Montebello City Council
January 25, 2023

Metering: Express Logger
TM
, SMART
TM
or Cyberhawk TX
TM

(see product cut sheets for details)
CC: Core & Coils available for OEM Integration
3R: Type 3R, sprinkler proof/outdoor ventilated enclosure OSEC: Enclosure for outdoor public areas
SS: Painted stainless steel enclosure
NVI: Non-ventilated indoor enclosure
IRP: 360° Rotatable IR Port
TM
HD: Hinged Door
F50: 50 Hz design
1S: Single electrostatic shield
2S: Dual electrostatic shields
3S: Triple electrostatic shields
SPD: (120/208 V OR 277/480V)
PRO80: 80kA, 7 mode, Filter
PRO120: 120kA, 7 mode, Filter
PRO160: 160kA, 7 mode, Filter
PROXX: Where XX is custom ID
VLI: Very Low Inrush
IMP: Custom Impedance
COL: Custom color
TS: Thermal sensors at 170°C and 200°C
RTR: Routine Test Report
NLT: Nonlinear Load Test with Certificate
2016TR: DOE 2016 Test Report
CTL: ISO 17025 Certified Test Lab, load profile test
SE: Sensitive environment, extra low noise
SB: Certified Seismic bracing for 2.28g
(for Certificate details contact Powersmiths)
WM: Wall-mount kit up to 75kVA is available (sold separately) T115: 115°C Temperature Rise
P O W ERSMITHS INTERN ATIO N AL C ORP .
3941-197 )509( :enohP 7269-747 )008( :eerf-lloT 0788-197 )509( :xaF Email: [email protected]

807-000431-156-A08
As design optimization is continuous, technical data is updated over time. Please check with Powersmiths for latest revision.

Copyright © 2018, Powersmiths International Corp. All rights reserved. OPAL, OPAL-R, Cyberhawk, E-Saver, E-Saver-80R, E-Saver-81R, Express Logger, Rotatable IR Port and SMART are trademarks of Powersmiths International Corp. All other trademarks are those of their respective owners. Please print responsibly.

NOTE: The above data applies to the standard configuration of each kVA. Selection of some options may change enclosure size and/or transformer weight. Some options may be mutually exclusive. Consult factory for detailed product data sheet for these and other configurations. Efficiencies tested according to U.S. Dept. of Energy’s 10 CFR Part 431, a linear load test at 35% of nameplate capacity. Refer to technical data sheet for comprehensive information for each specific model, kVA, and option selected.

TECHNICAL DATA

ORDERING INFORMATION AVAILABLE OPTIONS
- MODEL - kVA - PV - SV - OPT

E-SAVER
kVA
Rating Unit
(9-1000 kVA)
Primary
Voltage
Input
(Up to 600V)
Secondary
Voltage
Input
(Up to 600/347V)
Options if Applicable80R
81R

OPAL PRODUCT
FAMILY
8985 Airport Road, Brampton, Ontario L6T 5T2 Canada
WWW.POWERSMITHS.COM

TECHNICAL SPECIFICATIONS
The E-Saver™-80R and 81R are ultra-efficient low-voltage dry-type isolation transformers that meaningfully exceed the U.S. Dept. of Energy’s new minimum efficiency law, commonly referred to as DOE 2016. All E-Saver transformers carry a UL Listing and CSA Approval, with application appropriate K-factor.

The aluminum wound E-Saver-80R and the copper wound E-Saver-81R are both K-factor listed per UL 1561 and are K-7 rated per C57.110. Both models are compatible with electronic equipment all the way up to full load. The standard temperature rise is 130°C with a 115°C option available.

E-Savers have a common-core (3-phase models), 10kV BIL, 200% rated neutral, are 60Hz rated (std), built to NEMA ST-20, UL1561, IEEE C57.110 and other applicable ANSI and IEEE standards. Both primary and secondary terminals and voltage taps (typically six 2.5%) are all front-accessible. E-Savers have a 220°C class insulation system that is NOMEX-based with an Epoxy Co-polymer impregnant with technical performance characteristics that embed lower environmental impact, long term reliability and long life expectancy. E-Savers carry OSHPD and IBC Seismic Certification. The seismic bracing option provides a higher 2.28g certification. All E-Saver models come standard in a Type 2 ventilated drip-proof indoor enclosure made of heavy gauge steel finished with epoxy powder coating for durability and low environmental impact, and are UL Listed for 2” rear clearance - a significant improvement over the typical industry 6” limit. A wide variety of enclosures and options are available.

Low Noise: Keeping audible noise at a minimum is key. While the NEMA ST-20 standard sets levels referenced by industry only a type test, not a production test, is required – so transformers on actual projects may be noisy. Powersmiths builds 3dB quieter than NEMA standard values, and furthermore every unit is tested to ensure quiet operation. For very sensitive environments an additional 2dB lower noise option is available.

Management of Impedance, Inrush, Fault Level, Arc Flash: Powersmiths OPAL™ design best practice includes addressing key transformer attributes like impedance, inrush, fault level, arc flash, to ensure smooth integration into an electrical system, avoiding the negative impacts often associated with high efficiency transformers. See individual technical data sheets for comprehensive values for all parameters.

Impedance: For both the E-Saver-80R and E-Saver-81R, impedance is kept at or above 4.0% in order to manage downstream fault current and arc flash levels, and maintain compatibility with equipment interrupting capacity (kAIC) ratings. Higher impedance is available to meet specific project needs.

Inrush: Inrush currents are managed in order to avoid nuisance tripping of the primary breaker and to enable design engineers to use standard 125% rated primary protection, thereby avoiding expensive design changes that otherwise may be needed. Very low inrush designs are available as specific projects may require, for example some datacenter and medical applications.
kVA Audible 80R, 81R Model Standard Alternate Smaller Noise Weight Range (lbs) Case Size (in) Case Size (in)* 15 42 dB 230-300 17 .5W x 17D x 27 .5H 17 .5W x 14.5D x 25H 20 42 dB 260-340 25.5W x 18D x 30H 23W x 15.5D x 27 .5H 25 42 dB 300-380 25.5W x 18D x 30H 23W x 15.5D x 27 .5H 30 42 dB 340-420 25.5W x 18D x 30H 23W x 15.5D x 27 .5H 45 42 dB 400-540 25.5W x 18D x 30H No Alternate
50 42 dB 450-600 31.5W x 2 1.5D x 40H No Alternate
63 47 dB 500-650 31.5W x 2 1.5D x 40H 26.5W x 20D x 33H 75 47 dB 6 10-700 31.5W x 2 1.5D x 40H 26.5W x 20D x 33H 100 47 dB 675-900 31.5W x 2 1.5D x 40H No Alternate
1 12.5 47 dB 770-990 31.5W x 2 1.5D x 40H No Alternate 125 47 dB 875-1 120 37 .5W x 26.5D x 48H 33W x 23D x 38H 150 47 dB 1010-1230 37 .5W x 26.5D x 48H 33W x 23D x 38H 175 52 dB 1 100-1360 37 .5W x 26.5D x 48H 34.5W x 26.5D x 42H 200 52 dB 1 175-1450 37 .5W x 26.5D x 48H 34.5W x 26.5D x 42H 225 52 dB 1295-1600 37 .5W x 31.5D x 52H 34.5W x 26.5D x 42H 250 52 dB 1400-1800 37 .5W x 31.5D x 52H 37 .5W x 26.5D x 48H 300 52 dB 1575-1960 37 .5W x 31.5D x 52H 37 .5W x 26.5D x 48H 400 57 dB 2025-2450 5 1.5W x 38D x 6 1H 43.5W x 33.5D x 55.5H 450 57 dB 2200-2600 5 1.5W x 38D x 6 1H 43.5W x 33.5D x 55.5H 500 57 dB 2475-2900 5 1.5W x 38D x 6 1H 43.5W x 33.5D x 55.5H 600 59 dB 2725-3600 64W x 47D x 67H 5 1.5W x 38D x 6 1H 750 6 1 dB 3200-4300 64W x 47D x 67H Contact Factory 850 6 1 dB 3600-5000 64W x 47D x 67H Contact Factory 1000 6 1 dB 4200-6000 64W x 53D x 67H Contact Factory

Attachment E: Envelope Systems
City of Montebello

City of Montebello: Building Envelope Replacements
Building Envelope Replacements
Building General Information
Transit Center All Eight (8) Roof Decks Will Receive New High Ef ficiency Roof Aquatic Center All Roof Decks Will Receive New High Efficiency R oof City Hall New Upper Deck & Waterproof all 23 AC Unit Duct Penetr ations

00 Detailed Roof Map - City of Montebello Transportation Facility

Class A - Mechanically Fastened, Non-Combustible Deck

1. Deck: NC Incline: No limitation Insulation: Celotex ÒThermax Hy-TecÓ, Atlas Energy ÒAC FoamÓ, R-Max Inc. ÒMulti-MaxÓ , or Manville Corp. ÒUltra-Gard GoldÓ, any thickness.

Barrier Board: 5/8 inch gypsum board. (6" off set of insulation joints.)

2. Deck: NC Incline: 2
Insulation: Perlite 3/4 inch to 1 1/2 inch

3. Deck: NC Incline: 2
Insulation: American Western ÒR-Board 400Ó, Apache ÒWhite lineÓ. International Permalite ÒIso-LiteÓ, Atlas Energy ÒAC FoamÓ, Celotex ÒHy-tec, Hy-tec II, Energy Lok, Top R 11Ó, Homesote ÒUltra M-IIÓ.

Manville ÒUltra Gard, GoldÓ, NRG ÒEnergy IÓ, R-Max ÒMulti-MaxÓ. Temple-Eastex ÒTempro Standard, Tempro HDÓ, Firestone ÒISO 95-GWÓ, 1.4 inch minimum, mechanically fastened in place.

4. Deck: NC (Letter Listing 10/12/89) Incline: 2
Base Sheet: (Optional): One or more layers ÒM-394Ó or ÒM-426Ó slip sheet or G-2 base sheet.

Insulation: Glass fiber, 1.4 to 4 inches thick, mechanically fastened in place.

5. Deck: NC (Letter Listing 3/28/90) Incline: 2 Insulation: Structural concrete covered with Atlas Energy ÒAC Foam IIÓ. 1-4" thick, hot mopped in place.

6. Deck: NC (Letter 2/14/90) Incline: 2 Base Sheet: (Optional): One or more layers ÒM-394Ó, ÒM-426Ó slip sheet or G-2.

Insulation: Manville ÒUltra Gard GoldÓ, 1.4 to 4 Inches thick, mechanically fastened.

7. Deck: NC (1990 U.L. BMD Book, Page 606) Incline: 1-1/2 Insulation: ÒIso-LiteÓ, ÒIso-LiteÓ (felt facer), ÒIso-LiteÓ (aluminum facer), ÒTapered ÒIso-LiteÓ or ÒIso-PerlÓ,

1.0 inches minimum.

8. Deck: NC (Atlas Energy Prods. Listing, Page 446, 1990 U.L. BMD) Incline: 1-1/2 Insulation: Atlas Energy ÒAC Foam IÓ, ÒAC Foam IIÓ, or ÒAC Foam SupremeÓ, 1.0 inches minimum.

9. Deck: NC (Test Record of 1/10/86, Page 3) Incline: 1 Insulation: Wood Fiber - 1/2 to 1 inch, glass fiber - 3/4 to 1-1/16 inch, Schuller International ÒFesco/FoamÓ - 1-5/8 to 3-1/4 inch, or perlite - 3/4 to 3 inch ÒArcor FM-1Ó or ÒArcor MBÓ - 1-1/2 to 1-3/4 inch thick.

10. Deck: NC (Letter Listing 4/25/89) Incline: 1 Insulation: Celotex ÒStar APÓ. 1.4 inch minimum.

11. Deck: NC Incline: 1 Insulation: Cellular concrete, gypsum concrete, vermiculite concrete, perlite concrete or concrete with all joints grouted on the surface.

12. Deck: NC (Letter Listing 12/88) Incline: 1 Insulation: One layer of Carpenter ÒIso-Deck GFÓ, 1 to 1-1/2 inch thick, followed by a minimum 1/2 inch thick wood fiber board, mechanically fastened.

13. Deck: NC Incline: 1 Barrier Board: 1/2 inch plywood
Base Sheet: M-426 slip sheet
Burkeline¨ M-358 CSPE (CSM)
45 Mil Reinforced Hypalon¨
(All Burkeline colored Hypalon is U.L. approved and may be substituted for white in any assembly)
a division of Burke Industries
R
2250 SOUTH TENTH STREET • SAN JOSE, CA 95112 • 800-669-7010 • 408-297-3500

14. Deck: NC Incline: 1 Base Sheet: 43# fiberglass reinforced, mechanically fastened.

Insulation: Manville ÒUltra Gard GoldÓ, uniform thickness or tapered, 1-1/2" to 5" thick, mechanically fastened.

15. Deck: NC (Letter Listing 11/1/90) Incline: 1
Insulation: 1-1/2 inch Celotex "Hy-Tec"
Barrier Board: 1/2 Inch minimum wood fiber

16. Deck: NC Incline: 1
Insulation: Celotex ÒThermax Hy-TecÓ, Atlas Energy Products ÒAC FoamÓ, R-Max Inc. ÒMulti-MaxÓ or Manville Corp. ÒUltra-Gard GoldÓ, any thickness.

Barrier Board: (Optional) 1/2 inch gypsum board (6 inch offset of insulation joints).

17. Deck: NC (Letter Listing 10/88) Incline: 1/2 Insulation: Celotex ÒApache PyroxÓ 3 inch maximum, or ÒTop R-11Ó or ÒUltra Gard Gold", any thickness.

Barrier Board: Wood fiber-board, 1/2 inch thick, (Up to 1 inch thick for ÒApache PyroxÓ)

18. Deck: NC (Letter Listing 10/23/89) Incline: 1/2 Insulation: Max. 3" DOW SM Board: or EPS, any thickness.

Cover Sheet: Either 1/2" wood fiber-board, or Manniglas 1200, 20 mil; or Burke M-426 Glass sheet; Burke M-394, foil-faced glass sheet.

19. Deck: NC (Letter Listing 10/27/95) Incline: 1/2 Insulation: EPS, any thickness.

Insulation: Atlas "AC Foam II", Celotex "Thermax Hy-Tec (Energy Lok)", "Hy Therm AP", "Apache White Line" or Pyrox", 2 in thick minimum.

20. Deck: NC (Letter Listing 10/23/89) Incline: 1/2 Insulation: Celotex ÒTop R-11Ó any thickness covered with 1/2" wood fiber board.

Slip Sheet: Manniglas 1200, 20 mil, M-394 or M-426.

21. Deck: NC (Letter Listing 9/27/88) Incline: 1/2 Insulation: Celotex ÒTop R-IIÓ any thickness covered with 1/2" wood fiber board.

22. Deck: NC (Letter Listing 10/11/96) Incline: 1/2 Insulation: EPS tapered or uniform thickness.

Barrier Sheet: Either 1/2" wood fiber-board minimum

23. Deck: NC (Letter Listing 7/26/94) Incline: 1/2 Insulation: EPS any thickness.

Barrier Sheet: 1/2 " Gypsum

24. Deck: NC (BASF Listing Page 451 of U.L. 1990) Incline: ***See note Insulation: BASF EPS (Uniform or tapered) any thickness, which is covered with wood-fiber (1/2 inch minimum) perlite (3/4 inch minimum), or US Gypsum ÒMicoreÓ (1/2 inch minimum) is a suitable alternate to Foamed Plastic or Plastic/Mineral and Fiberboard Insulation Systems.

25. Deck: NC (Assoc.Foam Mfgs. Listing Page 442 of U.L. 1990) Incline: *** See Note Insulation: EPS/Perlite or EPS/Wood fiber, (Perlite or wood fiber must be minimum 1 inch thick), any combination, any thickness for the following: A. ÒPerform 1Ó (uniform thickness EPS) covered with perlite or wood fiber. B. ÒPerform 2Ó (EPS/wood fiber or EPS/perlite). C. ÒContour Taper TileÓ (EPS/wood fiber, EPS/perlite or EPS field covered with minimum 1 inch thick wood fiber or perlite.) Note: Classification is same as original roof. Incline, attachment in accord with classification of system. May be substituted for any other foam insulation.
2 ¥ ¥ M-358 CSPE (CSM) 45 MIL REINFORCED HYPALON

Class A - Mechanically Fastened, Combustible Deck

1. Deck: C - 2-1/4 inch T&G Incline: No Limitation Barrier Board: 5/8 inch U.L. Classified gypsum board, mechanically fastened.

2. Deck: C - 2-1/4 inch T&G Incline: No Limitation Barrier Board: 5/8 inch U.L. Classified gypsum board, mechanically fastened.

Insulation: One or more layers of U.L. Classified fiberglass 2 to 3 inches thick.

3. Deck: C-15/32 Incline: No Limitation
Insulation: (optional) Celotex Corp. "Thermax Hy Tec", Atlas Energy Products "AC Foam I" or "AC Foam II", Rmax Inc. "Multi-Max", Schuller International "Ultra Gard Gold", any thickness Barrier Board: One layer of 5/8" gypsum mechanically fastened.

Insulation: One or more layers of fiber glass 3/4 to 2" thick (U.L. Classified).

4. Deck: C-15/32 Incline: No Limitation
Vapor Barrier: (Optional) One layer of polyethylene.

Insulation: One layer of listed polyisocyanurate insulation 3" thick, mechanically fastened. (U.L. Classified).

Barrier Board: One layer of 1/2" gypsum mechanically fastened.

Insulation: One or more layers of fiber glass 3/4 to 2" thick (U.L. Classified).

5. Deck: C - 15/32 (Letter Listing 9/9/95) Incline: No Limitation Insulation: Any U.L. Classified, any thickness
Barrier Board: 1/4" Georgia Pacific "Dens Deck"

6. Deck: C-15/32 Incline: 3 Slip Sheet: One layer Burke M-394.

Insulation: Perlite - 3/4 to 4 inches (6 inch offset insulation from plywood joints).

7. Deck: C-15/32 (Letter Listing 10/87) Incline: 1-1/2 Insulation: Celotex ÒThermax Hy-TecÓ, Atlas Energy ÒAC FoamÓ, R-Max Inc. ÒMulti-MaxÓ, or Manville Corp.

ÒUltra Gard GoldÓ, any thickness. (6 inch offset of plywood joints).

Barrier Board: 1/2 inch gypsum board. (Gypsum may alternately go directly on deck below insulation also).

8. Deck: C-15/32 (Letter Listing 7/88) Incline: 1-1/2 Insulation: EPS/Perlite or EPS/wood fiber 3/4 to 4 inches. (6 inch offset in joints) Barrier Board: 5/8 inch gypsum board.

9. Deck: C-15/32 Incline: 1
SlipSheet: Manniglas 1200, 15 mil.

Insulation: Perlite, 3/4 to 3 Inches (6 inch offset of plywood joints).

10. Deck: C-15/32 Incline: 1
Barrier Board: 1/2 inch gypsum board, mechanically fastened.

Insulation: (Optional) Glass fiber: 1-1/16 to 2-3/4 inch, or perlite 3/4 to 3 inches (6 inch offset of the insulation joints.)

11. Deck: C-3/4" (Letter Listing 9/89) Incline: 1
Insulation: Polyisocyanurate, any thickness
Barrier Board: 5/8 inch gypsum board (joints staggered a minimum of 6" from the plywood deck joints.)

12. Deck: C-15/32 (Letter Listing 11/1/90) Incline: 1 Barrier Board: 1/2 inch gypsum
M-358 CSPE (CSM) 45 MIL REINFORCED HYPALON ¥ ¥ 3

13. Deck: C- 15/32 Incline: 1/2 Base Sheets: One or more layers each of M-394, M-426, and G-2 base sheets.

Insulation: American Western ÒR-Board 400Ó. Apache ÒWhite lineÓ International Permalite ÒIso-LiteÓ, Atlas Energy ÒAC FoamÓ, Celotex ÒHy-Tec, Hy-Tec IIÓ, Energy Lok ÒTop R-11Ó, Homesote ÒUltra M-IIÓ, Manville ÒUltra Gard GoldÓ, NRG ÒEnergy IÓ, R-Max ÒMulti-MaxÓ, Temple-Eastex ÒTempro HDÓ, Firestone ISO 95-GW, 1.4 inches thick minimum, mechanically fastened in place.

14. Deck: C-15/32 (Letter Listing 2/28/93) Incline: 1/4 Insulation: EPS any thickness.

Barrier Board: 7/8" gypsum

15. Deck: C-15/32 (Letter Listing 10/3/94) Incline: 1/4 Slip Sheet: 15 mil Manninglas (M-426 slip sheet)
Insulation: Celotex "Hy Therm AP" or NRG " E' NRG' Y' 2G", 2 inches thick minimum EPS any thickness.

Barrier Board: 7/8" gypsum

16. Deck: C-3/4 (Letter Listing 8/89) Incline: 1/8 Insulation: 1.5 to 6.25 EPS loose laid or mechanically fastened.

Barrier Board: 5/8 gypsum

17. Deck: C-15/32 (Letter Listing 12/2/87) Incline: 1/8 Barrier Board: One layer of 5/8" minimum (U.L. Classified) board.

Insulation: One layer of American Western ÒR board 400Ó (3 inch maximum)

18. Deck: C-15/32 (Letter Listing 11/5/97) Incline: 1/8 Insulation: Atlas "AC Foam II" 3 inches thick minimum (Joints offset a minimum of 6 inches.) Class B - Mechanically Fastened, Non-Combustible Deck

1. Deck: NC Incline: 1-1/2 Insulation: Glass fiber 3/4 to 1-11/16 inches, Manville ÒFesco FoamÓ 1-5/8 to 3-1/4 inches, perlite 3/4 to 3 inches, or wood fiber 1/2 to 1 inch minimum.

2. Deck: NC Incline: 1-1/2 Insulation: Celotex ÒThermax Hy-TecÓ, Atlas Energy ÒAC FoamÓ, R-Max ÒMulti-MaxÓ, Manville Corp.

ÒUltra-Gard GoldÓ, any thickness.

3. Deck: NC Incline: 1
Insulation: Firestone ÒISO 95-GWÓ
Class B - Mechanically Fastened, Combustible Deck

1. Deck: C-15/32 inch Incline: 2
Base Sheet: One or more layers of M-394 slip sheet, M-426 slip sheet and G-2 base sheet.

Insulation: American Western ÒR-Board 400Ó. Apache ÒWhite lineÓ International Permalite ÒIso-LiteÓ, Atlas Energy ÒAC FoamÓ, Celotex ÒHy-Tec, Hy-Tec IIÓ, Energy Lok ÒTop R-11Ó, Homesote ÒUltra M-IIÓ, Manville ÒUltra Gard GoldÓ, NRG ÒEnergy IÓ, R-Max ÒMulti-MaxÓ, Temple-Eastex ÒTempro StandardÓ, Firestone ÒISO 95-GWÓ, 1.4 inches thick minimum, mechanically fastened in place.

2. Deck: C-15/32 inch (Letter Listing 5/27/88) Incline: 1/4 Slip Sheet: One layer M-394 underlayment
Insulation: Perlite - 3/4 maximum covered with nominal 1" thick polyisocyanurate insulation.

