Transaction between Applicant and Beneficiary, dated as of [Date of Execution] under the Confirmation Agreement between the Northern California Power Agency and [INSERT] dated [INSERT DATE] under the Master Agreement as amended from time to time dated [August 12, 2021] (the “Agreement”), with respect to the Applicant has occurred and is continuing.
[ ]B. An Early Termination Date (as defined in the Agreement) has occurred or been designated as a result of an Event of Default (as defined in the Agreement) with respect to the Applicant for which there exist any unsatisfied payment obligations.
[ ]C. The occurrence of an Event of Deficient Product Deliveries. [ ]D. The Bank has heretofore provided written notice to the Beneficiary of the Bank’s intent not to renew the Letter of Credit following the present Expiration Date thereof (“Notice of Non-renewal”), and Applicant has failed to provide the Beneficiary with a replacement letter of credit satisfactory to Beneficiary in its sole discretion within thirty (30) days following the date of the Notice of Non- renewal.

iv
[ ]E. The Beneficiary has not been paid any or all of the Applicant’s payment obligations now due and payable under the Confirmation or Agreement.

2. Based upon the foregoing, the Beneficiary hereby makes demand under the Letter of Credit for payment of U.S. DOLLARS AND ____/100ths (U.S.$ ), which amount does not exceed (i) the amount set forth in paragraph 1 above, and (ii) the Available Amount under the Letter of Credit as of the date hereof.

3. Funds paid pursuant to the provisions of the Letter of Credit shall be wire transferred to the Beneficiary in accordance with the following instructions:

Unless otherwise provided herein, capitalized terms which are used and not defined herein shall have the meaning given each such term in the Letter of Credit.

IN WITNESS WHEREOF, this Certificate has been duly executed and delivered on behalf of the Beneficiary by its authorized representative as of this ____ day of _____, 20____.

Beneficiary: NORTHERN CALIFORNIA POWER
AGENCY
By:

Name:

Title:

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE

CITY MANAGER TO EXECUTE A THIRD PHASE AGREEMENT WITH

NORTHERN CALIFORNIA POWER AGENCY FOR PURCHASE

AGREEMENTS WITH GEYSERS POWER COMPANY, LLC
========================================================================

WHEREAS, the City of Lodi (Lodi) is a signatory to the Joint Powers Agreement (JPA) which created the Northern California Power Agency (NCPA) and therefore is a member; and

WHEREAS, Lodi and other NCPA m embers have executed the Amended and Restated Facilities Agreement which establishes the framework under which p roject agreements are created for the development, design, financing, construction, and operation of specific NCPA projects; and

WHEREAS, in 2020 , subsequently amended in 2022, NCPA, acting on behalf of members, conducted a competitive solicitation to identify and select cost -effective resources to support member obligations as it relates to renewable energy resources; and

WHEREAS, Geysers Power Company, LLC (Geysers) submitted a proposal to NCPA to sell output from multiple geothermal power plants located in Sonoma and Lake Counties; and

WHEREAS, Lodi and other members desire NCPA to enter into Purchase Agreements (Agreements) with Geysers for the purchase of resource adequacy capacity and renewable energy products from these geothermal power plants; and

WHEREAS, under the terms of the Agreements, NCPA will purchase , on behalf of member participants including Lodi, the electrical energy output, resource adequacy capacity , renewable energy credits, and all other environmental attributes from Geysers for 5 megawatts (MW) beginning January 1, 2025 , increasing to 10 MW beginning January 1, 2027 continuing through December 31, 2036; and

WHEREAS, the output under the Agreements is guaranteed to qualify as Portfolio Content Category 1 under California Renewables Portfolio Standard requirements; and

WHEREAS, in order for NCPA to move forward on behalf of participating me mbers, a Third Phase Agreement is needed to enable NCPA to enter into the Agreements with Geysers on behalf of the participants; and

WHEREAS, the Third Phase Agreement facilitates the transfer of all costs, obligations, and benefits associated with the Agreements from NCPA to the signatories to the Third Phase Agreement in proportion to each signatory’s Project Participation Percentage for the life of the Agreements; and