3. Deck: C-15/32 inch (Letter Listing 8/18/88) Incline: 1-1/2 Slip Sheet: One layer M-394 underlayment.

Insulation: Perlite - 3/4" maximum, covered with R-MAX ÒMulti-MaxÓ. 4 ¥ ¥ M-358 CSPE (CSM) 45 MIL REINFORCED HYPALON

4. Deck: C-15/32 inch (Letter Listing 10/11/88) Incline: 1/2 Base Sheet: One or more layers of M-394 slip sheet, or G-2 base sheet.

Insulation: American Western ÒR-Board 400Ó. Apache ÒWhite lineÓ, International Permalite ÒTop R-11Ó, Homesote ÒUltra M-IIÓ, Manville ÒUltra Gard GoldÓ, NRG ÒEnergy IÓ, R-Max ÒMulti-MaxÓ, Temple-Eastex ÒTempro Standard, Tempro HDÓ, Firestone ÒISO 95-GWÓ, 1.4 inches thick minimum, mechanically fastened inplace.

5. Deck: C-15/32 inch Incline: 1/4 Slip Sheet: Manniglass 1200, 15 mils.

Insulation: Perlite - 3/4 inch thick minimum (6 inch offset of insulation joints from plywood joints).

6. Deck: C-3/4 inch (Letter Listing 7/15/88) Incline: 1/4 Slip Sheet: One layer of 10 mil (minimum) ÒManniglass 1200Ó.

Insulation: Glass fiber 15/16 to 4" thick, mechanically fastened.

7. Deck: C-1/2 inch (Warnock Hersey Listing) Incline: 1/4 Base Sheets: Two or more layers of U.L. Classified G-2 base sheet.

ADDITIONAL SPECIFICATIONS:

1. Unless otherwise indicated, the specified membrane is fastened to the deck with screws and metal or plastic discs. The laps are hot air welded or sealed with ÒM-734 White Welding SolutionÓ at a rate of 1 gal./sq. 1/4" bead of the same welding solution must be flood coated to seal any exposed cut edges.

2. The order in which materials are listed within each listing above reflects the order in which they are to be installed on the roof.

For example, the first material after deck will be the first material placed on the deck, and the second, next.

3. The use of a vapor barrier in the application of any of the above listings does not alter the listing in any way. ( Letter 5/18/97)

4. The use of pedastals in ballasted systems in no way alters the fire rating of any ballasted system.

5. M-426 slip sheet may be substituted in any listing citing 15 mil Manning Glass 1200 as a slip sheet. ( Letter listing 9/17/97) M-394 and M-426 are Burke proprietary products.

All G-2 base sheet included in these listings must be U.L. Classified. © Burke Industries 1998. All rights reserved. Illegal copying will result in prosecution under U.S. copyright law.

Burkeline is a registered trademark , and Vac-Q-Roof and Vac-Q-Vent are trademarks of Burke Industries. Hypalon is a registered trademark of Dupont.

All other products or services mentioned in this document are the trademarks, service marks, registered trademarks, or registered service marks of their respective owners.

M-358 CSPE (CSM) 45 MIL REINFORCED HYPALON ¥ ¥ 5

Attachment F: Air Disinfection Systems
City of Montebello

City of Montebello – Air Disinfection Systems Inventory

Product: WellAir Protect 900
Quantity: 288 Units
Location: Various facilities throughout the city
Equipment Details: See specification sheet attached below

MODEL
WellAir Protect 900
Wall mountable, countertop or
stand-alone unit supplied with

6.6 ft power cord

ELECTRICAL RATING
Single Phase, 100 - 120 VAC,
60 Hz
Fuse Rated at 120 VAC, 3
Amps, Listed

POWER CONSUMPTION
Maximum 14W
CONSTRUCTION + COLOR
Precision-cut fabricated metal
casing in a silver anti-bacterial
powder coat finish

DIMENSIONS + WEIGHT

14.4" (h) × 14.4" (w) × 4.5" (d)
(36.6 × 36.6 × 11.4 cm)
Approx. 10.4 lbs (4.7 kg)

ELECTRICAL CONNECTION
Switched and fused with a
grounded, molded power cord

FAN AIR FLOW VOLUME
Speed I = 129 CFM
Speed II = 153 CFM

NOISE LEVEL
Speed I = 40 dB
Speed II = 45 dB

OPERATING CONDITIONS
50 – 9 5 °F (10 – 35 °C)
10-75% Relative Humidity

SHIPPING / STORAGE

CONDITIONS
41 – 122 °F (5 – 50 ° C)
Maximum 95% Relative
Humidity

QUALITY & SAFETY
Manufactured under ISO 9001,
ISO 14001 & OHSAS 18001
UL867 - Safety for Electrostatic
Air Cleaners
cUL
IEC 60601-1
IEC 60601-1-2
TM
Protected by
WA-POR-US-SP-002-Protect-900
©2021 WellAir
TM
Protect 900 with Stand
The WellAir Protect 900 is a medical-grade, airborne infection control device that inactivates aerosolized viruses, bacteria, mold spores and pollen within the breathing zone. Easy to use, flexible in positioning, and quiet in operation, the portable device provides the safest and most cost-effective airborne pathogen protection in a continuous manner to people in small-to-medium sized rooms or within the occupied spaces of larger rooms. The device uses two NanoStrike™ c oils with a dual-speed fan. It can be deployed using one of our specially designed stands.

Visit www.iaqdistribution.com for more information
Protect 900

Learn more at iaqdistribution.com
10year useful Life / 3 year warrantyNo filter change outs, internal components replacements, or
ongoing maintenance needed.

Zero cost of ownership
Leveraging Patented NanoStrike
Technology proven to inactivate
pathogens at the DNA level
14w low energy consumption Wall mount / table stand /
portable stand
No functional degradation over time
Under 40dB of sound output
Technology backed by manufacturer
medical advisory board
Over 70+ 3rd party studies
showing efficacy in destroying
pathogens in sub seconds
CARB certified
The Wellair 900 Difference

Attachment G: Miscellaneous Improvements
City of Montebello

City of Montebello – Bathroom Improvements
Miscellaneous improvements will be made to the men’s and women's restrooms that are next to the city manager’s office at the City Hall building. The improvements will upgrade and modernize the restrooms.

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 1

Attachment H: Renewable Energy Systems
City of Montebello

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 2
System Design

Location: Aquatic Center
Address: 1300 W Olympic Blvd, Montebello, CA 90640
Power Rating: 125.4 kW-DC
Estimated Annual Production: 202,457 kWh

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 3
Location: City Hall
Address: 1600 W Beverly Blvd, Montebello, CA 90640
Power Rating: 521.5 kW-DC (Carport only in the layout below) Estimated Annual Production: 806,208 kWh

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 4
Location: City Hall
Address: 1600 W Beverly Blvd, Montebello, CA 90640
Power Rating: 262.6 kW-DC (Rooftop only in the layout below) Estimated Annual Production: 426,033 kWh

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 5
Location: Montebello Golf Course
Address: 901 Via San Clemente, Montebello, CA 90640
Power Rating: 380.4 kW-DC
Estimated Annual Production: 647,821 kWh

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 6
Location: Montebello Golf Course
Address: 901 Via San Clemente, Montebello, CA 90640
Power Rating: 597.5 kW-DC
Estimated Annual Production: 998,505 kWh

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 7
Location: Transportation Facility
Address: 400 S Taylor Ave, Montebello, CA 90640
Power Rating: 447.9 kW-DC
Estimated Annual Production: 719,790 kWh

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 8
Location: Transportation Facility
Address: 400 S Taylor Ave, Montebello, CA 90640
Power Rating: 212.8 kW-DC
Estimated Annual Production: 352,864 kWh

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 9
Location: Youth Center
Address: 236 S Taylor Ave, Montebello, CA 90640
Power Rating: 112.1 kW-DC
Estimated Annual Production: 161,152 kWh

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 10
Assumptions:

1. All technology & equipment specified/used in this project will meet or exceed all currently applicable & proposed safety, environmental and interconnection standards, as well as all fire safety requirements.

2. All PV system equipment & components will be UL certified.

3. ABS will obtain permits (without any building and safety or planning fees from the City of Montebello) & utility approvals necessary to install the PV System.

4. Assumes all carport foundation drilling in clean dirt. All rock drilling to be at additional costs.

5. Interconnection work/outages will be scheduled during normal business hours.

6. Building department and utility inspections will be scheduled during normal bu siness hours.

7. Pricing assumes that ABS’s employees will have free and clear access to all array locations simultaneously during business hours (M-F 0700-1700).

8. ABS will provide electrical drawings stamped by a licensed California Registered Electrical Professional Engineer.

9. The planned AC electrical tie-in will not require component upgrades or improvements.

10. The System & installation will meet all requirements for interconnection with appropriate documentation. ABS will be responsible for providing all documentation.

11. System layout is acceptable to AHJ in terms of clearances.

12. Single mobilization and completion of project in one phase.

13. As built plans are available for engineering reference.

14. 7.49° tilt maximum on carports.

15. 10’ clear height maximum on carports with the exception of the carport at the bus parking lot that will have a 14’ clear height.

16. ABS is not responsible for superficial marking of parking area due to use of equipment.

17. On-site staging areas are available for storage of equipment and materials.

18. No special safety requirements beyond ABS’s standard safety regulations will be enforced.

19. Pricing includes NEMA 3R painted steel electrical equipment

20. Module pricing is based on current market value. Price is subject to adjustment based on market conditions at time of construction.

21. Steel pricing is based on current market value. Price is subject to adjustment based on market conditions at time of construction.

22. Ground penetrating radar (GPR) is accurate down to a depth of 3’ -4’. There may be underground utilities below this level that are untraceable with GPR that would require the use of an underground camera to be located at additional cost.

23. Pricing assumes the structure can support the additional loads of the PV array system as well as the erection equipment.

24. Pricing is based on prevailing wage rates.

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 11
Exclusions:

1. UL recertification of existing electrical equipment beyond our scope of work

2. Repairs of any electrical code violations at the existing facility

3. Removal and/or disposal of hazardous materials

4. Arc flash or breaker coordination studies

5. 3rd party (private) locating services

6. Pedestrian & vehicle traffic control

7. Re-creation of building plan sets

8. Union project labor agreements

9. Lightening protection systems

10. Revenue grade metering

11. ADA design/compliance

12. Sprinklers & gutters

13. Inverter enclosures

14. Phasing

15. Electrical infrastructure upgrades

Underground Exclusions:

Surfaces upon which carports are to be installed, must permit the movement and weight of the drilling or lifting equipment. ABS shall not be responsible for any damages to the surfaces due to the use of the movement, drilling, or lifting equipment. The Purchaser expressly warrants that the asphalt, concrete, or other surface of the access route and / or the area in which the Purchaser has carefully examined the work site, have been carefully examined and approved for the work contemplated and the layout of the carport. The Purchaser also approves of jackhammering and drilling of caisson type footings as part of the work contemplated.

Two (2) foot tolerance must exist in any direction where footing holes are being drilled. If two (2) foot tolerance is not feasible, ABS must be notified immediately. If the carports cannot be moved to accommodate the two -foot tolerance, the footing holes must be hand dug and the Purchaser will bear the additional expense. If it is necessary to step the carport structure down due to change in grade not previously agreed by ABS and the Purchaser, the Purchaser is responsible for any extra material and labo r expense. Installation shall not commence until a contract change order is signed by all parties involved.

The Purchaser is responsible for any investigations of sub-surface conditions in areas where work is to be performed to determine the location of u nderground objects including, but not limited to: pipelines, sewers, telephone lines, gas lines, electrical lines, conduit, sprinklers, etc. Footing holes must be hand dug if the underground objects are located within two feet of any footing hole. Instal lation shall not commence until a contract change order is signed by all parties involved. If the Purchaser fails to determine the location of the underground objects or fails to

Energy Efficiency and Renewable Energy Project
Attachment H: Renewable Energy Systems
P a g e | 12
inform ABS of the location of the underground objects, then the Purchaser is liable for any damage done to any of the underground objects.

The Purchaser indemnifies ABS and its installers from any loss, claim, and expense that ABS and its installers or subcontractors might incur as a consequence of damage done to underground objects described above.

Should site and soil or concealed conditions below the surface of the ground encountered in the performance of the work vary from those indicated by the Purchaser or should unknown physical conditions below the surface of the ground di ffer from those ordinarily encountered, an adjustment to the contract price will be agreed upon and a contract change order issued, and work will cease until the contract change order is signed by all parties involved.

The Purchaser is responsible for keeping the area where the carports are to be erected, free and clear of any / all obstructions at all times during the installation. If ABS and / or its installers / subcontractors are forced to pull off the job site for any reason beyond the installers control, the Purchaser is responsible for the security of the materials while the installer is gone. If materials are missing upon the installers return to the work site, the Purchaser will bear the expense of replacement.

ABS will remove its spoils to a jobsi te location as directed by the project manager. ABS will not be responsible for labor or cost to remove spoils from off the jobsite.

Technical Data
50/60kW, 1000Vdc String Inverters for North America
The 50 & 60kW (55 & 66kVA) medium power CPS three phase string inverters are designed for ground mount, large rooftop and carport applications. The units are high performance, advanced and reliable inverters designed specifically for the North American environment and grid. High efficiency at 98.8% peak and 98.5% CEC, wide operating voltages, broad temperature ranges and a NEMA Type 4X enclosure enable this inverter platform to operate at high performance across many applications. The CPS 50/60KTL products ship with either the Standard wire- box or the Rapid Shutdown wire-box, each fully integrated and separable with touch safe fusing, monitoring, and AC and DC disconnect switches. The integrated PLC transmitter in the Rapid Shutdown wire-box enables PVRSS certified module-level rapid shutdown when used with the Tigo TS4-F/TS4-A-F/TS4-A-2F products and APS RSD-S-PLC/RSD-D products. The CPS FlexOM Gateway enables monitoring, controls and remote product upgrades.

NEC 2017/2020 PVRSS Certified Rapid Shutdown
55 & 66kVA rating allows max rated Active Power @±0.91PF Selectable Max AC Apparent Power of 50/55kVA and 60/66kVA NEC 2014/17 compliant & UL listed Arc-Fault circuit protection 15-90° Mounting orientation for low profile roof installs Optional FlexOM Gateway enables remote FW upgrades
Integrated AC & DC disconnect switches
3 MPPT's with 5 inputs each for maximum flexibility
NEMA Type 4X outdoor rated, tough tested enclosure
UL1741 SA Certified to CA Rule 21, including SA8 through SA18 Separable wire-box design for fast service
Standard 10 year warranty with extensions to 20 years
Key Features
Datasheet
CPS SCA50KTL-DO/US-480
CPS SCA60KTL-DO/US-480
50/60KTL Standard Wire-box 50/60KTL Rapid Shutdown Wire-box CHINT POWER SYSTEMS AMERICA 2022/1-MKT NA Chint Power Systems America 6800 Koll Center Parkway, Suite 235 Pleasanton, CA 94566 Tel: 855-584-7168 Mail: [email protected] Web: www.chintpowersystems.com

Technical Data
Model Name CPS SCA50KTL-DO/US-480 CPS SCA60KTL-DO/US-480 Max. PV Power
Max. DC Input Voltage
Operating DC Input Voltage Range
Start-up DC Input Voltage / Power
Number of MPP Trackers
MPPT Voltage Range @ PF>0.99 480-850Vdc 540-850Vdc
Max. PV Short-Circuit Current (Isc x 1.25)
Number of DC Inputs
DC Disconnection Type
DC Surge Protection
Rated AC Output Power @ PF>0.99 to ±0.911 50kW 60kW
Max. AC Apparent Power (Selectable) 50/55kVA 60/66kVA
Rated Output Voltage
Output Voltage Range2
Grid Connection Type
Max. AC Output Current @480Vac 60.2/66.2A 72.2/79.4A
Rated Output Frequency
Output Frequency Range2
Power Factor
Current THD @ Rated Load
Max. Fault Current Contribution (1 Cycle RMS)
Max. OCPD Rating 110A 125A
AC Disconnection Type
AC Surge Protection
Topology
Max. Efficiency
CEC Efficiency
Stand-by / Night Consumption
Enclosure Protection Degree
Cooling Method
Operating Temperature Range3
Non-Operating Temperature Range4
Operating Humidity
Operating Altitude
Audible Noise
User Interface and Display
Inverter Monitoring
Site Level Monitoring
Modbus Data Mapping
Remote Diagnostics / FW Upgrade Functions
Dimensions (HxWxD)
Weight
Mounting / Installation Angle5
AC Termination
DC Termination6
Fused String Inputs (5 per MPPT)7
Certifications and Standards
Selectable Grid Standard
Smart-Grid Features
Standard
Extended Terms
1) Active Power Derating begins; at PF=±0.91 to ±0.8 when Max AC Apparent Power is set to 55 or 66kVA. 2) The "Output Voltage Range" and "Output Frequency Range" may differ according to the specific grid standard. 3) Active Power Derating begins; at 40°C when PF=±0.9 and MPPT ≥Vmin, at 45°C when PF=1 and MPPT ≥Vmin, and at 50°C when PF=1 and MPPT V ≥ 700Vdc. 4) See user manual for further requirements regarding non-operating conditions. 5) Shade Cover accessory required for installation angles of 75 degrees or less. 6) RSD wire-box only includes fuses/fuseholders on the positive polarity, compliant with NEC 2017, 690.9 (C). 7) Fuse values above 20A have additional spacing requirements or require the use of the Y-Comb Terminal Block. See user manual for details.

AC Output
DC Input
200-950Vdc
1000Vdc

98.8%
330V / 80W
15 inputs, 5 per MPPT
Load-rated DC switch
Load-break rated AC switch
<3%
>0.99 (±0.8 adjustable)
57 - 63Hz
60Hz
90kW (33kW per MPPT)
3 204A (68A per MPPT)
No low temp minimum to +158°F / +70°C maximum
0 to 100%
13,123.4ft / 4000m (derating from 9842.5ft / 3000m)
CPS FlexOM Gateway (1 per 32 inverters)
Transformerless
NEMA Type 4X
RSD6 and Standard Wire-box: 20A fuses provided (Fuse values up to 30A acceptable) CPS
Standard / (with FlexOM Gateway)
15 and 20 years
Warranty
Volt-RideThru, Freq-RideThru, Ramp-Rate, Specified-PF, Volt-VAr, Freq-Watt, Volt-Watt 10 years
UL1741-SA Ed. 2, UL1699B, CSA-C22.2 NO.107.1-01, IEEE1547a-2014; FCC PART15 IEEE 1547a-2014, CA Rule 21, ISO-NE

39.4 x 23.6 x 10.24in. (1000 x 600 x 260mm)
15 to 90 degrees from horizontal (vertical or angled)
Safety
M8 Stud Type Terminal Block (Wire range: #6 - 3/0AWG CU/AL , Lugs not supplied) Screw Clamp, Neg. Busbar (RSD version6) Wire range: #14 - #6AWG CU Mechanical
Inverter: 123.5lbs/56kg; Wire-box: 33lbs/15kg
Type II MOV, 2800VC, 20kA ITM (8/20µS)
SunSpec, Modbus RS485
Variable speed cooling fans
-22°F to +140°F / - 30°C to +60°C
3Φ / PE / N (Neutral optional)
422 - 528Vac
480Vac
Display and Communication
LCD+LED
<60dBA @ 1m and 25°C

64.1A (1.06/0.88 PU)
Type II MOV, 1240VC, 15kA ITM (8/20µS)
Environment
System and Performance

98.5%
<1W

129172475v1

EQUIPMENT LEASE-PURCHASE AGREEMENT

BETWEEN
ALLIANCE FUNDING SOLUTIONS, INC. , a California corporation, as Lessor AND
CITY OF MONTEBELLO, as Lessee

DATED AS OF
January __, 2023

AGREEMENT NO. 4060

ATTACHMENT F

TABLE OF CONTENTS

Page
129172475v1 -i-

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

1.1 Acceptance Certificate ........................ ................................................................... 1

1.2 Acceptance Date ............................... .................... Error! Bookmark not defined.

1.3 Authorized Representative ..................... ................................................................ 1

1.4 Code .......................................... ............................................................................. 1

1.5 Governing Body ................................ .................... Error! Bookmark not defined.

1.6 Concluding Payment ............................ ................. Error! Bookmark not defined.

1.7 Commencement Date ............................. ................................................................ 1

1.8 Costs of the Equipment ........................ .................................................................. 1

1.9 Default Rate .................................. ......................................................................... 1

1.10 Equipment .................................... .......................................................................... 2

1.11 Escrow Fund .................................. ........................................................................ 2

1.12 Fiscal Year .................................. ........................................................................... 2

1.13 Lease Term.................................... ......................................................................... 2 ARTICLE 2 LEASE ..................................................................................................................... 2 ARTICLE 3 LEASE TERM ......................................................................................................... 3 ARTICLE 4 RENTAL PAYMENTS ........................................................................................... 3

4.1 Amount and Times of Payment ................... .......................................................... 3

4.2 Place of Payments ............................. ..................................................................... 3

4.3 Late Charges .................................. ........................................................................ 3

4.4 Abatement of Rental Payments .................. ............................................................ 3

4.5 Allocation of Interest ........................ ..................................................................... 4

4.6 Rental Adjustment ............................. .................................................................... 4

4.7 Covenant to Budget and Appropriate ............ ........................................................ 4

4.8 Unconditional Current Obligation .............. ........................................................... 4 ARTICLE 5 ESCROW FUND ..................................................................................................... 5

5.1 Escrow Fund ................................... ....................................................................... 5

5.2 Intentionally Omitted ......................... ................... Error! Bookmark not defined.

5.3 Termination ................................... ........................ Error! Bookmark not defined.

ARTICLE 6 RESPONSIBILITIES OF LESSEE ......................................................................... 5

6.1 Care and Use .................................. ........................................................................ 5

6.2 Inspection .................................... ........................................................................... 5

6.3 Utilities ..................................... .............................................................................. 5

6.4 Taxes ......................................... ............................................................................. 6

6.5 Alterations ................................... ........................................................................... 6

6.6 Transportation and Installation Charges ....... ......................................................... 6

6.7 Insurance ..................................... ........................................................................... 6

6.8 Risk of Loss .................................. ......................................................................... 7

6.9 Performance by the Lessor of the Lessee’s Respo nsibilities ................................. 8

TABLE OF CONTENTS
(continued)
Page
129172475v1 -ii-

6.10 Financial Statements ......................... ..................................................................... 8 ARTICLE 7 EQUIPMENT .......................................................................................................... 8

7.1 Title ......................................... ............................................................................... 8

7.2 Security Agreement ............................ ................................................................... 8

7.3 Personal Property ............................. ...................................................................... 9

7.4 Liens ......................................... ............................................................................ 10

7.5 Inspection .................................... ......................................................................... 10

7.6 Use of Equipment; Maintenance and Repairs ..... ................................................. 10

7.7 Essentiality .................................. ......................................................................... 10

7.8 Sublease ...................................... ......................................................................... 11 ARTICLE 8 WARRANTIES AND REPRESENTATIONS OF THE LESSEE ....................... 11 ARTICLE 9 WARRANTIES AND REPRESENTATIONS OF THE LESSOR ...................... 13 ARTICLE 10 INTENTIONALLY OMITTED ....... ERROR! BOOKMARK NOT DEFINED.

ARTICLE 11 TAX COVENANTS AND INDEMNIFICATION ............................................. 14

11.1 Covenants .................................... ......................................................................... 14

11.2 Further Covenants ............................ .................................................................... 15

11.3 Indemnification .............................. ...................................................................... 15 ARTICLE 12 GENERAL INDEMNIFICATION ...................................................................... 15 ARTICLE 13 INTENTIONALLY OMITTED .......................................................................... 16 ARTICLE 14 DEFAULT AND REMEDIES ............................................................................ 16

14.1 Definition of Default ........................ .................................................................... 16

14.2 Remedies on Default .......................... .................................................................. 16

14.3 Further Remedies ............................. .................................................................... 17

14.4 Reinstatement ................................ ....................................................................... 17 ARTICLE 15 INTENTIONALLY OMITTED. ......................................................................... 18 ARTICLE 16 ASSIGNMENT.................................................................................................... 18

16.1 Assignment By Lessee ......................... ................................................................ 18

16.2 Assignment By The Lessor ..................... ............................................................. 18

16.3 Escrow Assignment By the Lessor .............. ......... Error! Bookmark not defined.

ARTICLE 17 NATURE OF AGREEMENT ............................................................................. 19 ARTICLE 18 OPTION TO PURCHASE .................................................................................. 19 ARTICLE 19 MISCELLANEOUS ............................................................................................ 20

19.1 Waiver ....................................... ........................................................................... 20

TABLE OF CONTENTS
(continued)
Page
129172475v1 -iii-

19.2 Severability ................................. ......................................................................... 20

19.3 Governing Law ................................ .................................................................... 20

19.4 Notice ....................................... ............................................................................ 20

19.5 Section Headings ............................. .................................................................... 20

19.6 Entire Agreement ............................. .................................................................... 20

19.7 Binding Effect ............................... ....................................................................... 21

19.8 Time ......................................... ............................................................................ 21

19.9 Counterparts ................................. ........................................................................ 21

19.10 No Third-Party Beneficiaries ................ ............................................................... 21

19.11 Exhibits .................................... ............................................................................ 21

Lease Documents:

Equipment Lease-Purchase Agreement;
Exhibit A – Description of Equipment;
Exhibit B - Equipment Schedule, including Schedule 1 (Rental Payment Schedule); Exhibit C – Notice and Acknowledgment of Assignment;
Exhibit D – Insurance Certification;
Exhibit E – Essential Use Certificate;
Exhibit F – Incumbency and Closing Certificate;
Exhibit G – Opinion of Lessee’s Counsel;
Exhibit H – Tax Opinion of Lessee’s Counsel;
Exhibit I – INTENTIONALLY OMITTED;
Exhibit J – Post Issuance Tax Compliance Procedures;
Exhibit K – Escrow Agreement, including Schedule A (Notice and Acknowledgment of Assignment of Escrow Agreement;
Exhibit L – City Council Meeting Resolution from Meeting Held on ; affidavit of publication for notice of public hearing
Exhibit M – IRS Form 8038-G; and
Exhibit N – Closing Memorandum/Payment Proceeds Direction.

Other Documents:

Installation Agreement
UCC-1 Financing Statement
CDIAC Filings
Lessee’s Form W-9
Insurance Certificates
Payment and Performance Bonds, with Dual Obligee Rider naming Lessor and its successors and assigns as additional insured
January 25, 2023

129172475v1

EQUIPMENT LEASE-PURCHASE AGREEMENT
THIS EQUIPMENT LEASE-PURCHASE AGREEMENT (as amended or supplemented from time to time, this “ Lease Agreement ”) dated as of January __, 2023, between ALLIANCE FUNDING SOLUTIONS, INC., a California corporation ( together with its successors and/or assigns, the “ Lessor ”), whose mailing address is 12520 High Bluff Drive , Suite 345, San Diego, California 92130, and the CITY OF MONTEBELLO, a pol itical subdivision of the State of California (the “ Lessee ”), whose mailing address is 1600 W Beverly Bouleva rd, Montebello, California 90640.

WITNESSETH:

WHEREAS, the Lessor has agreed to purchase and leas e the Equipment (as hereinafter defined) to the Lessee, and the Lessee has agreed to lease back and purchase the Equipment from the Lessor, pursuant to the terms and conditions hereinafter set forth; NOW, THEREFORE, for and in consideration of the pre mises and of the covenants hereinafter contained, and other good and valuable considerations, the mutual parties hereto agree as follows:

ARTICLE 1

DEFINITIONS
For purposes of this Lease Agreement and any related documents, the following definitions will apply:

1.1 Acceptance Certificate and Payment Request. A certificate in the form attached as Exhibit A to the Escrow Agreement attached hereto a s Exhibit K by which the Lessee accepts delivery of all or a portion of the Equipment and r equests payment from the Escrow Fund in payment thereof.

1.2 Authorized Representative. Shall mean, with respec t to the Lessee, the Chairman (or similar designation) of the Governing Body or other person or officer approved by the Lessee in writing.

1.3 Code. Shall mean the Internal Revenue Code of 1986, as amended.

1.4 Commencement Date. Shall have the meaning set forth on Exhibit B.

1.5 Concluding Payment. Shall have the meaning set forth in Article 18.

1.6 Costs of the Equipment. $26,270,796, which is the total cost of acquisition and installation of the Equipment, including costs of i ssuance in connection with the execution and delivery of this Lease Agreement.

1.7 Default Rate. Shall have the meaning set forth in Section 4.3.

2 129172475v1

1.8 Equipment. The personal property described in Exhibit A to this Lease Agreement that is now or may hereafter from time to time become attached hereto and incorporated herein by reference, together and with any and all additions, modifications, attachments, substitutions, repairs, accessories, replacements and parts thereof and all insurance and/or proceeds therefrom.

1.9 Escrow Fund. The fund created under the Escrow Agr eement, as provided in Article 5 hereof.

1.10 Fiscal Year. Shall mean July 1 through June 30 of each year.

1.11 Governing Body. Shall mean the City Council of Lessee.

1.12 Lease Term. The period of time described in Article 3 of this Lease Agreement.

1.13. Rental Payments. The basic rental payments p ayable by the Lessee pursuant to Article 4 of this Lease Agreement.

1.14. State. Shall mean the State of California.

ARTICLE 2

LEASE
The Lessor hereby demises, lets and leases to the L essee, and the Lessee hereby rents, leases and hires from the Lessor, the Equipment lis ted on Exhibit A attached hereto and incorporated herein by reference. The Lessee shall be entitled to possession of each piece of the Equipment and may retain possession of the Equipmen t so long as the Lessee is not in default under this Lease Agreement. THIS LEASE IS NOT A PL EDGE OF THE FULL FAITH AND

CREDIT OF THE LESSEE, AND DOES NOT CREATE ANY OBLIG ATION ON THE PART OF THE LESSEE EXCEPT AS SPECIFICALLY STATED HEREIN. The Lessee’s obligation to pay all Rental Payments payable hereunder and the L essee’s obligations otherwise to perform its obligations under or with respect to this Lease Agr eement and the other Lease Documents, (1) constitutes a current obligation payable exclusivel y from legally available funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement, and (2) are and shall be absolute and unconditional and shall not be affected by any circumstances whatsoever, including (i) any right of setoff, counterclaim, recoupment, deduction, abatement, defense or other right which the Lessee may have against the Lessor, the manufacturer or vendor of the Equipment , or any other Person, for any reason whatsoever, including, those arising or allegedly a rising out of claims (present or future, alleged or actual, and including claims arising out of stri ct liability in tort or negligence of the Lessor) o f the Lessee against the Lessor under this Lease Agreement or otherwise, (ii) any defect in the title, condition, design, operation, or fitness for use of, or any damage to or loss or destruction of all or any portion of, the Equipment, or any interruption or cessation in the use or possession thereof by the Lessee or any other Person for any reason whats oever, (iii) the existence of any collateral, guaranty or security interest, (iv) any insolvency, bankruptcy, reorganization or similar proceedings by or against Lessee, (v) any force majeure, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. It is the intention of the parties that all Rental Payments and other amounts due hereunder shall continue to be payable in all events

3 129172475v1
in the manner and at the times set forth herein unl ess the obligation to do so shall have been terminated pursuant to the express terms hereof.

ARTICLE 3

LEASE TERM
The Lease Term shall commence on the Commencement Date and shall terminate, except as otherwise expressly provided herein, upon the first to occur of: (a) the exercise by Lessee of the option to purchase the Equipment pursuant to Articl e 18 hereof and payment of the Concluding Payment and all amounts payable in connection there with; (b) a default by the Lessee and the Lessor’s election to terminate this Lease Agreement pursuant to Articles 14; (c) ; or (d) the payment by the Lessee of all Rental Payments author ized or required to be paid by the Lessee hereunder during the Lease Term.

ARTICLE 4

RENTAL PAYMENTS

4.1 Amount and Times of Payment. The Lessee hereby agrees to pay rental payments hereunder in the amounts and on the dates identified in Exhibit B. A portion of each rental payment is paid as, and represents payment of, interest, an d the balance of each rental payment is paid as, and represents payment of, principal.

4.2 Rental Payments. All rental payments required to be made to the Lessor hereunder shall be made by wire or other form of electronic payment in accordance with written instructions provided by Lessor or, with Lessor’s consent, by su ch other commercially reasonable method of payment. The Lessee shall pay the rental payments in lawful money of the United States of America from monies legally available therefor.

4.3 Late Charges. Whenever any rental payment or other amount payable to Lessor by Lessee hereunder is not paid within ten (10) busine ss days after such due date, Lessee agrees to pay Lessor a late charge on the delinquent amount a t the “ Default Rate ,” which is one percent (1%) per month, or the maximum amount permitted under applicable law, whichever is less.

4.4 Abatement of Rental Payments. If there is substant ial interference with or loss of Lessee’s beneficial use or operation of the Equipment subject to this Lease Agreement (a “ Loss of Use or Occupancy ”), rental payments due hereunder and other amounts shall be subject to abatement during any period in which there is a Loss of Use or Occupancy in the same proportion that the portion of the Equipment unavailable for Lessee’s beneficial use and operation bears to all of the Equipment subject to this Lease Agreement; provided, however, that during such abatement, special sources of legally available and/or properl y appropriated funds may and the proceeds of funds derived from rental abatement insurance, shal l be applied to pay the rental payments in accordance with the terms of this Lease, including, without limitation, Section 6.7 hereof. For each potential Loss of Use or Occupancy, decisions on (1) whether or not abatement shall apply; (2) the date upon which abatement shall commence; (3) the applicable portion of rental payments to be abated; and (4) the concluding date of the pa rticular abatement, shall all be subject to

4 129172475v1
determinations by Lessee and Lessor in concert with the provider of the insurance issued pursuant to Section 6.7 hereof. To the fullest extent permitted by applicable law, Lessee hereby waives the benefits of any and all rights to terminate this Le ase Agreement (including California Civil Code Sections 1932 and 1933) by virtue of any such inter ference, and this Lease Agreement shall continue in full force and effect. Lessee shall no tify Lessor in writing of any threat to its use or operation of the Equipment that will or may trigger an abatement hereunder within fifteen (15) days after it has knowledge of such threat. The obligation to make full rental payments with respect to the Equipment under this Lease Agreement shall recommence as of the date Lessee has regained beneficial use and operation of such Equipment, and the provisions of this Lease Agreement, including, but not limited to, dates on which rental payments are due, shall be extended for a period equal to the period the obligation to make rental payments was abated; provided, however, that the Lease Term shall not be extended for any period in excess of the greater of the estimated or actual useful life of the Equipment. Following an extension of the Lease Term pursuant to the provisions of this Section 4.4, the Rental Payment Schedule attached hereto as Schedule 1 to Exhibit B shall be deemed to be modified to reflect such extension.

4.5 Allocation of Interest. A portion of each rental p ayment shall be allocated to interest, with the imputed interest based on a 360-day year consisting of twelve 30-day months.

4.6 Intentionally Omitted.

4.7 Covenant to Budget and Appropriate. Lessee covenants to take such action as may be necessary to include all rental payments due under this Lease Agreement in each of its budgets during the Lease Term and to make the necessary ann ual appropriations for all such rental payments. The covenants on the part of Lessee in this Section 4.7 shall be deemed to be and shall be construed to be a duty imposed by applicable law and it shall be the duty of each and every public official of Lessee to take such action and d o such things as are required by applicable law in the performance of the official duty of such officials to enable Lessee to carry out and perform the covenants and agreements in this Lease Agreement and agreed to be carried out and performed by Lessee.

4.8 Unconditional Current Obligation. Except as expres sly set forth in this Lease Agreement (including this Article 4), Lessee agrees that as of the Commencement Date, Lessee’s obligations under this Lease Agreement are absolute and unconditional and shall continue without set-off, deduction, counterclaim, abatement, recoup ment, or reduction and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not limited to, war, act of God, governmental regul ations, strike, loss, damage, destruction, obsolescence, failure of or delay in delivery or fa ilure of the Equipment to operate properly.

Lessee’s obligation to pay rental payments and any additional amounts payable hereunder constitutes a current obligation payable exclusivel y from legally available funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement.

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ARTICLE 5

ESCROW FUND

5.1 Escrow Fund. On the Commencement Date, Lessor and Lessee shall enter into an escrow agreement in form and substance attached hereto as Exhibit K (the “ Escrow Agreement ”) dated the Commencement Date, by and among Lessor, L essee, and the escrow agent named therein, relating to the non-interest bearing escrow fund (an “ Escrow Fund ”) created thereunder.

On the Commencement Date, Lessor shall deposit $19, 295,796.00 (the “ Escrowed Funds ”) into the Escrow Fund to be held in escrow and applied up on the express terms and conditions of the Escrow Agreement for the acquisition of the Equipment and payment of costs of issuance relating to the execution and delivery of this Lease Agreement, which shall be disbursed as provided for in the Closing Memorandum attached hereto and the Escrow Agreement.

ARTICLE 6

RESPONSIBILITIES OF LESSEE

6.1 Care and Use. The Lessee shall use the Equipment in a careful and proper manner, in compliance with all applicable laws and regulati ons, and at its sole cost and expense, service, repair and maintain the Equipment so as to keep the Equipment in good condition, repair, appearance and working order for the purposes inten ded, ordinary wear and tear excepted, and shall replace any part of the Equipment as may from time to time become worn out, lost, stolen, destroyed or damaged or is unfit for use. Any and all additions to or replacements of the Equipment and all parts thereof shall constitute accessions t o the Equipment and shall be subject to all the terms and conditions of this Lease Agreement and in cluded in the term “ Equipment ” as used in this Lease Agreement. If requested by the Lessor, the Lessee shall enter into or cause to be entered into, and maintained in full force and effect durin g the term of this Lease Agreement, standard maintenance contracts satisfactory to the Lessor covering the Equipment and shall comply with all its obligations thereunder. The Lessee shall furni sh evidence to the Lessor of such signed maintenance agreement at or prior to the date of th is Lease Agreement and the payment of all charges and premiums therefor. With Lessor’s prior written consent, Lessee may undertake maintenance of the Equipment by its employees in li eu of such a maintenance agreement.

Substitute maintenance may be used if first approve d by the Lessor in writing. Upon the early termination of this Lease Agreement pursuant to Art icle 14 and 15, the Lessee shall permit the Lessor to remove the Equipment from the premises in the same condition as originally received, ordinary wear and tear excepted, and in such a condition which will permit the Lessor to be eligible for such standard maintenance contract without incurring any expense to repair or rehabilitate the Equipment.

6.2 Inspection. The Lessor shall have the right upon r easonable prior notice to the Lessee to enter into and upon the premises where th e Equipment is located to inspect the Equipment and observe its use during normal business hours.

6.3 Utilities. The Lessee shall pay all charges for ga s, water, steam, electricity, light, heat or power, telephone or other utility service, if any, furnished to or used in connection with the

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Equipment during the term of this Lease Agreement. There shall be no abatement of rental payments on account of interruption of any such services.

6.4 Taxes. The Lessee agrees to pay when due any and a ll taxes relating to the Equipment and the Lessee’s obligations hereunder, i ncluding but not limited to, all license or registration fees, gross receipts tax, sales and us e tax, if applicable, license fees, documentary stamp taxes, rental taxes, assessments, charges, ad valorem taxes, excise taxes, and all other taxes, licenses and charges imposed on the ownership, poss ession or use of the Equipment by any governmental body or agency, together with any inte rest and penalties, other than taxes on or measured by the net income of the Lessor.

6.5 Alterations. Without the prior written consent of the Lessor, which consent shall not be unreasonably withheld, the Lessee shall not make any alterations, modifications or attachments to the Equipment which cannot be remove d without materially damaging the functional capabilities or economic value of the Equipment. Upon return of the Equipment and at the Lessor’s request, the Lessee at its sole cost and expense, will remove all alterations, additions and attachments and repair the Equipment as necessa ry to return the Equipment to the condition in which it was furnished, ordinary wear and tear excepted.

6.6 Transportation and Installation Charges. The Lesse e shall be responsible for all charges relating to the transportation of the Equipment to the Lessee’s location and the installation at such location.

6.7 Insurance.
(a) The Lessee shall continuously maintain at its s ole cost and expense or cause to be maintained (i) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way related to the Equipme nt sufficient to protect Lessor and its assigns from liability in all events, (ii) casualty insuran ce on the Equipment covering such risks as are customarily insured against by reasonable and prude nt government bodies of like size for such equipment, and in such amounts at a minimum equal t o the greater of the outstanding principal amount under this Lease Agreement or the replacemen t value of the Equipment with such deductibles as required, and with such insurance co mpanies as shall be reasonably satisfactory to the Lessor, and (iii) workers’ compensation coverage as required by the laws of the State. Lessor shall be named as an additional insured on any such policy and all insurance for loss or damage shall provide that losses if any, shall be payable to the Lessor. Reasonable evidence of all required liability insurance shall be provided to the Lessor . The Lessee shall pay the premiums therefor and deliver to the Lessor the policies of insurance or duplicates thereof and a certification in the form of Exhibit D or other evidence reasonably sati sfactory to the Lessor of such insurance coverage. Each insurer shall also agree by endorse ment upon the policy or policies issued by it that it will give thirty (30) days prior written notice to the Lessor of cancellation, non-renewal, or material modification of such policy and ten (10) d ays prior written notice for non-payment of premium. The proceeds of such insurance, at the option of the Lessor, shall be applied: (a) toward the replacement, restoration or repair of the Equip ment, or (b) toward payment of the obligations of the Lessee hereunder. The Lessee hereby appoint s the Lessor as the Lessee’s attorney-in-fact to make claim for, receive payment of, and execute all documents, checks or drafts received in payment of loss or damage under any such insurance policy. In lieu of the insurance policies

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described above, and with the consent of the Lessor , which consent shall not be unreasonably withheld, the Lessee may self-insure the Equipment by means of a self-insurance program whereby funds are set aside and maintained for the purpose of self-insuring the property of the Lessee. If Lessee chooses to self-insure the Equipment, Lessee will, at all times, provide Lessor with evidence of the self-insurance program in form and substance satisfactory to Lessor. If at any time during the Lease Term, the Lessor in its reasonable discretion, deems it necessary so to do, the Lessee shall provide at its expense an insurance po licy covering losses to the Equipment as set forth in this Section 6.7.
(b) Lessee shall maintain or cause to be maintained at its expense, throughout the Lease Term, insurance against rental payment ab atement and loss of use of the related Equipment or portions thereof, with coverage equal to the maximum total rental payments payable by Lessee hereunder for any consecutive twenty-four (24) month period. The policy shall insure against abatement of rental payments payable by Lessee hereunder resulting from Lessee’s loss of use of the Equipment or any substantial portion the reof and caused by any and all perils, either insured or uninsured, including earthquakes and oth er acts of God. Such insurance may be maintained in conjunction with or separate from any other similar insurance carried by Lessee; provided, however, Lessee shall not be permitted to self-insure with respect to the rental abatement insurance required by this subparagraph. The net p roceeds of such insurance shall be payable to Lessor in amounts proportionate to Lessee’s rental payments, if any, hereunder, during the restoration period in sufficient amount to make Lessor whole. (c) Lessee shall provide or cause the Vendor for th e Equipment to provide to Lessor payment and performance bonds from the Vendor, each naming the Lessor as a dual oblige and issued by a surety company rated “A” or better by AM Best in an amount equal to the Equipment.

6.8 Risk of Loss. Lessee shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any part thereof from an y cause whatsoever during the Lease Term and thereafter until redelivery to a location desig nated by Lessor, and shall not be relieved of the obligation to pay rental payments or any other obli gation hereunder because of any such occurrence, subject to Section 4.8 hereof. If (a) the Equipment or any portion thereof hereunder is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof hereunder is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the net proceeds of any insurance claim (including self-insurance) or condemnation award to be applied, at Lessor’s option, to (i) the prompt repair, restoration, modification or replacement of the Equipment so affected or (ii) the payment in full of the then applicable Concluding Payment. Any balance of net proceeds remaining after completion of such work or payment of such Concluding Payment shall be paid promptly to Lessee. If the n et proceeds are insufficient to pay the costs of such repair, restoration, modification or replaceme nt or to pay such Concluding Payment in full, Lessee shall, at Lessor’s direction and sole discre tion, either complete the work or pay the then applicable Concluding Payment in full, and in either case pay any cost in excess of the amount of net proceeds, but only from legally available funds. In the event there is no applicable Concluding Payment set forth in the Payment Schedule, the Concluding Payment for any such prepayment set forth in this Section 6.8 shall be in an amount equ al to 104% of the outstanding principal balance of this Lease Agreement.

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6.9 Performance by the Lessor of the Lessee’s Responsib ilities. Any performance required of the Lessee or any payments required to be made by the Lessee, if not timely performed or paid, may be performed or paid by the Lessor, and in that event, the Lessor shall be immediately reimbursed by the Lessee for these payments and for any costs and expense, legal or otherwise, associated with the payments or other performance b y the Lessor, with interest thereon at the Default Rate.

6.10 Financial Statements. The Lessee agrees that it wi ll furnish the Lessor at such reasonable times as the Lessor shall request, but i n no event later than ten (10) days prior to the end of each Fiscal Year, current financial statemen ts, including without limitation the Lessee’s annual budget or other proof of appropriation for t he ensuing Fiscal Year and such other information relating to Lessee’s ability to continue the Lease Term for the next succeeding Fiscal Year, and permit the Lessor or its agents and repre sentatives to inspect the Lessee’s books and records and make extracts therefrom. Additionally, Lessee shall furnish to Lessor, upon request, as soon as available, but in no event later than one hundred eighty (180) days after the end of each Fiscal Year, the audited financial statements of Le ssee, in customary and reasonable detail including the report provided by Lessee’s auditor. The Lessee represents and warrants to the Lessor that all financial statements which have been delivered to the Lessor, if any, and accurately reflect the Lessee’s financial condition and there has been no material adverse change in Lessee’s financial condition as reflected in the statements since the date thereof.