WHEREAS, on the effective date of the Third Phase Agreement, the City of Santa Clara (the initial participant) will hold the full Project Participation Percentage; however Lodi will exercise its right to accept a transfer of 5 MW in 2025 and 2026 respectively and 10 MW each year thereafter through 2036, thereby becoming a project participant; and

WHEREAS, this activity would not result in a direct or reasonably foreseeable indirect change in the physical environment and is therefore, not a “project” for purposes of Section 21065 of the California Environmental Quality Act thus no environmental review is necessary; and

WHEREAS, on January 26, 2023, the Risk Oversight Committee received a report on the Geysers Geothermal Project and recommended approval of the Third Phase Agreement with NCPA.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a Third Phase Agreement with the Northern California Power Agency for Purchase Agreements with Geysers Power Company, LLC; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above-referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: February 15, 2023
======================================================================== I hereby certify that Resolution No. 2023-____ was passed and adopted by the City Council of the City of Lodi in a regular meeting held on February 15, 2023 by the following vote:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-____
AGENDA ITEM C-12

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt Resolution Authorizing the City Manager to Execute an Amended Agreement for Property Tax Allocation Upon Annexation with the County of San Joaquin M
EETING DATE: February 15, 2023
P
REPARED BY: Deputy City Manager
RE
COMMENDED ACTION: Adopt resolution authorizing the City Manager to execute an Amended Agreement for Property Tax Allocation Upon Annexation with the County of San Joaquin.

B
ACKGROUND INFORMATION: In order for the City of Lodi (City) to annex new territory into its boundaries, a revenue sharing agreement is required by state law between the City as annexing agency and unincorporated San Joaquin County. The City and County of San Joaquin currently do not have such an agreement. The previous agreement expired in 2011 and absent any development interest in annexation, the City did not pursue a new agreement.

W
ith the recent update of the City’s Municipal Service Review (MSR) and related Sphere of Influence (SOI) and continued interest from potential developers in property adjacent to but outside the City, staff began negotiations with the County on a future revenue share. Historically, the City and County have shared in the local agency portion of the property tax at an 80% County/20% City split for annexations. City staff contracted with NBS to perform a Fiscal Impact Analysis of hypothetical future development of the three areas considered within the SOI update. NBS analysis concluded that in all three areas the City would not benefit financially from future annexation under the 80/20 split and such a split would place a financial burden on current City services. Under the 80/20 split, the County would end up netting additional revenue above additional service demands placed upon the County by new development. City and County staff agreed that a more equitable revenue sharing agreement was appropriate.

O
n January 4, 2023, the City Council approved an agreement that provides for a 60% County/40% City revenue share. Under this approach, the City is very close to break even and the County revenue above service demands is reasonable. In order to ensure the City is able to serve future development without impact to existing service levels, staff will recommend future development join a services Community Facilities District (CFD) to provide additional revenue to the City. Future City Council decisions and further analysis will need to be conducted to determine the appropriate amount of CFD fees. The agreement does not change the historical split within existing City boundaries.

Upon further review of the agreement, County staff identified a concern with the annexation property tax base revenue. In previous agreements and agreements with other agencies, the County retained a 90/10 split of the annexation property tax base revenue. This ensures the County does not lose revenue as a result of the annexation. For new greenfield annexations the base tax revenue is very low and has an immaterial impact on the financial analysis. There are no other differences between the proposed agreement and the agreement considered by City Council on January 4.

The proposed agreement has been negotiated with the City and County at a staff level. Upon approval by the City Council, County staff will bring the property tax allocation agreement to the County Board of Supervisors at its next February meeting for approval.

FISCAL IMPACT: There is no immediate fiscal impact from approving this agreement. The impact is on future development. Future development is not possible without this agreement. With this agreement, the City Council can consider future annexation requests by landowners.

The financial feasibility of future development is greatly increased by the additional City revenue share as compared to previous tax sharing agreements.