ARTICLE 7

EQUIPMENT

7.1 Title. Title to the Equipment and any and all addi tions, repairs, replacements or modifications thereto, shall be deemed to be vested in the Lessee subject to the rights of the Lessor hereunder from and after the date of the acceptance of the Equipment so long as the Lessee shall not be in default hereunder, and shall vest permane ntly in the Lessee upon the completion of all rental payments, free and clear of any lien or secu rity interest of the Lessor therein. Immediately upon the occurrence of an event of default by the Lessee hereunder, title to the Equipment (and all additions, repairs, replacements or modifications thereto) shall revert to the Lessor, free and clear of any right, title or interest of the Lessee unless the Lessor elects otherwise, without the necessity of any further action or the execution of any docum ents by the parties. Lessee will, nevertheless, execute and deliver any such instruments as Lessor may request to evidence such transfer. Lessee irrevocably designates, makes, constitutes and appoints Lessor and its assignee as Lessee’s true and lawful attorney (and agent in-fact) with power, at such time of termination or times thereafter as Lessor in its sole and absolute discretion may determine, in Lessee’s or Lessor’s or such assignee’s name, to endorse the name of Lessee upon any bill o f sale, document, instrument, invoice, freight bill, bill of lading or similar document relating to the Equipment in order to vest title in Lessor and transfer possession to Lessor.

7.2 Security Agreement.
(a) The provisions of this Section 7.2(a) apply general ly to all Equipment, regardless of the type, and the Escrow Fund: To se cure the performance of all of Lessee’s obligations hereunder, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security

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interest constituting a first priority and perfecte d lien and security interest on the Equipment delivered hereunder and on any attachments, proceed s therefrom. Lessee agrees to execute and deliver such additional documents, including, witho ut limitation, opinions of counsel, financing statements, landlord-tenant or mortgagee waivers, n otices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the confi rmation or perfection of Lessor’s rights hereunder. As further security therefor, Lessee he reby grants to Lessor a first priority security interest in the cash and negotiable instruments fro m time to time in the Escrow Fund and all proceeds (cash and non-cash) thereof, and agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party under the applicable provisions of the Uniform Commercial Code as enacted in the applicable state. Lessee, a t its expense, will protect and defend Lessee’s rights in the Equipment and Lessor’s rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbran ces and legal processes of Lessee’s creditors and other persons. Lessor shall have the right dur ing normal hours, upon reasonable prior notice to Lessee, to enter upon the premises where the Equ ipment is located in order to inspect the Equipment. Lessee agrees that financing statements may be filed with respect to the security interest in the Equipment.
(b) During the Lease Term, ownership and legal title of all of the Equipment and all substitutions, repairs, modifications, and replacements shall be in Lessee, and Lessee shall take all necessary action to vest such ownership an d title in Lessee. Lessor does not own the Equipment, and, by this Lease Agreement, Lessor is merely financing the acquisition of the Equipment for the Lessee. Lessor has not been in th e chain of title, does not operate, control or have possession or control over the Equipment, or L essee’s use, maintenance, operation, storage, or maintenance of the Equipment. Lessee is entitle d to use and possession of the Equipment, subject to the rights of Lessor hereunder (includin g its interest in the Equipment as the lessor hereunder). If Lessor terminates this Lease Agreem ent pursuant to the terms hereof, all rights, title, and interests in the Equipment shall immedia tely vest in Lessor free and clear of any right, title or interest of Lessee. Lessee, at its expens e, will protect and defend Lessee’s rights in the Equipment and Lessor’s rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and le gal processes of Lessee’s creditors and other persons.

7.3 Personal Property; No Encumbrances. The Equipment is, and shall at all times be and remain, personal property notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed or a ttached to, or imbedded in, or permanently resting upon, real property or any building thereon or any fixtures, or attached in any manner to what is permanent by any means of cement, plaster, nails, bolts, screws or otherwise. Upon request of the Lessor, Lessee shall obtain, as to any place where the Equipment is located, a waiver from the landlord and mortgagee thereof with respect to any rights they may have in and to the Equipment or the rights of levy or seizure thereon. Lessee shall not create, incur, assume or permit to exist any mortgage, pledge, lien, security inter est, charge or other encumbrance of any nature whatsoever on any of the real estate where the Equi pment is or will be located or enter into any agreement to sell or assign or enter into any sale/leaseback arrangement of such real estate without the prior written consent of Lessor; provided, that if Lessor or its assigns is furnished with a waiver of interest in the Equipment acceptable to Lessor o r its assigns in its discretion from any party

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taking an interest in any such real estate prior to such interest taking effect, such consent shall not unreasonably withheld.

7.4 Liens. The Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, security interest, encumbrance or claim on or with respect to the Equipment or any interest therein, except fo r the lien and security interest of the Lessor therein created under this Lease Agreement. The Le ssee shall promptly, at its own expense, take such action as may be necessary to duly discharge a ny such mortgage, pledge, lien, security interest, charge, encumbrance or claim if the same shall arise at any time.

7.5 Inspection; Acceptance and Written Notice of Defects. . Immediately upon receipt and installation of the Equipment, the Lessee shall inspect the Equipment. Unless the Lessee gives the Lessor written notice of each defect or other p roper objection to the Equipment before the execution of the Acceptance Certificate and Payment Request, it shall be conclusively presumed upon execution of an Acceptance Certificate and Payment Request, as between the Lessor and the Lessee, that Lessee has fully inspected and acknowl edged that the Equipment described in the Acceptance Certificate and Payment Request is in go od condition and repair, has been properly installed and is performing satisfactorily, and tha t the Lessee is satisfied with and has accepted such Equipment in such good condition and repair.

7.6 Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the State specified on Exhibit B in the “ Equipment Location ” section and Lessee shall not remove any of the Equipment therefrom without Lesso r’s prior written consent. Lessee shall use the Equipment for the purpose for which such Equipm ent was designed. Lessee shall at all times and at the Lessee’s sole cost and expense operate, maintain, service and repair the Equipment in good operating order, repair and condition (A) in a ccordance and consistent with (1) the manufacturer’s warranties, recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the manufacturer, (2) the requirements of all applicable insurance policies, (3) preserving all rights to any warranti es, indemnities or other rights or remedies (such service to include monitoring the degradation of the Equipment and enforcing or assisting with the enforcement of the applicable warranties with respect to such degradation), (4) all applicable laws, ordinances, regulations or requirements of any gove rnmental authority, official, board or department relating to its installation, possession , use or maintenance, and (5) prudent industry standards; and (B) without limiting the foregoing, so as to cause the Equipment to be in at least the same condition as when delivered to the Lessee hereunder, except for ordinary wear and tear.

Lessee shall not make any alterations, additions, o r improvements to the Equipment that are not readily removable without causing damage to or redu cing the value of the Equipment. All alterations, additions, or improvements not readily removable shall become property of Lessor.

7.7 Essentiality. Lessee represents that, with respect hereto, (a) the use and operation of the Equipment is essential to its proper, effici ent, and economic governmental operation and (b) the functions performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to s ell or otherwise dispose of the Equipment or any interest therein prior to the last rental payment s cheduled to be paid hereunder. On the Commencement Date, Lessee shall complete and provid e Lessor a certificate in the form of Exhibit E.

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7.8 Sublease. Lessee will not sublease or otherwise in any manner transfer, deliver or, except as expressly consented to by Lessor, relinquish possession (except on a temporary basis for repair or maintenance) or use of the Equipment without the prior written consent of Lessor.

7.9 No Warranties. Lessee acquires and leases the Equi pment “AS IS.” Lessee acknowledges that Lessor did not manufacture the Eq uipment. Lessor does not represent the manufacturer, supplier, owner or dealer, and Lessee selected the Equipment based upon Lessee’s own judgment. Lessor makes no warranties, express or implied, including warranties of merchantability or fitness for a particular purpose or otherwise or as to the Equipment’s value, design, condition, use, capacity or durability. Lessee agrees that regardless of cause, Lessor is not responsible for, and Lessee will not make any claim against Lessor for, any damages, whether consequential, direct, special or indirect incurred by Lessee in connection with the Equipment.

Neither the manufacturer, supplier or dealer nor an y salesperson, employee or agent of the manufacturer, supplier or dealer is Lessor’s agent or has any authority to speak for Lessor or to bind Lessor in any way. For and during the Lease T erm, Lessor assigns to Lessee any manufacturer’s or supplier’s product warranties, express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customar y services furnished in connection with such warranties at Lessee’s sole expense. Lessee agrees that (a) all Equipment will have been purchased in accordance with Lessee’s specifications from sup pliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with re spect to any manufacturer’s or supplier’s product warranties or guaranties, (d) no manufactur er or supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer or supplier or any representative of said parties shall not be binding upon Lessor..

ARTICLE 8

WARRANTIES AND REPRESENTATIONS OF THE LESSEE
The Lessee warrants and represents to the Lessor as follows, which representations and warranties shall be continuing.
(a) The Lessee is a political subdivision of the State of California within the meaning of Section 103(c) of the Code and will do o r cause to be done all things necessary to preserve and keep in full force and effect its existence as such. Lessee has a substantial amount of one or more of the following sovereign powers: (i) the power to tax, (ii) the power of eminent domain, and (iii) police power.
(b) The Lessee is authorized under the Constitution and laws of the State of California to enter into this Lease Agreement and t he transactions contemplated hereby and to perform all of its obligations hereunder.
(c) The execution and delivery of this Lease Agreement by or on behalf of the Lessee has been duly authorized by all necessary ac tion of the Governing Body, and the Lessee has obtained such other approvals and consents as a re necessary to consummate this Lease Agreement. The Lessee further represents and warra nts that all requirements have been met and

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procedures have been followed in order to ensure th e enforceability of this Lease Agreement in accordance with its terms.
(d) The Lessee has complied with such public bidding requirements as may be applicable to this Lease Agreement and has complied or will comply with such requirements for the acquisition of the Equipment hereunder.
(e) The Lessee shall cause to be executed and delivered to the Lessor (1) an incumbency and closing certificate in substantially the form attached as Exhibit F hereto, (2) an Opinion of Lessee’s Counsel in substantially the fo rm attached as Exhibit G hereto and (3) a Tax Opinion of Lessee’s Counsel in substantially the form attached as Exhibit H hereto. (f) The Lessee has an immediate need for, and expects to make immediate use of all of the Equipment which need is not temporary or expected to diminish during the term of this Lease Agreement.
(g) The execution, delivery and performance of this Lea se Agreement and transactions contemplated herein will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or consti tute a default under, any indenture, mortgage, deed of trust, bond, loan or credit agreement or other instrument to which the Lessee is a party or by which it is bound.
(h) There are no actions, suits or proceedings pending or, to the knowledge of the Lessee, threatened against or affecting the Les see in any court or before any governmental commission, board or authority which, if adversely determined, would have a material adverse effect on the ability of the Lessee to perform its obligations hereunder. (i) The Equipment is essential to and will be used only for the purpose of performing one or more governmental functions of th e Lessee consistent with the scope of the Lessee’s authority and will not be used in a trade or business of any person or entity. The Lessee shall execute and deliver to Lessor an Essential Us e Certificate in form and substance reasonably satisfactory to the Lessor.
(j) The Equipment is, and shall remain during the term of this Lease Agreement, personal property.
(k) The Lessee will promptly and duly execute and deliv er to the Lessor such further documents, instruments and assurances and take such further action as the Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Lease Agreement and to establish and protect the rights and remedie s created or intended to be created in favor of the Lessor hereunder.
(l) The Lessee has sufficient funds in its budget for t he current Fiscal Year to pay the aggregate amount of the rental payments due under this Lease Agreement during the current Fiscal Year. The Lessee has never failed t o pay payments coming due under any bond issue, lease purchase agreement or other indebtedness obligation of the Lessee.

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(m) Lessee has not experienced any Loss of Use or Occup ancy, which would adversely impact its beneficial use and operation o f the Equipment and adversely affect its obligation to make full rental payments with respect to the Equipment under this Lease Agreement otherwise permit an abatement of Rental Payments under this Lease Agreement. (n) The useful life of the Equipment will not be le ss than the Lease Term. (o) The total estimated cost of the Equipment is $2 6,270,796. Lessee will pay all costs of acquiring the Equipment in excess of t he amount deposited by Lessor in the Escrow Fund allocated to payment of costs of the Equipment ($19,295,796). Lessee agrees with Lessor that no moneys shall be disbursed from the Escrow F und for costs of the Equipment until Lessee has provided to Lessor evidence of Lessee’s payment for costs of the Equipment over the amount deposited by Lessor in the Escrow Fund.

(p) Lessee is the fee owner of the real estate wher e the Equipment is and will be located and has good and marketable title theret o, and there exists no mortgage, pledge, lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to such real estate. The Equipment is not a replacement, repair, substitution or proceeds of any equipment or personal property subject to a prior lien or security interest of a third party.

ARTICLE 9

WARRANTIES AND REPRESENTATIONS OF THE LESSOR
The Lessor warrants and represents to the Lessee as follows, which representations and warranties shall be continuing.
(a) The Lessor is a corporation duly incorporated under the laws of the State of California and is in good standing with the State of California and is duly authorized to enter into the transactions contemplated by this Lease Agreement and to carry out its obligations hereunder; (b) The Lessor has full power and authority to enter into this Lease Agreement and all other documents relating thereto and the performance of the Lessor’s obligations hereunder have been duly and validly authorized, executed and delivered by the Lessor and approved under all laws, regulations and procedures applicable to Lessor and this Lease Agreement constitutes a valid, legal and binding obligation of the Lessor, enforceable in accordance with its terms; (c) Lessor hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event of Default shall have occurred and be continuing hereunder, all rights and benefits that Lessor may have under any warranty, guaranty o r the like that may be made with respect to the Equipment by the manufacturer, seller and/or su pplier (collectively, the “ Vendor ”) thereof.

To the fullest extent permitted by applicable law, Lessor shall not be liable to Lessee or any third party for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by any of the Equipment or the use or maintenance ther eof or any defect therein, the failure of operation thereof or by any interruption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever caused. Lessor makes no warranty as to the treatment of this Lease for tax or accounting purposes or as to the compliance of the Equipment with applicable

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government regulations or requirements. Lessee agrees to look solely to the Vendor for any claim arising from any defect, breach of warranty, failur e or delay in delivery, mis-delivery or inability to use the Equipment for any reason whatsoever and Lessee’s obligations to Lessor hereunder shall not in any manner be affected thereby, including (w ithout limitation) Lessee’s obligations to pay Lessor all rental payments and other amounts payabl e hereunder, subject to Section 4.8 hereof.

Lessee has selected both the Equipment and the Vend or and acknowledges that Lessor has not participated in any way in Lessee’s selection of th e Equipment or the Vendor. Lessor has no obligation to install, erect, test, adjust, service or maintain the Equipment. (d) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE

CONTRARY LESSEE HAS SELECTED EACH ITEM, TYPE, QUALI TY, QUANTITY AND

SUPPLIER OF THE EQUIPMENT BASED UPON RECOMMENDATION S OF ITS

INDEPENDENT CONSULTANTS PRIOR TO HAVING REQUESTED L ESSOR TO

FINANCE THE SAME AND THAT LESSOR HAS NOT MADE ANY, AND MAKES NO,

WARRANTEES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER

RELATING TO THE SUITABILITY OF THE EQUIPMENT, ITS V ALUE, DESIGN,

CONDITION, DURABILITY, FITNESS FOR ANY PARTICULAR P URPOSE,

MERCHANTABILITY, OPERATION, MATERIALS, WORKMANSHIP AND/OR ITS QUALITY. AS BETWEEN LESSEE AND LESSOR, LESSEE LEAS ES, PURCHASES AND ACQUIRES THE EQUIPMENT “AS IS” “WHERE IS” AND “WITH ALL FAULTS.” (e) Lessee agrees that Lessor shall have no liability o r be obligated in any manner for any obligation, loss, expense, claim, damage, action, suit or proceeding arising out of, connected with, or resulting directly or indirectly from the Equipment, including without limitation, the manufacture, selection, delivery, i nstallation, possession, condition, lease, use, operation or return of the Equipment, notwithstandi ng the full payment of all obligations under this Lease Agreement.

ARTICLE 10

INTENTIONALLY OMITTED
ARTICLE 11

TAX COVENANTS AND INDEMNIFICATION

11.1 Covenants. The parties assume that the Lessor can exclude the interest component of the rental payments from Federal gross income. The Lessee covenants and agrees that it will (i) rebate an amount equal to any excess earnings on the Escrow Fund to the Federal Government if required by, and in accordance with, Section 148 (f) of the Code, and make the annual determinations, and maintain the records required b y and otherwise comply with all regulations applicable thereto; (ii) register in writing the ow ner of this Lease Agreement so as to meet the applicable requirements of Section 149(a)(3) of the Code; (iii) timely file a Form 8038-G with the Internal Revenue Service in accordance with Section 149(e) of the Code; (iv) not permit the Equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the Code; and (v) comply with all provisions and regulations applicable to excluding interest from Federal gross income pursuant to Section 103 of the Code.

15 129172475v1

11.2 Further Covenants. The Lessee further covenants th at it will not take any action, or fail to take any action, if any such action or f ailure to take action would adversely affect the exclusion from gross income of the interest portion of the rental payments made hereunder under Section 103 of the Code. The Lessee will not direct ly or indirectly use or permit the use of any proceeds available from the Lessor or any other fun ds of the Lessee, or take or omit to take any action that would cause the lease purchase obligation evidenced by this Lease Agreement to be an “arbitrage bond” within the meaning of Section 148( a) of the Code. To that end, the Lessee will comply with all requirements of Section 148 of the Code to the extent applicable to the lease purchase obligation evidenced by this Lease Agreement.

11.3 Indemnification. If the Lessor receives notice, in any form, from the Internal Revenue Service that it has determined that the Lessor may not exclude any interest paid hereunder from Federal gross income because the Lessee breach ed a covenant contained herein, then the Lessee shall pay to the Lessor, within ninety (90) days after the Lessor notifies the Lessee of such determination, an amount which, with respect to the rental payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and loc al taxes imposed on the interest component of all rental payments due through the date of such event), will restore to the Lessor its after-tax yield (assuming tax at the highest marginal tax rate and taking into account the time of receipt of payments and re investment at the after-tax yield rate) on the transaction evidenced by this Lease Agreement throu gh the date of such payment. Additionally, the Lessee agrees that upon the occurrence of such an event, it shall pay as additional rent to the Lessor on such succeeding rental payment due date s uch amount as will maintain such after-tax yield to the Lessor.

ARTICLE 12

GENERAL INDEMNIFICATION
The Lessee hereby agrees to indemnify, protect and save the Lessor harmless, to the extent permitted by law, from all liability, obligations, losses, claims, damages, actions, suits, proceedings, costs and expenses, including attorney s’ fees, arising out of, connected with, or resulting directly or indirectly from the Equipment, including without limitation, the manufacture, selection, delivery, possession, condition, lease, use, operation or return of the Equipment. The indemnification arising under this section shall co ntinue in full force and effect notwithstanding the full payment of all obligations due under this Lease Agreement. Notwithstanding the foregoing, the Lessee does not waive any sovereign immunity or other defense which may be available to it under applicable law.

16 129172475v1
ARTICLE 13

INTENTIONALLY OMITTED
ARTICLE 14

DEFAULT AND REMEDIES

14.1 Definition of Default. The Lessee shall be deemed to be in default hereunder upon the happening of any of the following events of def ault, which default (other than a monetary default under Section 14.1(a) or failure to maintai n insurance under Section 14.1(e)) is not cured within thirty (30) days after receipt of written notice thereof (an “ Event of Default ”). (a) The Lessee shall fail to make any rental payment or pay any other sum under this Lease Agreement when due or shall fail to perf orm or observe any term or condition or covenant of this Lease Agreement, subject to the last paragraph of this Section 14.1. (b) Proceedings under any bankruptcy, insolvency, reorg anization or similar litigation shall be instituted by or against the Le ssee, or a receiver, custodian or similar officer shall be appointed for the Lessee or any of its pro perty, and such proceedings or appointments shall not be vacated, or fully stayed, within sixty (60) days after the institution or occurrence thereof.
(c) Any warranty, representation or statement made by t he Lessee is found to be incorrect or misleading in any material respect on the date made. (d) An attachment, levy or execution is levied upon or against the Equipment. (e) Any insurance carrier cancels any insurance on the Equipment which is required hereunder without the Lessee first providing replacement coverage. (f) The Equipment or any part thereof is abused, illega lly used, misused, lost, destroyed or damaged beyond repair.
(g) The failure of the officer charged with the prepara tion of the Lessee’s budget to include in the budget for each Fiscal Year of the Lessee during the Lease Term a request that the Governing Body appropriate in such Fiscal Year the amount of the rental payments and other payments due under this Lease Agreement during such Fiscal Year. (h) Lessee’s failure to make the Lessee Payments as and when such payments become due.

14.2 Remedies on Default. Upon the occurrence of any Ev ent of Default, the Lessor may exercise any one or more of the following remed ies as the Lessor in its sole discretion shall elect.
(a) Declare the entire amount of rental payments hereun der immediately due and payable as to any or all items of Equipment without notice or demand to the Lessee.

17 129172475v1
(b) Proceed by appropriate court action to enforce perf ormance by the Lessee of the applicable covenants of this Lease Agreement or to recover for the breach thereof including the payment of rental payments due or to become due hereunder or any deficiency therefor following disposition of the Equipment.
(c) With or without terminating this Lease Agreement, e nter the premises where the Equipment is located and retake possessio n of the Equipment wherever situated or require Lessee at Lessee’s expense to promptly return any or all of the Equipment to the possession of Lessor at a place specified by Lessor, without a ny court order or other process of law and without liability for entering the premises and sell, lease, sublease or make other disposition of the same in a commercially reasonable manner for the ac count of the Lessee, and apply the proceeds of any such sale, lease, sublease, or other disposi tion, after deducting all costs and expenses, including court costs and reasonable attorneys’ fee s, incurred with the recovery, repair, storage and other sale, lease, sublease or other dispositio n costs, toward the balance due under this Lease Agreement, holding Lessee liable for the difference between (i) the Rental Payments and other amounts payable by Lessee hereunder plus the applic able Concluding Payment, and (ii) the net proceeds of any such sale, lease or sublease; provi ded that the amount of Lessee’s liability under this subparagraph (c) shall not exceed the Rental P ayments and other amounts otherwise due hereunder plus the remaining Rental Payments and other amounts payable by Lessee to the end of the Lease Term; and provided further that any liabilities for such remaining Rental Payments and other amounts shall be required to be paid by Lesse e only at the times provided for the payment of such amounts under the provisions of this Lease Agreement. (d) Terminate this Lease Agreement as to all or any part of the Equipment and use, operate, lease or hold the Equipment as the Lessor in its sole discretion may decide. (e) Terminate the Escrow Fund in accordance with Sectio n Error! Reference source not found. hereof.

14.3 Further Remedies. A termination hereunder shall oc cur only upon notice by the Lessor to the Lessee and only with respect to such portion or portions of the Equipment as the Lessor specifically elects to terminate in such not ice. Except as to those parts of the Equipment with respect to which there is a termination, this Lease Agreement shall remain in full force and effect and the Lessee shall be and remain liable fo r the full performance of all its obligations hereunder. All remedies of the Lessor are cumulati ve and may be exercised concurrently or separately. The exercise of any one remedy shall n ot be deemed an election of such remedy or preclude the exercise of any other remedy.

14.4 Reinstatement. Notwithstanding the re-exercise of any remedy granted by this Article 14, if all amounts that have become due and payable to the Lessor have been paid, all other things have been performed in respect of which ther e was a default and there has been paid the reasonable fees and expenses of the Lessor, including administrative expenses and attorneys’ fees paid or incurred, then the Event of Default shall b e waived without further action on the part of any party hereto. Upon such payment and waiver, this Lease Agreement shall be fully reinstated, as if it had never been terminated, and the Lessee shall be restored to the use and possession of the Equipment.

18 129172475v1
ARTICLE 15

INTENTIONALLY OMITTED.

ARTICLE 16

ASSIGNMENT

16.1 Assignment By Lessee. The Lessee agrees not to sel l, assign, lease, sublease, pledge or otherwise encumber or suffer a lien or encumbrance upon or against any interest in this Lease Agreement or the Equipment (except for the lien and security interest of the Lessor therein) or to remove the Equipment from its place of installation without the Lessor’s prior written consent which shall not be unreasonably withheld and an opi nion of nationally recognized counsel in the area of tax exempt municipal obligations satisfacto ry to Lessor that such subleasing will not adversely affect the exclusion of the interest comp onents of the Rental Payments from gross income for federal income tax purposes. The Lessee ’s interest herein may not be assigned or transferred by operation of law.

16.2 Assignment By The Lessor. Lessor’s interest in, to and under this Lease Agreement and the Equipment may be assigned and reassigned in whole or in part to one or more assignees by Lessor without the necessity of obtaining the consent of Lessee; and such assignment, transfer or conveyance shall be made only to (i) an affiliat e of Lessor or (ii) banks, insurance companies, trusts, custodians or other financial institutions or their affiliates, but no such assignment, transfer or conveyance shall be effective as against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the name(s) a nd address(es) of the assignee(s) or the Lease Servicer (as hereafter provided). Nothing herein s hall limit the right of Lessor or its assignees to sell, assign or grant participation interests in this Lease Agreement to one or more entities listed in (i) or (ii); provided that if such assignment is made pursuant to a participation, custodial or similar agreement under which multiple ownership interests in this Lease Agreement are created, it shall establish a single entity, owner, servicer or other fiduciary or agent to act on behalf of all of the holders of such participation interests (herein ref erred to as the “Lease Servicer”) with respect to the rights and interests of such holders hereunder, including the exercise of rights and remedies thereunder upon the occurrence of an event of default, and further including the maintenance of a register by which a record of the names and address es of such holders as of any particular time is kept and agrees, upon request of Lessee, to furnish such information to Lessee. Lessee will retain all notices of assignment as a register of all assignees and will make all payments to the assignee, assignees or Lease Servicer designated in such regi ster. Lessee agrees to execute all documents, including notices of assignment and chattel mortgag es or financing statements that may be reasonably requested by Lessor or any assignee to protect its interest in the Equipment and in this Lease Agreement and agrees to the filing of financi ng statements with respect to the Equipment and this Agreement. Lessee will not have the right to and will not assert against any assignee any claim, counterclaim, defense, set-off or other right Lessee may have against Lessor.

19 129172475v1
ARTICLE 17

NATURE OF AGREEMENT
The Lessor and the Lessee agree that it is their in tention that, for federal income tax purposes, the interest of the Lessor in the Equipme nt is as a secured party and the interest of the Lessee is as a debtor, and that the Lessor neither has nor will have any equity in the Equipment. It is the agreement of the Lessor and the Lessee that the aggregate rental payments provided for hereunder constitute the purchase price of the Equi pment together with the interest on the unamortized amount thereof over the term of this Lease Agreement, that each installment of Rental Payments constitutes principal and interest, which fully amortizes the purchase price of the Equipment, together with interest, over the term of this Lease Agreement, and that upon the due and punctual payment and performance of the rental payments and other amounts and obligations under this Lease Agreement, title to the Equipment shall vest permanently in Lessee as provided in this Lease Agreement, free and clear of any lien or security of the Lessor therein.

ARTICLE 18

OPTION TO PURCHASE
At the option of Lessee, and provided that no Event of Default has occurred and is continuing hereunder, Lessor’s interest in all, but not less than all, of the Equipment will be transferred, conveyed and assigned to Lessee, thereby vesting title to the Equipment permanently in Lessee, and this Lease shall terminate: (a) upo n payment in full of the rental payments and all other payments then due hereunder or (b) on any ren tal payment date hereunder, by paying to Lessor, in addition to the rental payment due on su ch date, an amount equal to the concluding payment (the “ Concluding Payment ”) shown for such rental payment date in the rental payment schedule in Schedule 1 to Exhibit B attached hereto. Lessee shall not have the option to purchase the Equipment hereunder as provided in the foregoin g clause (b) on any rental payment date hereunder for which a Concluding Payment is not sta ted in the rental payment schedule.

Notwithstanding anything to the contrary contained herein, the purchase option in this Article 18 is non-assignable and non-transferrable.

This option to purchase may be exercised by the Les see on any Payment Date on or after _________ __, 2033, and is conditioned upon:
(a) the Lessee’s having performed all of the terms and conditions of the Lease Agreement between the parties other than the paymen t of monies not yet due and payable under this Lease Agreement;
(b) the Lessee’s giving written notice to the Lessor of its election to exercise the option not less than thirty (30) days prior to the date of exercise of the option by the Lessee; and
(c) the Lessee’s payment of the Concluding Payment in cash at the time of the exercise of the option.

20 129172475v1
ARTICLE 19

MISCELLANEOUS

19.1 Waiver. No covenant or condition of this Lease Agr eement can be waived except by the written consent of the Lessor. Any failure of the Lessor to require strict performance by the Lessee or any waiver by the Lessor of any terms , covenants or agreements herein shall not be construed as a waiver of any other breach of the same or of any other term, covenant or agreement herein.

19.2 Severability. In the event any portion of this Lease Agreement shall be determined to be invalid under any applicable law, such provision shall be deemed void and the remainder of this Lease Agreement shall continue in full force and effect.

19.3 Governing Law. This Lease Agreement shall be const rued, interpreted and enforced in accordance with the laws of the State of California.

19.4 Notice. All notices made or required to be given pursuant to this Lease Agreement shall be in writing and shall be deemed duly served if and when mailed, certified or registered mail, postage prepaid, return receipt requested, to the other party at its address set forth above or at such other address as such party shall hereafter designate in writing.

If to the Lessor, address to:

Alliance Funding Solutions, Inc.
12520 High Bluff Drive, Suite 345
San Diego, California 92130
Attention: Brad Chapman
Email: [email protected]

If to the Lessee, address to:

City of Montebello
1600 W Beverly Boulevard
Montebello, California 90640
Attention: James Enriquez, Director/City Engineer
Email: [email protected]

19.5 Section Headings. All section headings contained h erein are for convenience of reference only and are not intended to define or li mit the scope of any provision of this Lease Agreement.

19.6 Entire Agreement. This Lease Agreement, together w ith any schedules hereto, constitutes the entire agreement between the partie s and shall not be modified, amended, altered or changed except by written agreement signed by the parties.

21 129172475v1

19.7 Binding Effect. Subject to the specific provisions of this Lease Agreement, this Lease Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

19.8 Further Assurances. The Lessee will promptly and duly execute and deliver to the Lessor such further documents, instruments and assu rances and take such further action as the Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Lease Agreement and to establish and protect t he rights and remedies created or intended to be created in favor of the Lessor hereunder.

19.9 Time. Time is of the essence of this Lease Agreement.

19.10 Counterparts. This Lease Agreement, and any exhibi t hereto, may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

19.11 No Third-Party Beneficiaries. This Lease Agreement and any documents or certificates executed in connection with, or pursua nt to it, are intended only for the benefit of the Lessor, the Lessee and the Escrow Agent, and no rig hts are intended, or shall be deemed to be, granted to any other parties thereby.

19.12 Exhibits. This Lease Agreement includes the Exhibits attached hereto, all of which Exhibits are made a part hereof for all purposes. Lessee and Lessor agree that if any Exhibit to this Lease Agreement contains blanks, the same shal l be completed correctly and in accordance with this Lease Agreement prior to or at the time of the execution and delivery thereof.

19.13 Electronic Transactions. The parties agree t hat the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such orig inal documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

19.14 Lessee’s Notice Filings Related to this Agree ment for SEC Rule 15c2-12. In connection with Lessee’s compliance with any contin uing disclosure undertakings (each, a “Continuing Disclosure Agreement”) entered into by Lessee on and after February 27, 2019, pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule”), Lessor acknowledges that L essee may be required to file with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system, or its successor (“EMMA”), notice that Lessee has incurred obligations under this Lease Agreement and notice of certain subsequent events reflecting fina ncial difficulties in connection with this Lease Agreement. Lessee agrees that it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive or confidential information about Lessor or its affiliates: address and account information of Lessor or its affiliate, e-mail addresses, telephone numbers, fax numbers, n ames and signatures of officers, employees and signatories of Lessor or its affiliates, or any account information for any related escrow agreement, unless otherwise required for compliance with the Rule or otherwise required by law.

22 129172475v1
Lessee acknowledges that Lessor is not responsible for Lessee’s compliance or noncompliance with the Rule or any Continuing Disclosure Agreement.
[Remainder of page intentionally left blank signature pages follow ]

23 129172475v1
IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be executed as of the day and year first above written.

LESSOR:

ALLIANCE FUNDING SOLUTIONS, INC. , a
California corporation
By: ______________________________
Name: Brad Chapman
Title: President

LESSEE:

CITY OF MONTEBELLO , a political subdivision
of the State of California
By: ______________________________
Name:

Title: Mayor

David N. Torres

Exhibit A-1
129172475v1

EXHIBIT A

DESCRIPTION OF EQUIPMENT
The Equipment shall mean HVAC, controls, transformer, building envelope and solar photovoltaic systems used to reduce the Lessee’s energy consumpt ion and generate electricity installed at various facilities pursuant to that certain Installation Agreement dated January __, 2023, between the City of Montebello and Alliance Building Soluti ons, Inc., together with all replacements, substitutions, repairs, restorations, modifications , attachments, accessions, additions and improvements thereof or thereto, and all insurance and/or proceeds therefrom. See also “Scope of Work” attached hereto for a further description of the Equipment. This Description of Equipment shall be deemed to be supplemented by the descripti ons of the Equipment included in the Certificate of Acceptance and Payment Requests submitted to Lessor for approval pursuant to the Escrow Agreement dated January __, 2023, among Less or, Lessee and Banc of California, as escrow agent, which descriptions shall be deemed to be incorporated herein.

Exhibit B-1
129172475v1

EXHIBIT B

EQUIPMENT SCHEDULE

1. Lease Agreement: Equipment Lease Purchase Agree ment dated as of January __, 2023, between the City of Montebello, as lessee, and Alliance Funding Solutions, Inc., as lessor.

2. Description of the Equipment: See Exhibit A .

3. Equipment Locations: See Scope of Work attache d to Exhibit A .

4. Principal Amount: $19,295,796.00.

5. Rental Payment Schedule: The Rental Payments fo r the Equipment shall be made as set forth in Schedule 1 to Exhibit B attached hereto.

6. Interest Rate: ______%

7. Commencement Date: January __, 2023

8. Final Rental Payment: _________________, 2042

9. Lessee’s current Fiscal Year extends from July 1 through June 30 of each year.

10. The terms and provisions of the Lease Agreement are hereby incorporated into this Equipment Schedule by reference and made a part hereof.

11. Lessee hereby represents, warrants, and covenan ts that (i) its representations, warranties, and covenants set forth in the Lease Agreement are true and correct as though made on the date of execution of this Equipment Schedule, (ii) sufficie nt funds have been appropriated by Lessee for the payment of all Rental Payments due under the Lease Agreement during Lessee’s current Fiscal Year, and (iii) there has been no Loss of Use or Occupancy or other event which would adversely impact the Lessee’s obligation to make Rental Payments.

CITY OF MONTEBELLO, ALLIANCE FUNDING SOLUTIONS,
as Lessee as Lessor

By: By:

Name: Name: Brad Chap man
Title: Mayor Title: President

David N. Torres

Exhibit B-2
129172475v1
SCHEDULE 1 TO EXHIBIT B

RENTAL PAYMENT SCHEDULE
Rental
Payment Date
Total
Rental Payment
Interest
Portion
Principal
Portion
Purchase
Price *
[INSERT RENTAL PAYMENT SCHEDULE]

_________________
* Lessee may exercise its option to purchase pursu ant to Article 18 of the Lease Agreement. Assumes that all Rental Payments and additional rentals due on and p rior to that date have been paid.

Exhibit C-1
129172475v1

EXHIBIT C

NOTICE AND ACKNOWLEDGEMENT OF

ASSIGNMENT OF LEASE AGREEMENT AND ESCROW AGREEMENT
Alliance Funding Solutions, Inc. (“ Lessor ”) and City of Montebello (“ Lessee ”) have entered into that certain Equipment Lease-Purchase Agreement dated as of January __, 2023 (the “Lease Agreement ”), under which Lessee has, or will have prior to i ts execution hereof, leased equipment (the “ Equipment ”) described therein.

Lessee hereby acknowledges that, pursuant to the te rms of the Lease Agreement, Lessor has assigned its right, title, and interest in and to the Lease Agreement, the leased Equipment, and the rental payments to Capital One Public Funding, LLC. (“ Assignee ”).

Lessee is hereby directed to pay any and all rental payments and other amounts due under the Lease Agreement to Assignee, as directed by Assignee, pursuant to the instructions contained in any invoice or notice. Lessee will also direct a ny and all correspondence, notice and servicing requests to the Assignee at the following address:

Capital One Public Funding, LLC
Address
Attention:

Email:

By signing this Notice and Acknowledgment, Lessee a grees that it will pay all rental payments and other amounts due under the Lease Agre ement as directed by Lessee without any set-off notwithstanding any defect in, damage to or requisition of any of the Equipment leased under the Lease Agreement, any other similar or dis similar event, any defense, set-off, counterclaim or recoupment arising out of any claim against Lessor or Assignee.

Lessee further acknowledges and agrees that Assigne e has not assumed any of Lessor’s obligations or duties under the Lease Agreement or made any warranties whatsoever as to the Lease Agreement or the Equipment. Lessee agrees th at no change may be made to the Lease Agreement without the prior written consent of Assignee.

Lessee acknowledges that Assignee is acting solely as Assignee for its own loan account and not as a fiduciary for Lessee or in the capacit y of broker, dealer, placement agent, municipal securities underwriter or municipal advisor. Assig nee has not provided, and will not provide, financial, legal, tax, accounting or other advice t o or on behalf of Lessee with respect to its purchase of the Lease Agreement. Lessee has sought and obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to the Lease Agreement from its financial, legal and other advisors (and not Assignee) to the extent that Lessee desired to obtain such advice.

By signing this Notice and Acknowledgment, Lessee warrants that its representations and warranties under the Lease Agreement are true and correct on the date hereof.

Exhibit C-2
129172475v1
Date: January __, 2023
ALLIANCE FUNDING SOLUTIONS, INC.

By:

Name:

Title:

CITY OF MONTEBELLO, as Lessee
By:

Name:

Title: Mayor

David N. Torres

Exhibit D-1
129172475v1

EXHIBIT D

INSURANCE CERTIFICATION
Alliance Funding Solutions, Inc.
12520 High Bluff Drive, Suite 345
San Diego, California 92130
January __, 2023
Re: Equipment Lease-Purchase Agreement dated as of January __, 2023 (the “Lease Agreement”), between the City of Montebello, as les see, and Alliance Funding Solutions, Inc., as lessor
In connection with the above referenced Lease Agree ment, the City of Montebello, as lessee (the “Lessee”) certifies that it has instructed the insurance agent named below:

Name of Agent: Public Risk Innovation, Solutions, a nd Management C/O Alliant Insurance Services, Inc.

Address: 18100 Von Karman Avenue, 10
th Floor
Irvine, CA 92612
Phone: (949) 756-0271
Fax: (619) 699-0901
License No.: 0C36861
to issue the following insurance coverages:

1. Liability Insurance . Lessee is required to maintain public liability insurance, personal injury and property damage with policy lim its of $3,000,000. The policy should be endorsed to name First Security Finance, Inc. and its successors and assigns, 521 President Clinton Avenue, Suite 80 0, Little Rock, AR 72201 (the “ Additional Insured ”) as an additional insured.

2. Casualty Insurance . Lessee is required to maintain all risk extended coverage, malicious mischief and vandalism insurance for the Equipment described in the above-referenced Lease Agreement in an amount not less than the greater of $19,295,796.00 or the full replacement co st of the Equipment. Such insurance shall be endorsed to name the Additional Insured and its successors and or assigns as an additional insured and co-loss payee with respect to such Equipment.

3. Rental Interruption Insurance . Lessee is required to mai ntain insurance against rental payment abatement and loss of use of the Equ ipment or portions thereof, with coverage equal to the maximum total rental pay ments payable by Lessee under the above-referenced Lease Agreement for any consecutive twenty-four (24 ) month period. Such insurance shall name the Addi tional Insured and its successors and assigns as an additional insured.

The required insurance should also be endorsed to g ive the Additional Insured at least 30

Exhibit D-2
129172475v1
days prior written notice of the effective date of any material alteration or cancellation of coverage, and an endorsement confirming that the interest of the Additional Insured shall not be invalidated by any actions, inactions, breach of warranty or conditions or negligence of Lessee.

Proof of insurance coverage will be provided to the Additional Insured prior to and/or commensurate with the later of the Commencement Dat e of the Lease Agreement or the delivery and acceptance of the Equipment.

Very truly yours,

CITY OF MONTEBELLO, as Lessee

By:

Name:

Title: Mayor

David N. Torres

Exhibit E-1
129172475v1

EXHIBIT E

ESSENTIAL USE CERTIFICATE
Alliance Funding Solutions, Inc.
12520 High Bluff Drive, Suite 345
San Diego, California 92130
January __, 2023
Re: Equipment Lease-Purchase Agreement dated as of January __, 2023, between the City of Montebello, as lessee, and Alliance Funding Solutions, Inc., as lessor

1. What is the specific use of the Equipment?

2. What increased capabilities will the Equipment p rovide?

3. Why is the Equipment essential to your ability t o deliver governmental services?

4. Does the Equipment replace existing equipment?
(If so, please explain why you are replacing the existing equipment)

5. Why did you choose this specific Equipment?

6. For how many years do you expect to utilize the Equipment?

Very truly yours,

City of Montebello, as Lessee
By:

Name:

Title: Mayor
David N. Torres

Exhibit F-1
129172475v1

EXHIBIT F

INCUMBENCY AND CLOSING CERTIFICATE
I, Christopher Jimenez, do hereby certify that I am the City Clerk of the City of Montebello (“ Lessee ”), which is a government organization duly establi shed and validly existing as a government organization in the State of California.

I hereby certify that, as of the date hereof, the i ndividual named below is the duly elected or appointed officer of the Lessee holding the offi ce set forth opposite his name. I further certify that:
(i) The signature set opposite such officer’s name and title is such officer’s true and authentic signature,
(ii) Such officer has the authority on behalf of Le ssee to:
a. Enter into that certain Equipment Lease-Purchase Agreement dated as of January __, 2023 (the “ Lease Agreement ”), between Lessee and Alliance Funding Solutions, Inc., as lessor, and that certain Escrow Agreement dated as of January __, 2023 (the “ Escrow Agreement ”) by and among Lessee, Alliance Funding Solutions, Inc., and Banc of California, as escrow agent; and b. Execute certificate, documents, and agreements r elating to the Lease Agreement and Escrow Agreement on behalf of Lessee.

N

AME T ITLE S IGNATURE

Mayor

(iii) The meeting of the governing body of Lessee a t which the Lease Agreement and the Escrow Agreement were approved and authorized t o be executed was duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate official approval, and the action approving the Lease Agreement and the Escrow Agreement and au thorizing the execution thereof has not been altered or rescinded. Attached hereto is a true and correct copy of the resolution or other documents constituting such official action, together with notice of public hearing.
(iv) Since June 30, 2021 (date of Lessee’s last aud ited financial statements), Lessee has not entered into any direct or contingent bond debt , lease, installment purchase or loan obligation, other than those listed below:
• ______________________________
• ______________________________
David N. Torres

Exhibit F-2
129172475v1
(v) The correct billing address for Rental Payments is as follows:

City of Montebello
1600 W. Beverly Boulevard
Montebello, CA 90640
Attention: ________________

IN WITNESS WHEREOF, I have duly executed this Certificate on behalf of the Lessee.

January __, 2023
By:

Name: Christopher Jimenez
Title: City Clerk

Exhibit G-1
129172475v1

EXHIBIT G
[Print on Counsel Letterhead]
OPINION OF LESSEE’S COUNSEL
January __, 2023
Alliance Funding Solutions, Inc.
12520 High Bluff Drive, Suite 345
San Diego, California 92130
Re: Equipment Lease-Purchase Agreement dated as of January __, 2023, between the City of Montebello, as lessee, and Alliance Funding Solutions, Inc., as lessor

Ladies and Gentlemen:

As counsel to the City of Montebello (the “ Lessee ”), I have examined that certain Equipment Lease-Purchase Agreement dated as of Janu ary __, 2023 (the “ Lease Agreement ”), between the Lessee and Alliance Funding Solutions, Inc., as lessor (“ Lessor ”), the Escrow Agreement dated as of January __, 2023, together wi th the form of Certificate of Acceptance and Payment Request (collectively, the “ Escrow Agreement ”), the Installation Agreement dated January __, 2023 (the “Installation Agreement” ), between the Lessee and Alliance Building Solutions, Inc., the proceedings taken by the Governing Body of the Lessee to authorize on behalf of the Lessee the execution and delivery of the Lea se Agreement, the Escrow Agreement and the Installation Agreement, and such other documents and matters of law as I have deemed necessary in connection with the following opinions. The Lease Agreement, the Escrow Agreement and the Installation Agreement are herein collectively refe rred to as the “ Transaction Documents .” Based upon the foregoing examination and upon an ex amination of such other documents and matters of law as we have deemed necessary or appropriate, I am of the opinion that:

1. The Lessee is a political subdivision of the Sta te of California and operates under a Governing Board, and the laws of the State of California with full power and authority to purchase the Equipment and to enter into the Transaction Documents and perform its obligations thereunder.

2. The Transaction Documents have each been duly au thorized, executed, and delivered by the Lessee. Assuming due authorizatio n, execution and delivery thereof by Lessor, the Transaction Documents constitute legal, valid, and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors’ rights generally.

3. The Equipment to be leased pursuant to the Lease Agreement constitutes personal property and, when subjected to use by the Lessee, will not be a fixture under applicable law.