FUNDING AVAILABLE: N/A

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE

CITY MANAGER TO EXECUTE AN AMENDED AGREEMENT FOR

PROPERTY TAX ALLOCATION UPON ANNEXATION WITH THE

COUNTY OF SAN JOAQUIN
========================================================================

WHEREAS, the City of Lodi and County of San Joaquin have not had an Agreement for Property Tax Allocation upon Annexation (Agreement) since 2011; and

WHEREAS, in order for the City to consider future applications for annexation, such an agreement is required; and

WHEREAS, the proposed agreement doubles the historical share of property tax revenue the City has received from annexation; and

WHEREAS, the proposed agreement provides a financially sustainable path for future development for both the City and the County.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute an amended Agreement for Property Tax Allocation upon Annexation with the County of San Joaquin, in the form attached hereto as Exhibit A; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above-referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: February 15, 2023
========================================================================

I hereby certify that Resolution No. 2023-___ as passed and adopted by the City Council of the City of Lodi in a regular meeting held February 15, 2023, by the following votes:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-___
Exhibit A

AGENDA ITEM C-13

COUNCIL COMMUNICATION
APPR
OVED: ________________________________
Stephen Schwabauer, City Manager
AGENDA TITLE: Adopt A Resolution Authorizing City Manager To Execute a Three -Year Professional Service Agreement with Two Optional One-Year Extensions with Lance, Soll & Lunghard, LLP (LSL), of Sacramento, for Professional Auditing Services ($438,418) M
EETING DATE: February 15, 2023
P
REPARED BY: Accounting Manager
RE
COMMENDED ACTION: Adopt a resolution authorizing City Manager to execute a three -year professional service agreement with two optional one-year extensions with Lance, Soll & Lunghard, LLP (LSL), of Sacramento, for prof essional auditing services ($438,418).

B
ACKGROUND INFORMATION: The City is required to produce an Annual Comprehensive Financial Report (ACFR). The previous professional audit firm under contract with the City to perform professional auditing services served in that role for five years.

It is best practice to switch audit firms from time to time through an RFP process.

I
n December 2022, the City released a Request for Proposal (RFP) for Professional Auditing Services. On January 11, 2023 the City received responses from three firms:
• B
adawi & Associates
• Lance, Soll & Lunghard, LLP
• Vasquez & Company, LLP
T
he proposals were independently reviewed by a team of five City staff members, including:
• D
eputy City Manager
• Accounting Manager
• Supervising Accountant
• Management Analyst
• Electric Utility Business Analyst
T
he proposals were evaluated on the following criteria:
• G
eneral qualifications
• Technical quality

o Expertise and Experience with similar agencies
o Audit Approach
• Price

Based upon the evaluation of the information supplied in the proposals, the panel ranked the proposal by Lance, Soll & Lunghard, LLP as the most responsive and advantageous to the City. Lance, Soll & Lunghard provided a detailed work plan specifically addressing analytics, testing, additional services to be included in their fee.

Lance, Soll & Lunghard, LLP, were ranked number one by four reviewers, and number three by one reviewer.

In addition, Lance, Soll & Lunghard, LLP, provides audit services to another municipality that has an Electric Utility department, giving them a greater understanding of Lodi’s operational complexity.

Annual All-Inclusive Fee Structure is as follows:

• Year One – Fiscal Year 2022/23 $78,340
• Year Two – Fiscal Year 2023/24 $80,690
• Year Three – Fiscal Year 2024/25 $83,112
Total Not to Exceed $234,142

• Year Four (Optional) – Fiscal Year 2025/26 $85,604
• Year Five (Optional) – Fiscal Year 2026/27 $88,172

Proposal includes one major single audit program. If an additional single audit program is needed the cost for the additional program is $4,500.

FISCAL IMPACT: Costs for the audit services will be included in the City’s proposed Fiscal Year 2023/24 budget and the General Fund Long Range Financial Plan.

FUNDING AVAILABLE: Not applicable.

_______________________________________
Andrew Keys
Deputy City Manager/Internal Services Director

1 AGREEMENT FOR PROFESSIONAL SERVICES

ARTICLE 1

PARTIES AND PURPOSE

Section 1.1 Parties
THIS AGREEMENT is entered into on ______________, 2023, by and between the CITY OF LODI, a municipal corporation (hereinafter “CITY”), and Lance, Soll & Lunghard, LLP (hereinafter “CONTRACTOR”).

Section 1.2 Purpose
CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference.