Exhibit G-2
129172475v1

4. The Lessee has complied with any applicable publ ic bidding requirements and other applicable State of California and federal laws, in cluding [Note to Counsel: reference applicable California energy savings statute], in connection w ith the Transaction Documents and the transactions contemplated thereby. By proper action, the Governing Body of the Lessee authorized the execution and delivery of the Transaction Documents and certain other matters, which actions were duly taken at a meeting that was held in compl iance with all applicable laws relating to the holding of open and public meetings.

5. No litigation or proceeding is pending or, to th e best of my knowledge, threatened to restrain or enjoin the execution, delivery, or p erformance by the Lessee of the Transaction Documents or in any way to contest the validity of the Transaction Documents, to contest or question the creation or existence of the Lessee or the Governing Body of the Lessee or the authority or ability of the Lessee to execute or de liver the Transaction Documents or to comply with or perform its obligations thereunder, or the security interest of Lessor or its assigns, as the case may be, in the Equipment. There is no litigat ion pending or, to the best of my knowledge, threatened seeking to restrain or enjoin the Lessee from annually appropriating sufficient funds to pay the Rental Payments or other amounts contemplated by the Lease Agreement or which would cause a Loss of Use or Occupancy, which would affec t Lessee’s obligations to make payments under the Lease Agreement.

6. The entering into and performance of the Transac tion Documents do not and will not violate any judgment, order, law, or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest, o r other encumbrance upon any assets of the Lessee or on the Equipment (as such term is defined in the Lease Agreement) pursuant to any indenture, mor tgage, deed of trust, bank loan or credit agreement, or other instrument to which the Lessee is a party or by which it or its assets may be bound. Notwithstanding the foregoing, upon the due and timely filing of a UCC-1, the Lessor will have a perfected security interest in the Equipment.

7. The authorization, execution, delivery and perfo rmance of the Transaction Documents by the Lessee do not require submission t o, approval of, or other action by any governmental authority or agency which action has not been taken and is final and non-appealable.

Capitalized terms used herein shall have the same m eanings set forth in the Lease Agreement. This opinion may be relied upon by Lessor and purchasers and assignees of Lessor’s interests in the Lease Agreement.

Respectfully submitted,

Exhibit H-1
129172475v1

EXHIBIT H
Tax Opinion – Form to be provided by Tax Counsel
[Please provide draft for review.]

Exhibit I-1
129172475v1

EXHIBIT I

INTENTIONALLY OMITTED

Exhibit J-1
129172475v1

EXHIBIT J
Post Issuance Tax Compliance Procedures – Form to be provided by Tax Counsel

Exhibit K-1
129172475v1

EXHIBIT K

ESCROW AGREEMENT
LESSOR:

Alliance Funding Solutions, Inc.
12520 High Bluff Drive, Suite 345
San Diego, California 92130
ESCROW AGENT:

Banc of California
10100 Santa Monica Boulevard, Suite 2500
Los Angeles, California 90067

LESSEE:

City of Montebello
1600 W Beverly Boulevard
Montebello, California 90640

THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made as of January __, 2023, by and among Alliance Funding Solutions, Inc. (“Lessor”), the City of Montebello (“Lessee”), and Banc of California (the “Escrow Agent”).

Lessor and Lessee have heretofore entered into that certain Equipment Lease-Purchase Agreement dated as of January __, 2023 (including all exhibits thereto, the “Lease Agreement”).

The Lease Agreement contemplates that Lessor will d eposit with the Escrow Agent the amount of $19,295,796.00 (the “Deposit Amount”), for deposit into the escrow fund (the “Escrow Fund”), to be held in escrow by the Escrow Agent and applied on the express terms and conditions set forth herein. Such deposit into the Escrow Fun d, together with all interest and additions received with respect thereto, is to be applied fro m time to time to pay the vendor(s) or manufacturer(s) of the Equipment (as defined in the Lease Agreement) its invoice cost (a portion of which may, if required, be paid prior to final a cceptance of the Equipment by Lessee) and to pay certain costs of entering into the Lease Agreem ent. The Escrow Agent shall have no responsibility to review the purpose of any disburs ement. Lessee has granted to Lessor a first priority and perfected lien on and security interest in the Escrow Fund and any all proceeds, interest and other earnings thereon and investments therein to the Lessor by virtue of the execution of this Escrow Agreement and the Lease Agreement without th e need for any additional filings or financing statements.

The parties desire to set forth the terms on which the escrow is to be created and to establish the rights and responsibilities of the parties hereto.

NOW, THEREFORE, the parties agree as follows:

1. The Escrow Agent hereby agrees to serve as escrow a gent upon the terms and conditions set forth herein.

2. There is hereby created a special account to be kno wn as the “City of Montebello Escrow Fund” (the “Escrow Fund”) to be held in trust by the Escrow Agent for the purposes stated herein, for the benefit of Lessor and Lessee, to be held, disbursed and returned in accordance with the terms hereof.

Exhibit K-2
129172475v1
To the limited extent required to perfect the first , priority security interest granted by Lessee to Lessor in the cash and negotiable instrum ents from time to time held in the Escrow Fund, Lessor hereby appoints the Escrow Agen t as its security agent, and the Escrow Agent hereby accepts the appointment as secu rity agent, and agrees to hold physical possession of such cash and negotiable instruments on behalf of Lessor.

3. On the Commencement Date (as defined in the Lease A greement), Lessor shall deposit with the Escrow Agent the amount of the Deposit Amount to be held by the Escrow Agent on the express terms and conditions set forth herei n. The Escrow Agent agrees to accept the deposit of the Deposit Amount by Lessor with the Escrow Agent, and further agrees to hold the amount so deposited together with all inte rest and other additions received with respect thereto in escrow on the express terms and conditions set forth herein.

4. The Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for that express purpose, which shall be clearly id entified on the books and records of the Escrow Agent as being held in its capacity as Escrow Agent. Deposits held in the Escrow Fund from time to time shall be held or registered in the name of the Escrow Agent (or its nominee).

4. Lessee hereby directs the Escrow Agent to invest the cash held in the Escrow Fund from time to time in a Banc of California non-interest b earing demand deposit account with no fees or costs or, in the event such fund is not at the time available, such other investments as Lessee may specify in writing, to the extent the same are at the time legal for investment of the funds being invested. No investment shall b e made that would cause the Lease Agreement to be deemed to be an arbitrage bond with in the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended.

5. Lessor and Lessee hereby authorize the Escrow Ag ent to take the following actions with respect to the Escrow Fund:
a. From time to time, the Escrow Agent shall pay vi a wire transfer the vendor or manufacturer of the Equipment payments then due and payable, or reimburse Lessee for amounts that it has paid to the vendor or manufacturer of the Equipment, upon receipt of the following: (a) a duly executed Certificate of Acceptance and Payment Request in the form attached as Exhibit A h ereto executed by the Lessee and approved for payment by the Lessor, (b) the ven dor(s) or manufacturer(s) invoice(s) specifying the acquisition price of the Equipment described in the requisition request, and (c) any additional documen tation required by Lessor.

Escrow Agent will rely solely upon a duly executed Certificate of Acceptance and Payment Request in the form attached as Exhibit A h ereto executed by the Lessor and Lessee in order to disburse funds within 3 business days of receipt, and Escrow Agent shall make the payments described in such document without further inquiry.

Without limiting the foregoing, Lessor shall not be required to approve any such payment unless and until Lessee shall have provided or caused to be provided to Lessor (i) certificates of insurance evidencing cov erage in accordance with the Lease Agreement and satisfactory to Lessor; and (ii ) payment and performance bonds naming Lessor and its successors and assigns as an additional obligee and

Exhibit K-3
129172475v1
issued by a surety company rated “A” or better by AM Best in form and substance satisfactory to Lessor. Further, Lessee agrees with Lessor that no moneys shall be disbursed from the Escrow Fund until Lessee has pro vided to Lessor evidence of payment of the portion of costs of the Equipment to be paid by Lessee from its own funds pursuant to Article 8 of the Lease Agreement.
b. If Lessor provides to the Escrow Agent (with a c opy to Lessee) written notice of the occurrence of an Event of Default by Lessee, the Escrow Agent shall thereupon remit to Lessor the entire balance of the Escrow Fu nd pursuant to written instructions provided by Lessor to Escrow Agent.
c. Upon receipt by the Escrow Agent of a duly execu ted Certificate of Acceptance and Payment Request identified as the final such request, the remaining moneys in the Escrow Fund shall, first be applied to all reasonable fees and expenses incurred by the Escrow Agent, if applicable, in connection h erewith as evidenced by its statement forwarded to Lessor and Lessee; and second, be paid to Lessor for application on any Rental Payment Date to all of t he remaining Rental Payments due and owing in the succeeding twelve (12) months and any remaining amounts shall be applied by the Lessor as prepayment to the remaining principal balance owing under the Lease Agreement in inverse order of Rental Payment Dates, unless Lessor directs that payment of such amount be made in such other manner directed by Lessor that, in the opinion of nationally recogn ized counsel in the area of tax exempt municipal obligations satisfactory to Lessor , will not adversely affect the exclusion of the interest components of Rental Paym ents from gross income for federal income tax purposes. If any such amount is used to prepay principal, the Payment Schedule attached to the Lease Agreement will be revised accordingly as specified by Lessor. Notwithstanding the foregoing, in no event shall this Section 5(c) apply except in the event of a full and final prepayment of the Equipment according to the Rental Payments set forth in the Payment Schedule attached to the Lease Agreement. For sake of clarity, there shall be no distribution of any moneys contained in the Escrow Fund for any partial prepayment for Rental Payments.

6. The Escrow Agent shall have no liability for act ing upon any written instruction presented by Lessee and/or Lessor in connection with this Escrow Agreement that the Escrow Agent in good faith believes to be genuine. Furthermore, the Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement except for its own gross negligence, willful misconduct, or bad faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a result of the investments made pursuant to Section 4.

7. To the extent authorized by law, Lessee hereby a gree to indemnify and save the Escrow Agent harmless against any liabilities that it may incur in the exercise and performance of its powers and duties hereunder and that are not due to the Escrow Agent’s gross negligence or willful misconduct. No indemnification will be made under this Section or elsewhere in this Escrow Agreement for damages arising solely out of gross negligence, willful misconduct, or bad faith by the Escrow Agent, its o fficers, agents, employees, successors or assigns.

Exhibit K-4
129172475v1

8. The Escrow Agent may at any time resign by givin g at least 30 days’ prior written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of the successor Escrow Agent, with such appointment to ta ke place not later than 90 days after Escrow Agent’s resignation If such appointment doe s not timely occur, Escrow Agent shall be entitled to file a suit in interpleader in Orange County, California, and the Lessee agree to indemnify Escrow Agent for all costs (including and not limited to attorneys’ fees) arising out of or relating to such action in interp leader. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In additio n, the Escrow Agent may be removed at any time, with or without cause, by instrument in writing executed by Lessor and Lessee.

Such notice shall set forth the effective date of the removal. In the event of any resignation or removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent.

Upon the effective date of resignation or removal, the Escrow Agent will transfer the Escrow Fund then held by it to the successor Escrow Agent selected by Lessor and Lessee.

9. This Escrow Agreement shall terminate upon recei pt by the Escrow Agent of the written notice from Lessor specified in Section 5(b) or Section 5(c) hereof.

10. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, or by mutually recognized overnight carrier addressed to the other party at its respective address shown on page 1 of this Escrow Agreement or at such other address as such party shall from time to time designate in writing to the other parties; and shall be effective on the date or receipt.

11. This Escrow Agreement shall inure to the benefi t of and shall be binding upon the parties hereto and their respective successors and assigns. No rights or obligations of the Escrow Agent under this Escrow Agreement may be assigned without the prior written consent of Lessor and Lessee.

12. This Escrow Agreement constitutes the entire ag reement between the parties hereto with respect to the subject matter hereof, and no waiver , consent, modification, or change of terms hereof shall bind any party unless in writing signed by all parties.

13. The Escrow Agent may employ agents, attorneys a nd accountants in connection with its duties hereunder and shall not be liable for any ac tion taken or omitted in good faith in accordance with the advice of counsel, accountants, or other skilled persons.

14. This Escrow Agreement shall be governed by and be construed and interpreted in accordance with the internal laws of the State of California.

15. This Escrow Agreement may be executed in severa l counterparts, each of which so executed will be an original. In addition, the par ties agree that the transaction described herein may be conducted and related documents may b e stored by electronic means.

Copies, telecopies, facsimiles, electronic files and other reproductions of original executed

Exhibit K-5
129172475v1
documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.
[Remainder of page intentionally left blank]

Exhibit K-6
129172475v1
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above set forth.

LESSOR: ALLIANCE FUNDING SOLUTIONS,
INC.

By:

Name: Brad Chapman
Title: President

LESSEE: CITY OF MONTEBELLO

By:

Name:

Title: Mayor
ESCROW AGENT ESCROW AGENT: BANC OF CALIFORNIA

By:

Name: Jacqueline Russell
Title: Senior Director, Relationship Manager

David N. Torres

C
ERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST 1
129172475v1

EXHIBIT A TO ESCROW AGREEMENT

CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST
The following payment request is directed to Banc of California (the “ Escrow Agent ”), as escrow agent under that certain Escrow Agreement dated as of January __, 2023 (the “ Escrow Agreement ”), between the City of Montebello (“ Lessee ”), Alliance Funding Solutions, Inc. (together with its successors and assigns, “ Lessor ”), and the Escrow Agent.

The Escrow Agent is hereby requested to pay from th e Escrow Fund established and maintained under the Escrow Agreement the amount set forth bel ow to the named payee(s). The amount shown is due and payable under a purchase order or contract (or has been paid by and not previously reimbursed to Lessee). The equipment described below is part or all of the Equipment leased pursuant to that certain Equipment Lease-Pur chase Agreement and Equipment Schedule both dated January __, 2023 (the “ Lease Agreement ”), between Lessor and Lessee:

QUANTITY

DESCRIPTION OF

UNITS OF

EQUIPMENT AMOUNT PAYEE

Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the Equipment described above: (i) except for the amounts due and owing to Lessor pursuant to Lessor’s mobilization, engineering, predevelopment, bonding and insurance invoice, the amount to be disbursed is not being paid in advance of the time, if any, fixed for any payment, and does not include any retained percentage entitled to be retained by Lessee at this time; (ii) no amount requested to be disbursed was included in any payme nt request previously filed with the Escrow Agent for which payment was actually made by the Es crow Agent; (iii) Lessee has made such investigation of such sources of information as are deemed necessary and is of the opinion that the applicable portion of the Equipment and related wor k has been fully paid for, and no claim or claims exist against the Lessee or the Vendor out o f which a lien based on furnishing labor or material exists or might arise; (iv) acquisition an d installation of the applicable portion of the Equipment for which payment is being requested has been completed in accordance with plans and specifications approved by the Lessee and in accordance with the terms and conditions of the Installation Agreement dated January __, 2023 (the “Installation Agreement”), between Lessee and Alliance Building Solutions, Inc., and said applicable portion of the Equipment is suitable and sufficient for the expected uses thereof, however, this statement is made without prejudice to any rights against third parties which exist at the dat e hereof or which may subsequently come into being; (v) the amount remaining in the Escrow Fund will, after payment of the amount requested, be sufficient to pay the remaining costs of the Equ ipment; (vi) a present need exists for the Equipment, which need is not temporary or expected to diminish in the near future; (vii) the Equipment is essential to and will be used by Lesse e only for the purpose of performing one or more governmental functions of Lessee consistent wi th the permissible scope of Lessee’s authority; (viii) the estimated useful life of the Equipment based upon the manufacturer’s

C
ERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST 2
129172475v1
representations and Lessee’s projected needs is not less than the term of the Lease Agreement; (ix) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as of the date of this Certificate; (x) the Equipment is covered b y insurance in the types and amounts required by the Lease Agreement; (xi) no Event of Default, as such term is defined in the Lease Agreement, and no event that with the giving of notice or laps e of time or both, would become an Event of Default, has occurred and is continuing on the date hereof; and (xii) sufficient funds have been appropriated by Lessee for the payment of all renta l payments due under the Lease Agreement during Lessee’s current Fiscal Year.

Based on the foregoing, the Escrow Agent is hereby authorized and directed to fund the acquisition of the Equipment set forth above by pay ing, or causing to be paid, the manufacturer(s)/vendor(s) the amounts set forth on the attached invoices from the Escrow Fund held under the Escrow Agreement in accordance with its terms.

The following documents are attached hereto and mad e a part hereof: (a) Original Invoice(s) and (b) lien waivers, if applicable.

IF REQUEST IS FOR REIMBURSEMENT, CHECK HERE . Lessee paid an invoice prior to the Commencement Date identified in the Le ase Agreement and is requesting reimbursement for such payment. A copy of evidence of such payment together with a copy of Lessee’s declaration of official intent and other e vidence required by Lessor prior to Lessor’s approval hereof that Lessee has satisfied the requi rements for reimbursement set forth in Treas.

Reg. 1.150-2 is hereby attached. Lessor’s approval hereof shall evidence that Lessee has delivered to Lessor such required documentation.

[Remainder of page intentionally left blank]

C
ERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST 3
129172475v1
IF REQUEST IS FINAL REQUEST, CHECK HERE ___. Lessee hereby certifies that (a) all of the Equipment described in the Lease Agreement has been received in good condition and has been installed in accordance with the Installation Agreement, (b) such Equipment is accepted “AS- IS, WHERE-IS”; (c) Lessee has inspected the Equipme nt, and determined that it is in good working order and complies with all purchase orders, contracts and specifications; (d) Lessee has fully and satisfactorily performed all covenants and conditions to be performed by it as of this date under the Lease Agreement with regard to such Equipment; (e) Lessee waives any right to revoke its acceptance; and (f) the Equipment is fully insu red in accordance with the Lease Agreement.

This certificate is made without prejudice to any rights against third parties which may exist as of the date hereof or which may subsequently come into being.

Date: ______________
Approved for Payment:
_____________, as Lessor CITY OF MONTEBELLO, as Les see

By:

By:

Name: Name:

Title: Title: Mayor

David N. Torres

SCHEDULE A TO ESCROW AGREEMENT
129172475v1
SCHEDULE A TO ESCROW AGREEMENT:

NOTICE AND ACKNOWLEDGEMENT OF

ASSIGNMENT OF ESCROW AGREEMENT
Alliance Funding Solutions, Inc. (“ Lessor ”), City of Montebello (“ Lessee ”), and Banc of California (“ Escrow Agent ”) have entered into an Escrow Agreement dated as o f January __, 2023 (the “ Escrow Agreement ”), pursuant to which Lessor, or its Assignee (as d efined below), has deposited cash into the Escrow Fund established thereunder, which funds are to be used by Lessee to acquire certain Equipment.

Escrow Agent is hereby notified that Lessor has ass igned all of its right, title, and interest in and to the Escrow Agreement to Capital One Public Fundi ng, LLC. (“ Assignee ”), including, in particular, but without limitation, Lessor’s security interest in the Escrow Fund and Lessor’s right to approve all payment requests submitted by Lessee.

Any and all correspondence and notices to be delive red by Escrow Agent to Assignee should be provided to Assignee as set for the below:

Capital One Public Funding, LLC
Address
Attention:

Email:

Date: January __, 2023
LESSOR: ALLIANCE FUNDING SOLUTIONS,
INC.

By:

Name: Brad Chapman
Title: President

Acknowledged:

ESCROW AGENT: BANC OF CALIFORNIA

By:

Name: Jacqueline Russell
Title: Senior Director, Relationship Manager

Exhibit L-1
129172475v1

EXHIBIT L

RESOLUTION AND AFFIDAVIT OF PUBLICATION FOR
NOTICE OF PUBLIC HEARING– TO BE PROVIDED BY
LESSEE

Exhibit M-1
129172475v1

EXHIBIT M
IRS FORM 8038-G
[To be prepared and filed by Tax Counsel--Please provide draft for review.]

Exhibit N-1
129172475v1

EXHIBIT N

CLOSING MEMORANDUM/PAYMENT PROCEEDS DIRECTION
$19,295,796.00 LEASE FOR ENERGY CONSERVATION EQUIPMENT

PURSUANT TO EQUIPMENT LEASE -PURCHASE AGREEMENT AND EQUIPMENT SCHEDULE THERETO BOTH DATED JANUARY __, 2023

BETWEEN CITY OF MONTEBELLO , AS LESSEE , AND
ALLIANCE FUNDING SOLUTIONS , INC ., AS LESSOR

Pre-Closing: Pre-Closing will be held at the Lessee’s convenien ce, on or before January __, 2023. All documents will be executed and two originals will be overnighted to Alliance Funding Solutions, Inc., Attn.: Brad Chapman 12520 High Blu ff Drive, Suite 345, San Diego, California 92130, for delivery no later than 9:00 am on the mo rning of January __, 2023 and held in trust until such time as the wires and original documents are released by the Parties.

Closing: (1) By wire transfer, on the morning of January __, 2023, the Lessor shall wire or cause to be wired the Total Lease Proceeds in the amount of $19,295,796 to the Escrow Agent, as follows:

Bank Name: Banc of California, N.A.

ABA No: _____________
Account No _____________
Account Name: _____________
(2) After receipt of the wire from Lessor referenced above, on January __, 2023, the Escrow Agent is authorized by Lessee to transfer via wire the Issuance Costs in the amount of $25,000 to Lessor as follows:

Bank Name: American River Bank
ABA Number: 121140263
Account Number: 310045298
Account Name: Alliance Funding Solutions, Inc.

Alliance Funding Solutions, Inc. will confirm disbu rsement of funds to the Lessee’s escrow account and then release all of the original docume nts held in trust to its assignee and forward a copy to the Lessee.

Exhibit N-2
129172475v1
Sources and Uses of Funds:

Principal Amount of Lease $19,295,796.00
TOTAL SOURCES $19,295,796.00
Total Equipment Cost: $18,797,327.00
Issuance Costs: 25,000.00
TOTAL LEASE PROCEEDS $19,295,796.00
Attest:

CITY OF MONTEBELLO
By: ____________________________
Name:

Title: Mayor

David N. Torres

12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com P a g e | 1
Contractor’s License # 1008135

MEASUREMENT AND VERIFICATION AGREEMENT
FOR

CITY OF MONTEBELLO

SCOPE OF SERVICES

TERMS AND CONDITIONS

ATTACHMENTS:

Attachment 1 – Guaranteed Savings Measurement & Verification • Savings Guarantee
• Measurement and Verification Methods
• Selected Measurement and Verification Options
• IPMVP Option A M&V Plan
• IPMVP Option C M&V Plan

Attachment 2 – Utility Baseline Summary

Attachment 3 – Energy Efficiency and Renewable Project Cashflow

12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com P a g e | 2
Contractor’s License # 1008135

MEASUREMENT & VERIFICATION AGREEMENT
This Measurement and Verification (“M&V”) Agreement (“Agreement”) dated / / (“Effective Date”) is made by and between:

and

SCOPE OF SERVICES
Energy Savings Measurement & Verification Service:
“ABS” will provide measurement and verification services of the energy savings associated with “Purchaser” Energy Retrofit and Renewable Installation, as described in “Scope of Work ” attached to the Installation Agreement . Energy Savings M&V reports will be provided to the “Purchaser” on an annual basis for the term specified below.

Term:

This Service Agreement shall commence upon the completion and acceptance of the Purchaser energy retrofit and renewable energy installation project and receipt of final payment for the Contract and shall continue for an initial term of (1) year. The “Purchaser” may elect to enter into further extended terms upon written notice provided to ABS not less than thirty (30) days prior to termination of the initial term. If the “Purchaser” fails to provide ABS with a written notice of extension prior to the end of the initial term or any subsequent extensions, the M&V Agreement shall be considered terminated. Once terminated, the M&V Agreement cannot be renewed. The “Purchaser” may terminate this service agreement at any time with a (30) day written notice.

However, termination of this agreement will void any savings guarantee associated with this project.

Charges:

This Agreement shall be billed once per year is due and payable 30-days after “Purchaser’s” receipt of invoice. The annual Service Agreement charge is $0 for the first year, $15,000 for the second year, $20,000 for the third year, $25,000 for the fourth year and escalated at 4% annually for every subsequent year thereafter. This rate does not include taxes.

City of Montebello
(“Purchaser”) with its principal place of business at
1600 W Beverly Blvd, Montebello, CA 90640
Alliance Building Solutions, Inc.
(“ABS”) with its principal place of business at
12520 High Bluff Drive, Ste 345, San Diego, CA 92130

12520 High Bluff Drive Suite 345, San Diego, CA 92130 M&V Agreement www.absenergy.com P a g e | 3
Contractor’s License # 1008135

TERMS AND CONDITIONS
I. General Provisions:

I.1 Unless stated otherwise, the services provided under this Agreement shall be provided during “ABS” normal business hours. Normal business hours are Monday through Friday, 7:00AM to 4:00PM, excluding holidays. “ABS” will coordinate with the “Purchaser” so that any variations in these normal business hours necessitated by “Purchaser” Schedules can be accommodated.

I.2 The “Purchaser” shall provide reasonable means of access to the equipment being measured or verified. “ABS” shall not be responsible for any removal, replacement, or refinishing of the building structure, if required to gain access to the equipment. “ABS” shall be permitted to start and stop all equipment necessary to perform the services herein described as arranged with the “Purchaser’s” representative. “ABS” will obtain agreement from the “Purchaser’s” representative prior to any starting or stopping of equipment.

I.3 This Agreement shall supersede any previous Measurement and Verification Agreements accepted and approved by the “Purchaser” and “ABS.”
I.4 This Agreement, when accepted in writing by the “Purchaser” and approved by an authorized “ABS” representative, shall constitute the entire Agreement between the two (2) parties.

II. Charges:

II.1 For services not covered by this Agreement but performed by “ABS” upon the “Purchaser’s” prior written authorization, the “Purchaser” agrees to pay “ABS”’s invoice(s) 30 days after receipt of invoice. Failure to pay the invoice within 30 days after receipt will result in a 10% late payment penalty and failure to pay within 60 days will result in forfeiture of the entire agreement.

II.2 If emergency service is requested by the “Purchaser” and inspection does not reveal any defect for which “ABS” is liable under this Agreement, the “Purchaser” will be charged at “ABS”’s current emergency charge rates.

III. Limitations of Liability:

III.1 Neither party shall be liable for any loss, delay, injury, or damage that may be caused by circumstances beyond its control including, but not restricted to; acts of God, war, civil commotion, acts of government, fire, theft, corrosion, floods, lightning strikes, freezes, strikes, lockouts, di fferences with workmen, riots, explosions, quarantine restrictions, delays in transportation, shortage of vehicles, fuel, labor or materials, or malicious mischief. IN NO

EVENT, SHALL EITHER PARTY BE LIABLE FOR BUSINESS INTERRUPTION, LOSSE S, CONSEQUENTIAL , INDIRECT, SPECIAL OR SPECULATIVE DAMAGES.

III.2 “ABS” shall not be required to make safety tests, install new devices, or make modifications to any equipment to comply with recommendations or directives of insurance companies, governmental bodies, or for other reasons.

III.3 Section removed
III.4 “ABS” warrants that for equipment furnished and/or installed but NOT manufactured by “ABS”, “ABS” will extend the same warranty and terms and conditions, which “ABS” received from the manufacturer of said equipment.

III.5 This agreement pre -supposes that all equipment is in satisfactory working order. Should any equipment be in need of repair, “ABS” will have ninety (90) days to make such repair. If the “Purchaser” does not authorize “ABS” to make the repairs or if the “Purchaser” does not have the work performed, the equipment will be eliminated from coverage and the Agreement saving will be adjusted. Maintenance of existing equipment and systems is the responsibility of the “Purchaser”. Failure to properly maintain equipment and systems can result in reduced energy efficiency and may necessitate a baseline energy adjustment III.6 The amount of any present or future sales, use, occupancy excise, or other tax (federal, state or local) which “ABS” hereafter shall be obligated to pay, either on its own behalf or on the behalf of the “Purchaser” (shall reasonably assist “ABS” in determining the applicable requirements, it shall be “ABS”’s sole responsibility for determining and complying with all applicable laws, regulations and standards.) or otherwise, with respect to the services covered by this Agreement, shall be paid by the “Purchaser”.

III.7 If the equipment or software included under this Agreement is altered, modified, or changed by a party other than “ABS”, this Agreement shall be modified to incorporate such changes the Agreement price and/or Savings shall be adjusted accordingly.

III.8 Following twelve (12) months of service or any time thereafter, if individual item(s) cannot, in “ABS”’s opinion, be properly repaired on-site because of excessive wear, deterioration or an Act of God that is out of “ABS” control. “ABS” may withdraw the item(s) from coverage upon ninety (90) days prior written notice. Energy savings may be adjusted accordingly.

III.9 This agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California.

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IV. Miscellaneous Provisions:

IV.1 The services provided hereunder may occur on active “Purchaser” sites. As such, “ABS” shall ensure that its services on and around the “Purchaser” site comply with all applicable laws, regulations and standards including but not limited t o, the fingerprinting requirements and any other legal requirements which maybe applicable to “ABS”’s activities on or about the “Purchaser” sites. The “Purchaser” shall reasonably assist “ABS” in determining the applicable laws, regulations and stands. If, at any time prior to completion of the Scope of Services, the “Purchaser” determines that there possibly might be more than limited contact between “ABS” and any minor - aged Purchaser student, the “Purchaser” may, in its sole discretion, require that “ABS” complies with the requirements of Education Code Section 45125.1, regardless of whether such requirements are otherwise applicable. In such event, “ABS” at its sole cost and expense, and without additional c ompensation from “Purchaser”, shall comply with all California Department of Justice guidelines and requirements with respect to fingerprinting of “ABS” officers, employees, agents, or other representatives who will or might be present on or at the “Purchaser” facility.

IV.2 Dispute Resolution:

IV.2.1 Disputes: This section shall apply to any disputes arising under our related to this Agreement (whether arising in contract, tort or otherwise, and whether arising at law or in equity including (a) any dispute regarding the performance, validity or enforceability of any provision of this Agreement or whether any party is in compliance with, or breach or, any provisions of this Agreement and (b) the applicability of this Section to a particular dispute. Any dispute to whi ch this section applies is referred to herein as a “Dispute”
IV.2.2 Negotiation to Resolve Disputes: If a dispute arises, the Parties shall attempt to resolve such dispute through the following procedure.

IV.2.2.1 First, the representatives of each of the Parties shall promptly meet (whether by phone or in person) in a good faith attempt to resolve the Dispute; IV.2.2.2 Second, if the Dispute is still unresolved after 20 days following the commencement of the negotiations described in Section 4.2.2.1 then a designated executive officer to each party shall meet (whether by phone or in person) in a good faith attempt to resolve the Dispute;
IV.2.2.3 Third, if the Dispute is still unresolved after 10 days following the commencement of the negotiations described in Sectio n 4.2.2.2, then either Party may submit such Dispute to litigation;
IV.2.2.4 The venue for any Dispute arising from or relating to this Agreement that is adjudicated pursuant to this Section 4.2.2.4 shall be arbitrated in Los Angeles, California. Any Dispute arising from or relating to this Agreement that is adjudicated pursuant to this Section

4.2.2.4 shall be arbitrated in Los Angeles, California. The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, and judgment on any award may be entered in any court of competent jurisdiction. If the Parties agree, a mediator may be consulted prior to arbitration; IV.2.2.5 Pending a final resolution of a Dispute, the Parties shall each proceed diligently and faithfully with performance of their respective obligations under this Agreement.

IV.3 Indemnification:

The Parties hereto agree to defend, indemnify, and hold harmless the other Party, it’s employees, agents, officials, officers and directors from any and all liabilities, claims, expenses, losses or damages, including attorney’s fees which may arise in connection with the work herein specified and which are caused in whole or in part by the negligent act or omi ssion of the indemnifying Party. To the extent it may lawfully do so, the Parties hereby indemnify, defend (with counsel of it choosing), and holds harmless the other party and its affiliates, directors, representatives, agents, officers, employees and volunteers from and against any and all liability or claim of liability, loss or expense, including defense costs and legal fees and claims for damages of whatsoever character, nature and kind, whether directly or indirectly arising from any third party actions from injury to or death of persons, and damage to or loss of property to the extent caused by or arising out the connected with an act or omission of the indemnifying party, or an agent, invitee, guest, employee, or anyone in, on or about he “Purchaser” sites, including, but not limited to, liability, expense, and claims for: bodily injury, death, personal injury, or property damage caused by negligence, creation or maintenance of a dangerous condition of property, breach of express or implied warranty of product, defectiveness of product, or intention al infliction of harm, including any workers’ compensation suites, liability, or expense, arising from or connected with services performed by, or on behalf of the indemnifying party, by any person pursuant to this Agreement; nonpayment for labor materials , appliances, teams or power, performed on, or furnished or contributed to the “Purchaser” sites. Notwithstanding

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the above, neither party shall be required to defend, indemnify and hold harmless the other for its own negligent acts and omissions’ or willful misconduct. It is the intent of the Parties that were negligence is determined to have been joint or contributory, principles of comparative negligence will be followed, and each Party shall bear the proportionate cost of any loss damage, expense or liability attributable to that Party’s negligence.

V. Occupational Safety and Health: The Parties hereto agree to notify each other immediately upon becoming aware of any alleged violations of, the Occupational Safety and Hea lth Act (OSHA) relating in any way to the project or project site.

VI. Audits: In accordance with Government Code Section 8546.7, the State has the right to examine, review, audit and/or copy the Records of the work during the three (3) year period following final payment to the Contracto r pursuant to the Contract. In addition, the “Purchaser” hereby has the right to examine, review, audit and/or copy the Records of the work during the three (3) year period following final payment to the Contractor pursuant to the Contract. Therefore, th e Contractor shall make the Project Records available at its offices at all reasonable time during the performance of the Work and for three (3) years from the date of final completion or filing of a Notice of Completion for the Project, whichever is later. However, if any audit is commenced within such three (3) year period, the Contractor shall make the Project Records available at all reasonable times until proceedings related to such audit are complete and all statutes of limitations related thereto ha ve expired. In the event the “Purchaser” notifies the Contractor that federal funds have been used in connection with Project, the Contractor shall retain and make available the Project Records for such longer period as may be required by federal law.

VII. Entire Agreement: This Agreement, upon acceptance, shall constitute the entire agreement between the parties and supersedes any prior representations or understandings.

VIII. Changes: No change or modification of any of the terms and conditions stated herein shall be binding upon either Party unless accepted by both Parties in writing.

IX. Severability: if one or more of the provisions of this Agreement are held to be unenforceable under laws, such provisions(s) shall be excluded from these terms and conditions and the remaining terms and conditions shall be interpreted as if such provision were so excl uded and shall be enforced in accordance to their terms and conditions.

X. Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrumen t. A signature on a copy of this agreement received by either party by facsi mile or portable document forma t (PDF) is binding upon the other party as an original. The parties shall treat a photocopy of such facsimile as a duplicate original.

XI. Assignment: “ABS” retains the right to assign its rights and obligations of the Agreement with written consent of “Purchaser”.

XII. Acknowledgement: Both “ABS” and the “Purchaser” acknowledge having read this Agreement and all contract documents incorporated herein and have executed this agreement on the date written above.

XIII. Approval: Each Party represents that the person that has executed this Agreement on its’ behalf is authorized to do so.

City of Montebello Alliance Building Solutions, Inc.

Signature Signature

Title Title

Date Date

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Attachment 1
Guaranteed Savings Measurement & Verification

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Guaranteed Savings Measurement & Verification
This document contains the Measurement and Verification (M&V) plan for the energy savings related to the Energy Efficiency Measures (EEMs) contained in the Installation Agreement. The following table summarize s the EEMs implemented in these Phases of work.

Site Mechanical
Upgrades
Control
Upgrades
Electrical
Upgrades
Envelope
Upgrades
Air
Disinfection
Systems
Misc.

Upgrades
Renewable
Energy
Systems
Aquatic Center X X X
City Hall X X X X
Montebello
Golf Course X
Transportation
Facility X X X X X
Youth Center X
City-Wide X

For each EEM, a specific M&V plan is submitted to provide a comprehensive overall plan for the City of Montebello. Energy savings shall be compared to the Utility Baseline Summary, as shown in Attachment 2. Each EEM’s M&V Plan provides:
• A description of how the savings shall be verified.
• The selection of the specific protocol of verification of savings. • The requirements for measurement or other means to establish savings.

ABS is responsible for pre-retrofit measurements, energy savings calculations, equipment installation, and required post retrofit verification as outlined herein. Purchaser agrees to operate and maintain all equipment installed. Proper operation and maintenance of equipment and systems is critical to long-term achievement of energy savings.

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Savings Guarantee
ABS warrants that Purchaser shall realize total annual project savings (utility savings, operational savings and capital cost avoidance) in excess of the annual lease payments. The effective date will begin on the date of final acceptance of the Installation project and receipt of final payment for the associated Installation Contract. The total project savings will exceed the installation contract amount and M&V payments associated with this agreement during the co urse of the useful life of the installed equipment. ABS agrees to complete the M&V Report on an annual basis and deliver to the Purchaser within one hundred and twenty (120) days of the anniversary date of final acceptance and annually thereafter. Project savings that are verified during the course of construction will be applied to the 1st year guaranteed project savings.

If the annual M&V Report demonstrates that the project will achie ve one hundred percent (100%) or more of the Guaranteed Project Annual Savings, then ABS shall have satisfied its energy performance guarantee obligation and the Purchaser shall accept the Annual M&V Report.

In the event that an annual M&V Report savings v alue (including any excess savings from previous years) does not meet the Guaranteed Project Savings in accordance with the M&V Plan, then ABS shall repair, replace, or substitute the E EM that is not performing at the required level, as identified in the M&V Report. Following corrective action, ABS shall re-perform the relevant M&V work for the affected E EM(s) and amend or supplement the M&V Report. If the sum of the E EMs indicates that the Guaranteed Project Savings are met or exceeded, then no further remedy shall be required.

If, after the opportunity to make corrections, the M&V Report, as amended, indicates that verified savings are less than the Guaranteed Project Savings as shown in the Savings Summary, then ABS shall pay the Purchaser the shortfall amount. However, under no circumstances will the amount(s) paid for the total of the energy savings shortfalls exceed the total lease payments associated with this contract.

The Purchaser agrees that project savings, which exceed the guaranteed amount in any one (1) year, may be applied to previous or future year’s savings to offset an energy savings shortfall. The savings guarantee will remain in effect for the term of t his agreement. Cancellation of this agreement will result in the termination of the savings guarantee.

The Utility Baseline Summary, as shown in Attachment 2, may be modified over the course of the Guarantee Period to adjust for changes in utility rates, number of days in utility billing cycle, square footage, energy using equipment, building occupancy and weather. This Guarantee is subject to the Purchaser’s adherence to the Control Parameters for HVAC and Control systems, as documented in the Installation Agreement Attachments. This guarantee assumes the annual utility rate escalator of 6% and annual solar production at 100% of the estimated solar production in kWh.

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Measurement and Verification Methods
Measurement and Verification (M&V) of energy savings is a methodology based on standard industry protocol intended to provide reasonable assurance that energy savings calculated are realized over the term of the contract.

The development of the M&V p lan is based on the International Performance Measurement and Verification Protocol (IPMVP):

Concepts and Options for Determining Energy and Water Savings, Vo lume 1. This plan contains methodology that shall provide verification of the estimated program savings through direct utility billing comparisons, engineering calculations and/or field measurements.

M&V methods can differ based on the type, size and complexity of the project, as well as the availability of data, level of assurance of saving, financing constraints, and energy costs. The M&V methods used for this project are detailed herein and were selected to be the most cost effective while still providing a reasonable assurance of the savings calculations.

IPMVP 2012 Volume 1 provides an overview of the IPMVP Options, as illustrated below:

M&V Option

M&V Methodology Description How Savings Are Calculated
Option A
Retrofit Isolation:

Key Parameter
Measurement
Savings are determined by field measurement of the key performance parameter(s) which define the energy use of the EEM’s affected system(s) and/or the success of the project.

Measurement frequency ranges from short-term to
continuous, depending on the expected variations in the measured parameter, and the length of the reporting period.

Parameters not selected for field measurement are estimated.

Estimates can be based on historical data, manufacturer’s specifications, or engineering judgment. Documentation of the source or justification of the estimated parameter is required.

The plausible savings error arising from estimation rather than measurement is evaluated.

Engineering calculation of baseline and
reporting period ener gy from short-
term or continuous measurements of
key operating parameter(s) and
estimated values. Routine and non -
routine adjustments as required.

Option B
Retrofit Isolation:

All Parameter
Measurement
Savings are determined by field measurement of the energy use of the E EM-affected system. Measurement frequency ranges from short-term to continuous, depending on the expected variations in the savings and the length of the reporting period.

Short-term or Continuous
measurements of baseline and
reporting period energy, and/or
engineering computations using
measurements of proxies of energy use.

Routine and non-routine adjustments as
required.

Option C
Whole Facility
Savings are determined by measuring energy use at the whole facility or sub -facility level. Continuous measurements of the entire facility’s energy use are taken throughout the reporting period.

Analysis of whole facility baseline and
reporting period (utility) meter data.

Routine adjustments as required, using
techniques such as simple comparison
or regression analysis. Non-routine
adjustments as required.

Option D
Calibrated
Simulation
Savings are determined through simulation of the energy use of the whole facility, or of a sub-facility. Simulation routines are demonstrated to adequately model actual energy
performance measured in the facility. This Option usually requires considerable skill in calibrated simulation.

Energy use simulation, calibrated with
hourly or monthly utility billing data.
(Energy end use metering may be used
to help refine input data.)

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Selected Measurement and Verification Options
The below table illustrates the selected IPMVP Options for the EEMs covered under this M&V plan:

Site Mechanical
Upgrades
Control
Upgrades
Electrical
Upgrades
Envelope
Upgrades
Air
Disinfection
Systems
Misc.

Systems
Renewable
Energy
Systems
Aquatic Center A, C A, C A, C
City Hall A, C A, C A, C A, C
Montebello
Golf Course A, C
Transportation
Facility A, C A, C A, C A, C A, C
Youth Center A, C
City-Wide A, C

The particular options selected for each EEM was based on a number of related issues including: EEM complexity, EEM cost, EEM savings, cost of M&V and the ability to accurately determ ine holistic building operations. If more than one option is selected, either option will be considered valid by ABS and the Purchaser.

The baseline and the post -installation energy use depend on various system and e xternal factors, such as utilized setpoints, energy demand, operating hours, occupancy, weather conditions, and energy rates . De velopment of the baseline, post installation consumption, cost avoidances and simple payback for each EEM covered by this M&V plan includes:
• Stipulated Values – These agreed upon values are important in the overall calculations for energy consumption, financial calculations, and operating conditions.
• Developed/Measured Values – These are the values determined by spot or short -term measurement. Values are determined based on a sound engineering approach to variable determination. Both values used for baseline consumption and values to be measured/determined as parts of the post installation are detailed. • Assumptions – Some values that are assumed in order to calculate energy use are necessary in certain circumstances. • Calculations – The necessary calculations for baseline energy usage, costing, and annual savings for evaluating the estimated and actual savings of EEMs.
• Pre-Retrofit Measurements – EEMs may have a section detailing the measurements required prior to the retrofit. These measurements are used to establish the baseline or adjustments required to establish an accurate baseline. • Post Retrofit Measurements – EEMs may have a section that details the measurements required if any after the retrofit is completed. This section is utilized to detail the type of measurements required for verification of the energy savings calculations.
• Adjustments – EEMs may have a section for adjustments. This section includes possible adjustments to the actual Energy Audit Report and energy information, appropriate adjustments to the M&V plan, and adjustments to any savings guarantee.

This section is utilized to anticipate changes neces sary due to field conditions and provide an appropriate response in the verification of actual energy and cost avoidances.
• Commissioning – EEMs may have a section regarding the commissioning process. This provides the detail for how the savings will be ve rified upon project completion, and the type of inspection that will be completed, and the billing method for verified savings. This section is utilized to provide a standard approach for each EEM upon project completion. • ABS will follow the agreed-upon M&V protocols for the measurement period and will prepare post installation reports with supporting documentation for the Purchaser.

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Measurement and Verification Plan
IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Mechanical System Upgrades
M&V Procedure
This option shall provide for the measurement of at least one variable pre - and post-retrofit with other variables allowed for stipulation. For this retrofit, field data shall be collected which includes, unit counts, unit capacity, nameplate electrical data and efficiency rating for each existing HVAC system.

Stipulated Values
Hours of operation, heating/cooling loads and runtime hours of the existing HVAC systems a re stipulated for purposes of M &V.

Please refer to The Mechanical Systems and Controls Systems Attachment(s) in the Installation Agreement for specific operating hours and runtime hours for each HVAC unit or area. Stipulated values are agreed to by Purchaser.

Adjustments
For this EEM, the following adjustments are allowed for the purposes of Measurement and Verification:
• Addition of new HVAC units and/or extra run time.

Savings Calculations
The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Savings = [(Capacity of Existing HVAC Unit) x (Existing Unit Efficiency) x (Stipulated Load Factor)] – [(Capacity of New HVAC Unit) x (New Unit Efficiency) x (Stipulated Load Factor)] x (Annual Hours of Operation) Dollar Savings = (kWh Savings) x (Average Utility Baseline $/kWh Rate) Operational Savings
The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are based on CEC guidelines and are stipulated and met upon the completed installation of the energy retrofit contract.

Commissioning
Commissioning shall consist of inspections and a final verification report. Inspections shall consist of:
• ABS shall include verification that each new unit is operating as specified in all modes (heat/cool).

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Measurement and Verification Plan
IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Control System Upgrades
M&V Procedure
This option shall provide for the measurement of at least one variable pre - and post-retrofit with other variables allowed for stipulation. The cooling and heating set points during occupied and unoccupied modes of the HVAC equipment will be verified and documented. For this retrofit, field data shall be collected which includes, unit counts, unit capacity, nameplate electrical data, efficiency rating, operating schedules, cooling and heating temperature setpoints for each HVAC system.