CITY wishes t o enter into a n agreement with CONTRACTOR for Auditing Services (hereinafter “Project”) as set forth in the Scope of Services attached here as Exhibit A.

CONTRACTOR acknowledges that it is qualified to provide such services to CITY.

ARTICLE 2

SCOPE OF SERVICES

Section 2.1 Scope of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A.

Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services.

CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services.

CONTRACTOR shall not be responsible for delay s caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR’s contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. 2 Section 2.3 Meetings
CONTRACTOR shall attend meetings as may be set forth in the Scope of Services.

Section 2.4 Staffing
CONTRACTOR acknowledges that CITY has relied on CONTRACTOR’s capabilities and on the qualifications of CONTRACTOR’s principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY’s sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR’s project staff prior to any change.

CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required f or CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and appr ovals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement.

Section 2.6 Term
The term of this Agreement commences on May 1 , 2023 and terminates upon the completion of the Scope of Services or on December 31, 2025, whichever occurs first.

Section 2.7 Option to Extend Term of Agreement
At its option, City may extend the terms of this Agreement for an additional two (2) one (1)-year extensions; provided, City gives Contractor no less than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event City exercises any option under this paragraph, all other terms and conditions of this Agreement c ontinue and remain in full force and effect.

The total duration of this Agreement, including the exercise of any option under this paragraph, shall not exceed five (5) years.
3 ARTICLE 3

COMPENSATION

Section 3.1 Compensation
CONTRACTOR’s compensation for al l work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and i ncorporated by this reference.

CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY.

Section 3.2 Method of Payment
CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR’s compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal.

Section 3.3 Costs
The Fee Proposal shall inc lude all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY.

Section 3.4 Auditing
CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit.

CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement.

4 ARTICLE 4

MISCELLANEOUS PROVISIONS

Section 4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law.

Section 4.2 ADA Compliance
In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities A ct (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA.

Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney’s fees and costs ), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence , sole negligence, or sole willful misconduct of the City of Lodi , its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein.

Section 4.4 No Personal Liability
Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 5 Section 4.5 Responsibility of CITY
CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein.

Section 4.6 Insurance Requirements for CONTRACTOR
CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference.

Section 4.7 Successors and Assigns
CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY.

To CITY: City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
Attn: Melissa Munoz

To CONTRACTOR: Lance, Soll & Lunghard, LLP
2151 River Plaza Dr Ste 150
Sacramento, CA 95833

Section 4.9 Cooperation of CITY
CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services.

Section 4.10 CONTRACTOR is Not an Employee of CITY
CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the 6 services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof.

Section 4.11 Termination
CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from s ervices not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement.

Section 4.12 Confidentiality
CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as “Confidential” or “Proprietary”, except to the extent otherwise required by law or permitted in writing by CONTRACTOR.

CONTRACTOR acknowledges that CITY is subject to the California Public Records Act.

Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney’s Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney’s fees from the party who does not prevail as determined by the San Joaquin County Superior Court.

Section 4.14 City Business License Requirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. 7 Section 4.15 Captions
The captions of the sections and subsections of this Agr eement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder.

Section 4.16 Integration and Modification
This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties.

Section 4.17 Contract Terms Prevail
All exhibits and this Agreement are intended to be construed as a single document.

Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail.

Section 4.18 Severability
The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

Section 4.19 Ownership of Documents
All documents, photographs, reports, anal yses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, with the exception of CONTRACTOR’s audit work papers, which are considered proprietary in nature, shall be deemed the property of CITY. Upon CITY’s request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR’s regular business hours. Upon termination or completion of services under this Agreement, all inform ation collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days.

CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY’s use of such documents for any purpose other than the purpose for which they were intended.

Section 4.20 Authority
The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement.

Section 4.21 Federal Transit Funding Conditions
If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement . In the event of a conflict between the terms of this

9 Doc ID:

CA:Rev.01.2023.LT
RESOLUTION NO. 2023-____

A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE

CITY MANAGER TO EXECUTE A THREE-YEAR PROFESSIONAL SERVICES

AGREEMENT WITH TWO OPTIONAL ONE-YEAR EXTENSIONS WITH

LANCE, SOLL & LUNGHARD, LLP, OF SACRAMENTO, FOR

PROFESSIONAL AUDITING SERVICES
========================================================================

WHEREAS, the City is required to produce an annual comprehensive financial report; and

WHEREAS, staff recommends that the City Council authorize the City Manager to execute a Professional Services Agreement with Lance, Soll & Lunghard, LLP, of Sacramento, for auditing services, in an amount not to exceed $438,418 for a term through December 31, 2025, with two optional one-year extensions.

NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a three- year Professional Services Agreement with Lance, Soll & Lunghard, LLP, of Sacramento , California, for auditing services, i n an amount not to exceed $438,418 through December 31, 2025; and

BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute up to two one- year extensions, if it is in the best int erest of the City of Lodi; and

BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019 -223), the City Attorney is hereby authorized to make minor revisions to the above-referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary.

Dated: February 15, 2023
========================================================================

I hereby certify that Resolution No. 2023-____ as passed and adopted by the City Council of the City of Lodi in a regular meeting held February 15, 2023 by the following votes:

AYES: COUNCIL MEMBERS –

NOES: COUNCIL MEMBERS –

ABSENT: COUNCIL MEMBERS –

ABSTAIN: COUNCIL MEMBERS –

OLIVIA NASHED
City Clerk

2023-____
AGENDA ITEM C-14

COUNCIL COMMUNICATION
APPR
OVED: _________________________________
Stephen Schwabauer, City Manager
\\cvcfilv02\pubwks$\WP\TRAFFIC\CCMutliWayStopVariousLocations.doc 2/1/23 AGENDA TITLE: Adopt Resolution Amending Traffic Resolution No. 97-148, by Approving Multi- Way Stop Control at Crescent Avenue and Pine Street, at Elm Street and California Street, and at School Street and Locust Street M
EETING DATE: February 15, 2023
PRE
PARED BY: Public Works Director
RECOMMENDED ACTION: Adopt resolution amending Traffic Resolution No. 97-148, by approving multi-way stop controls at Crescent Avenue and Pine Street, at Elm Street and California Street, and at School Street and Locust Street.

B
ACKGROUND INFORMATION: Traffic control devices, including signs, striping and pavement markings, on City streets are designed, installed and maintained in accordance with the California Manual on Uniform Traffic Control Devices (CA-MUTCD). Stop controls such as two-way and multi-way stops are installed to assign right- of-way and not to control speeding. CA-MUTCD identifies certain sets of criteria for stop sign installation so that there is uniformity in the use throughout the state.

S
top control evaluations are based on the following criteria: traffic volume, collision data and the approaching speed on the major street that has higher daily traffic volume. Other considering factors based on engineering judgement are left turn conflicts, vehicle/pedestrian conflicts near locations with high pedestrian volumes, sight visibility of the conflicting traffic, two collector/through streets with similar design and operating characteristics, equilibrium traffic approach volumes (45%/55%), and unusual intersection geometrics such as intersection offsets and vertical and or horizontal curves.

I
n the past months, Public Works staff received several requests for the multi-way stop control at the following intersections:

EL
M STREET/CALIFORNIA STREET: Elm Street is an east-west 25 mile per hour (MPH) speed roadway with two travel lanes, a center turn lane, bike lane and parallel parking lane. California Street is a north-south 25 MPH speed roadway with two travel lanes.

S
CHOOL STREET/LOCUST STREET: Locust Street is an east-west 25 MPH speed roadway with two travel lanes, striped parallel parking on the south side and striped angle parking on the north side.

School Street is a north-south 25 MPH speed roadway with two travel lanes, striped parallel parking on the west side and striped angle parking on the east side.

PI
NE STREET/CRESCENT AVENUE: Pine Street is an east-west 30 MPH speed roadway with two travel lanes. Crescent Avenue is a north-south 25 MPH speed roadway with two travel lanes.

Adopt Resolution Amending Traffic Resolution No. 97-148, by Approving a Multi-Way Stop Control at Crescent Avenue and Pine Street, at Elm Street and California Street, and at School Street and Locust Street
February 1, 2023

Page 2 ends

Lodi City CouncilFebruary 15, 2023

Lodi City Council
February 15, 2023