Stipulated Values
Hours of operation, heating/cooling loads and runtime hours of the existing HVAC systems a re stipulated for purposes of M &V.

Please refer to The Mechanical Systems and Controls Systems Attachment(s) in the Installation Agreement for specific operating hours and temperature setpoints. Stipulated values are agreed to by Purchaser.

Adjustments
For this EEM, the following adjustments are allowed for the purposes of Measurement and Verification:
• Addition or subtraction to the conditioned square footage of facilities. • Utility rates, billing days or degree days.
• Equipment changes or modifications.
• Changes in facility usage associated with daily occupancy times, occupancy levels and special events.

Savings Calculations
The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Savings = (Capacity of HVAC Unit) x (Unit Efficiency) x (Stipulated Load Factor) x (Existing Annual Operating Hours – Proposed Annual Operating Hours)
Therm Savings = (Heating Capacity of HVAC Unit) x (Unit Efficiency) x (Stipulated Load Factor) x (Existing An nual Operating Hours – Proposed Annual Operating Hours)
Dollar Savings = [(kWh Savings) x (Average Utility Baseline $/kWh Rate) ] + [(Therm Savings) x (Average Utility Baseline $/therm Rate)]
Operational Savings
The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are based on CEC guidelines and are stipulated and met upon the completed installation of the energy retrofit contract.

Pre-Retrofit Measurements
Existing operating hours and cooling/heating temperature setpoints for each HVAC unit or area will be ob tained from current thermostats and/or Energy Management System.

Post-Retrofit Measurements
Post-retrofit operating schedules, cooling and heating temperature setpoints in both occupied and unoccupied modes for the HVAC equipment will be obtained using the new control systems.

Commissioning
Commissioning shall consist of inspections and a final verification report. Inspections shall consist of:
• ABS shall include verification that the operating schedules, cooling and heating setpoints and controls sequences for the HVAC equipment connected to the new thermostats and/or energy management system are programmed as specified.

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Measurement and Verification Plan
IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Electrical System Upgrades
M&V Procedure
This option provides for the measurement of at least one variable pre and post retrofit with other variables allowed for stipulation. For this retrofit, a representative sample of each of the transformer types will be measured. The same sample will be used for both pre and post retrofit calculations. Wattage shall be measured with an appropriate instrument that is properly calibrated.

Stipulated Values
Operating Hours are stipulated for purposes of M&V. The hours of operation will match the hours the facili ties were operating during the baseline period. The transformers are energized 24/7 year -round for all facilities. Stipulated values are agreed to by the Purchaser. The below table illustrates stipulated existing and proposed transformer losses and percentage loading based on extensive field measurements:

Adjustments
For this EEM, the following adjustments are allowed for purposes of Measurement and Verification:
• Utility rates, billing days or degree days.

Savings Calculations
The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and methods indicated below. kWh Saving = EXISTING [(No Load Losses + ((On % Loading)^2*(Full Load Losses-No Load Losses))) / 1000]*(Operation Hours) + [(No Load Losses + ((OFF % Loading)^2*(Full Load Losses-No Load Losses))) / 1000]*(Operation Hours) – PROPOSED [(No Load Losses + ((On % Loading)^2*(Full Load Losses-No Load Losses))) / 1000]*(Operation Hours) + [(No Load Losses + ((OFF % Loading)^2*(Full Load Losses-No Load Losses))) / 1000]*( Operation Hours) Dollar Savings = (kWh Savings) x (Average Utility Baseline $/kWh Rate) Operational Savings
The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are based on CEC guidelines and are stipulated and met upon the completed installation of the energy retrofit contract.

Commissioning
Commissioning shall consist of inspections and a final verification report. Inspections shall consist of:
• During construction, ABS shall maintain a detailed record of the types and quantities of fixtures retrofitted and fixtures installed in each facility. A post construction inspection is required by the responsible M&V party.

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Measurement and Verification Plan
IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Envelope Upgrades
M&V Procedure
This measure will lead to a reduction in energy usage as a result of reducing the cooling and heating loads of the spaces below.

Due to the complexity and required equipment to quantify the energy savings from installing the membrane roof the energy savings potential will be deemed achieved once installed. The energy savings is being treated as an added be nefit on top of the other benefits of this roofing work.

Operational Savings
The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are based on CEC guidelines and are stipulated and met upon the completed installation of the energy retrofit contract.

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Measurement and Verification Plan
IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Air Disinfection Systems
M&V Procedure
This measure will lead to a cleaner indoor air quality. Due to the complexity and required equipment to quantify the energy savings from installing the disinfection systems the energy savings potential will be deemed achieved once installed. The energy savings is being treated as an added benefit on top of the other benefits of this measure.

Operational Savings
The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are based on CEC guidelines and are stipulated and met upon the completed installation of the energy retrofit contract.

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Measurement and Verification Plan
IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Pool Boiler Optimization
M&V Procedure
This measure will lead to a reduction in natural gas usage because the old inefficient pool boilers of which one is non-operational are being replaced with two new high efficiency condensing pool boilers with an efficiency up to 97%. Due to the existing boilers being in disarray and the uncertainty of the existing boiler(s) being able to maintain the desired pool temperature set -point resulting in an inconsistent baseline natural gas usage the energy saving from installing the new boilers will be deemed achieved once installed. The energy savings is being treated a s an added benefit on top of the pool being able to maintain the proper temperature. The natural gas savings are expected to be significant from the optimization of the boiler system.

Operational Savings
The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are based on CEC guidelines and are stipulated and met upon the completed installation of the energy retrofit contract.

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Measurement and Verification Plan
IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Installation of the Pool Cover
M&V Procedure
This measure will lead to a reduction in natural gas usage because the pool is currently not being covered resulting in a significant transfer of energy due to a high rate of evaporation. With the introduction of a pool cover during non -operating hours the reduction in the rate of evaporation will result in a significant wat er savings and natural gas savings. Due to the existing pool boilers being in mechanical disarray with only one of two boilers being functional for a period of time and the pool water temperature fluctuating during periods of cold outside air temperature the baseline energy consumption will be inconsistent.

Therefore, the energy savings will be deemed achieved once installed. The energy savings is being treated as an added benefit on top of the pool being able to maintain the proper temperature. The natural gas savings and reduction in water loss are expected to be significant from the introduction of the new pool cover when used.

Operational Savings
The Purchaser will realize operational savings resulting from the utilization of the new pool cover and the boiler systems operating at a reduced average load factor and from new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are based on CEC guidelines and are stipulated and met upon the completed installation of the energy retrofit contract.

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Measurement and Verification Plan
IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Rebuild of the Pool Pump(s) & Motor(s), New Filtration Systems and Installation of a New VFD M&V Procedure
This measure will lead to a reduction in energy usage because the pool pump is now able to be ramped down in speed resulting in a significant energy savings because of the infinity laws effect on centrifugal devices. Due to the existing pool equipment’s operating parameters during the baseline the energy savings will be deemed achieved once installed. The energy savings is being treated as an added be nefit on top of the pool being able to maintain the proper rate of filtration. The energy savings are expected to be significant with the introduction of the VFD and the proper controls monitoring the filtration process.

Operational Savings
The Purchaser will realize maintenance and operational savings resulting from the new pool system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are based on CEC guidelines and are stipulated and met upon the completed installation of the energy retrofit contract.

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Measurement and Verification Plan
IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Miscellaneous Upgrades
M&V Procedure
This measure will lead to upgraded restroom facilit ies. Due to the complexity and required equipment to quantify the energy savings from installing the disinfection systems the energy savings potential will be deemed achieved once installed. The energy savings is being treated as an added benefit on top of the other benefits of this measure.

Operational Savings
The Purchaser will realize maintenance and operational savings resulting from the new system installations, extended warranties, and/or service agreements provided by ABS. The operational savings are based on CEC guidelines and are stipulated and met upon the completed installation of the energy retrofit contract.

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Contractor’s License # 1008135
Measurement and Verification Plan
IPMVP Option A: Retrofit Isolation, Key Parameter Measurement For Renewable Energy Systems
M&V Procedure
This option shall provide for the measurement of at least one variable pre - and post-retrofit with other variables allowed for stipulation. For this installation, the kilowatt-hour (kWh) production from the solar PV systems shall be measured and recorded.

Stipulated Values
The solar system savings are stipulated for the purposes of M&V. Values are obtained from the expected solar kWh production outlined in the Solar Systems Attachment . The solar kWh annual production is guaranteed at 80% of the expected value. The solar panel degradation factor (0. 5%/year), avoided energy cost ( $/kWh, based on the City of Montebello rate schedule) and utility escalation rate (6%/year) are stipulated for the solar photovoltaic systems. Stipulated values are agreed to by Purchaser.

Savings Calculations
The calculations for the baseline energy cons umption and post installation savings provided the basis for the overall financial viability of these EEMs. The following equations summarize the calculation of savings:

Electricity Production: Electricity production of the PV system is determined by recording the kilowatt hours (kWh) off the net electric meter and recording the results.

Dollar Savings: After recording kWh production, each site’s avoided energy cost ($/kWh), as shown in Utility Baseline, shall be used to determine dollar savings. Dollar Savings = (Annual kWh production) x (Avoided $/kWh) = Annual $ kWh Saved

Maintenance of System
Calculation of energy cost savings from the solar PV systems are contingent upon the Purchaser maintaining an active operations and maintenance (O&M) contract with a solar service provider for the term of the solar lease agreement. This is to ensure that the solar panels are clean, operating in the intended way and free from any disruptions or damage that is beyond ABS’s control.

Pre-Retrofit Measurements
Existing utility electrical energy (kWh) consumption as shown in the Utility Baseline Summary, as shown in Attachment 2.

Post-Retrofit Measurements
Electrical energy (kWh) produced from the solar PV systems recorded from the net electrical meter.

Adjustments
For this EEM, the following adjustments are allowed for the purposes of Measurement and Verification:
• Addition or subtraction to the square footage of facilities. • Utility rates, billing days or degree days.
• Addition or subtraction of electrical load at the facilities. • Changes in the solar PV system sizing, location and layout. • Changes in the conditions at or near any of the sites, which causes additional shading, soiling, or otherwise reduced performance of the solar PV systems.
• Adjustment to the Guaranteed Production values for weather shall use local weather data as recorded during the corresponding period.
• To the extent that the System output is negatively impacted by casualty, government regulation and or restriction that is beyond the Contractor’s control to remedy within a reasonable time period, the Parties shall negotiate in good faith a modification of the Guaranteed Production.

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Excused Production Losses
For this EEM, the following events are excused f rom production losses and any necessary adjustments are allowed for the purposes of Measurement and Verification:
• Force Majeure Events: Lost production from the beginning of a Force Majeure Event until production limiting factors caused by the Force Majeure Event have been remedied.
• Grid Event: Lost production when a fluctuation in the Grid frequency or voltage causes the inverters or the System to disconnect from the Grid. The “Grid” is defined to be the system receiving power exported from the System. • Grid Outage: Lost production when a failure in the grid or Interconnection Infrastructure prevented energy from being exported from the solar facility. “Interconnection Infrastructure” means that utility -owned and maintained interconnection equipment (the substation including but not limited to transformers, switches, and protective relays) that is used to connect the Facility to the utility grid. Grid operator/owner ordered curtailments for any reason, other than an issue in the System, is a Grid Outage.
• Weather Events: Lost production from weather that limits or prevents safe operation of the solar facility including floods, snow, hurricanes, tornadoes, insolation-limiting wildfires and volcanic activity. • Purchaser Caused: Lost production when System dc capacity is off -line due to outages attributable to Purchaser’s decision to perform or cause to be performed, any investigations, studies, operations, construction, installation and maintenance work or other activities deemed appropriate by ABS at its sole discretion.

Commissioning
Commissioning shall consist of inspections and a final Commissioning report. Commissioning of the new solar PV system sha ll include securing the Utility Interconnect agreement, proper alignment of the solar panels and functional testing.

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Contractor’s License # 1008135
Measurement and Verification Plan
IPMVP Option C: Whole Facility
M&V Procedure
The Measurement and Verification (M&V) Plan following IPMVP Option C protocol is designed to evaluate the energy performance of the whole facility, not just individual EEMs. The energy performance is assessed through utility meters, whole- facility meters, or sub-meters. The measurement boundary encompasses either the whole facility or a major section of the facility where EEMs were installed. Option C determines the combined savings of all the EEMs installed at the facility and is monitored by the associated energy meter. Savings reported under this Option will include the positive or negative effects of any non-EEM changes made in the facility because whole-facility meters are used.

Adjustments
Adjustments will be computed from identifiable physical facts about the energy governing characteristics of equipment within the measurement boundary. Adjus tments are used to express both pieces of measured energy data under the same set of conditions. Two types of adjustments are possible:
• Routine Adjustments are used to account for any energy -governing factors, expected to change routinely during the reporting period. Routine Adjustments are completed by developing a mathematical model of each meter’s energy-use pattern. Typically, the baseline model includes factors derived from regression analysis, which correlates energy to one or more independent varia bles such as occupancy, weather, and metering period length. Values of independent variables over the reporting period can be inputted into the baseline model to predict what the baseline energy consumption would have been had if no EEM’s were installed. • Non-Routine Adjustments are used to account for those energy -governing factors which are not usually expected to change, such as: the facility size, the design and operation of installed equipment , or the type of occupants. ABS will monitor these static fa ctors for change throughout the reporting period. A djustments will be based on industry standards and sound engineering principles as they pertain to the specific affected system.

Metering
Whole-facility energy measurements can use the utility’s meters. Utility meter data is considered 100% accurate for determining savings because this data defines the payment for energy. The energy supplier’s meter(s) may be equipped or modified to provide output that can be recorded by the facility’s monitoring equipment. Meter data can be hourly, daily or monthly whole -facility data.

Savings Calculations
The calculations for the baseline energy consumption and post retrofit savings shall be completed in accordance with the industry guidelines set forth by IPMVP and ASHRAE. The baseline period and reporting period should use complete years of continuous data (12, 24, or 36 months). The electrical consumption reduction of the facility (measured in kWh and/or kW) shall be reported as Savings, or Avoided Energy Use, in which the savings are stated under the conditions of the reporting period and determine d by the following equation:

Energy Savings (Avoided Energy Use) = (Baseline Energy ± Routine Adjustments to reporting-period conditions ± Non-Routine Adjustments to reporting-period conditions) - Reporting-Period Energy

The price schedule of the reporting period will be used to compute the “avoided cost” on a meter -by-meter basis. The price schedule will be obtained from the utility and will include all elements that are affected by metered amounts, such as consumption charges, demand charges , power factor, and demand ratchets . In the event of a significant decrease in energy prices, the price schedule used for savings reporting will be that which prevailed at the time of commitment to the investment.

Cost savings are determined by applying the appropriate rate / price schedule in the following equation:

Cost Savings (Avoided Cost) = Cost of Baseline Energy - Cost of Reporting-Period Energy

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Contractor’s License # 1008135

Attachment 2
Utility Baseline Summaries

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Contractor’s License # 1008135

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Contractor’s License # 1008135

Attachment 3
Energy Efficiency and Renewable Project Cashflow

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Cash Flow
City of Montebello
Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 Years 21 to 25 Years 26 to 30 Totals 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 to 2048 2049 to 2053 Energy Efficiency Savings $6,702 $33,508 $35,518 $37,650 $39,909 $42,303 $44,841 $47,532 $50,384 $53,407 $56,611 $60,008 $63,608 $67,425 $71,470 $75,758 $13,632 $14,450 $15,316 $16,235 $17,210 $102,833 $137,614 $1,103,922 O&M Savings $68,269 $341,346 $348,173 $355,136 $362,239 $369,484 $376,874 $384,411 $392,099 $399,941 $407,940 $212,129 $216,371 $220,699 $225,113 $229,615 $234,207 $238,892 $243,669 $248,543 $253,514 $0 $0 $6,128,664 Solar Savings $710,329 $749,184 $790,164 $833,386 $878,973 $927,052 $977,762 $1,031,246 $1,087,655 $1,147,150 $1,209,899 $1,276,080 $1,345,882 $1,419,501 $1,497,148 $1,579,042 $1,665,416 $1,756,514 $1,852,595 $1,953,932 $11,494,693 $15,001,756 $51,185,360 Solar Direct Pay ITC $3,797,608 $0 $0 $3,797,608
Capital Cost Avoidance $8,439,519 $0 $0 $8,439,519
Total Program Savings $8,514,490 $1,085,183 $1,132,875 $4,980,558 $1,235,534 $1,290,760 $1,348,767 $1,409,705 $1,473,729 $1,541,003 $1,611,701 $1,482,035 $1,556,060 $1,634,005 $1,716,084 $1,802,522 $1,826,881 $1,918,757 $2,015,500 $2,117,374 $2,224,656 $11,597,526 $15,139,370 $70,655,073 Total Project Amount - $26,270,796
Upfront Capital Contribution $7,000,000 $0 $0 $7,000,000 Annual Lease Payment $935,183 $982,875 $4,830,558 $1,085,534 $1,140,760 $1,198,767 $1,259,705 $1,323,729 $1,391,003 $1,461,701 $1,332,035 $1,406,060 $1,484,005 $1,566,084 $1,652,522 $1,676,881 $1,768,757 $1,865,500 $1,967,374 $1,935,876 $0 $0 $32,264,909 Total Program Payments $7,000,000 $935,183 $982,875 $4,830,558 $1,085,534 $1,140,760 $1,198,767 $1,259,705 $1,323,729 $1,391,003 $1,461,701 $1,332,035 $1,406,060 $1,484,005 $1,566,084 $1,652,522 $1,676,881 $1,768,757 $1,865,500 $1,967,374 $1,935,876 $0 $0 $39,264,909 Net Annual Cash Flow $1,514,490 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $150,000 $288,779 $11,597,526 $15,139,370 $31,390,165 Net Cumulative Cash Flow $1,514,490 $1,664,490 $1,814,490 $1,964,490 $2,114,490 $2,264,490 $2,414,490 $2,564,490 $2,714,490 $2,864,490 $3,014,490 $3,164,490 $3,314,490 $3,464,490 $3,614,490 $3,764,490 $3,914,490 $4,064,490 $4,214,490 $4,364,490 $4,653,269 $16,250,795 $31,390,165

Statutory Exemptions. State code number:

_______________________________________________
Notice of Exemption Appendix E
From: (Public Agency): ____________________________
To: Office of Planning and Research
P.O. Box 3044, Room 113 _______________________________________________Sacramento, CA 95812-3044 County Clerk
(Address)
___________________________
___________________________
County of: __________________
Project Title: ____________________________________________________________________________ Project Applicant: ________________________________________________________________________ Project Location - Specific:

Project Location - City: ______________________ Project Location - County:

Description of Nature, Purpose and Beneficiaries of Project:
_____________________
Name of Public Agency Approving Project: _____________________________________________________ Name of Person or Agency Carrying Out Proj ect: ________________________________________________ Exempt Status: (check one):

Ministerial (Sec. 21080(b)(1); 15268);
Declared Emergency (Sec. 21080(b)(3); 15269(a));
Emergency Project (Sec. 21080(b)(4); 15269(b)(c));
Reasons why project is exempt:

Lead Agency
Contact Person: ____________________________
Area Code/Telephone/Extension: _______________
If filed by applicant:

1. Attach certified document of exemption finding.

2. Has a Notice of Exemption been filed by the public agency approving the project? Yes No
Signature: ____________________________ Date:

Signed by Lead Agency
Signed by Applicant
Authority cited: Sections 21083 and 21110, Public Resources Code. Date Received for filing at OPR:

Reference: Sections 21108, 21152, and 21152.1, Public Resources Code. _______________
Categorical Exemption. State type and section number: ____________________________________ ______________________________________________
______________ Title: _______________________
Revised 2011

ITEM # 3

CITY OF MONTEBELLO

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Arnold Alvarez-Glasman, City Attorney

BY: Arnold Glasman, City Attorney

SUBJECT: SECOND READING AND ADOPTION OF ORDINANCE NO. 2459, REPEALING ORDINANCE NO. 2443 REMOVING CITY

COUNCIL/AGENCY RULES OF ORDER FROM MONTEBELLO
MUNICIPAL CODE CHAPTER 2.14

DATE: January 25, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Conduct a second reading and adopt Ordinance No. 2459 repealing previously adopted Ordinance 2443 and provide further direction for a date for a study session to review the rules of procedure; and

2. Take such additional, related action that may be desirable.

FISCAL IMPACT:

The fiscal impact of repealing Ordinance 2443 and implementing changes to the City Council/Agency Meeting Rules of Order is unknown at this time and cannot be determined until such changes are defined.

BACKGROUND/DISCUSSION:

At its meeting of October 27, 2022, the City Council adopted Ordinance No. 2443 amending and restating the rules of order for the conduct of all City Council and Successor Agency meetings, proceedings, business, and rescinding Resolution Nos. 89-70, 06-22, 11-89 and 19-124.

At the City Council meeting of December 21, 2022, at the request of Mayor Torres, the City Council directed the City Attorney to prepare documents to repeal Ordinance No. 2443 relating to Chapter 2.14 of the Montebello Municipal Code.

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF JANUARY 25, 2023

At the City Council meeting of January 11, 2023, the City Council introduced and conducted the first reading of Ordinance No. 2459 which will repeal the previously adopted Ordinance No. 2443.

If the City Council adopts the attached Ordinance, the previously adopted City Council/Agency Meeting Rules of Order would be removed from the Municipal Code.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

It is recommended that the City Council introduce the attached Ordinance repealing previously adopted Ordinance 2443.

ATTACHMENT(S)

1. Attachment A - Ordinance No. 2459, Repealing CC Meeting Conduct (Ordinance No. 2443)

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ORDINANCE NO. 2459

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

MONTEBELLO, CALIFORNIA, REPEALING BY REFERENCE CHAPTER

2.14 “CITY COUNCIL/AGENCY MEETING RULES OF ORDER” OF THE

MONTEBELLO MUNICIPAL CODE
WHEREAS, the City Council has, by prior Resolutions, the last of which was Resolution No. 89-70, 06-22, and 11-89, adopted rules for the conduct of its City Council (“Council”) and Successor Agency (“Agency”) meetings.; and WHEREAS, on October 27, 2021, the City Council adopted Ordinance No. 2443 amending and restating the rules of order for the conduct of all City Council and Successor Agency meeting, proceedings, business, and rescinding Resolution Nos. 89- 70, 06-22, 11-89 and 19-124.

WHEREAS, the City Council desires to repeal Chapter 2.14 “City Council/Agency Meeting Rules of Order” of the Montebello Municipal Code.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY ORDAINS AS FOLLOWS:

SECTION 1.RECITALS. The above recitals are true and correct and made part of this Ordinance.

SECTION 2. AMENDMENT; RESERVATION. Chapter 2.14 – City Council/Agency Meeting Rules of Order – is hereby stricken in its entirety from Title 2 – Administration and Personnel – of the Montebello Municipal Code and reserved for future use. (deletions in strikethrough and additions in double underline):

Chapter 2.14 – CITY COUNCIL/AGENCY MEETING RULES OF ORDER Reserved.

SECTION 3. SEVERABILITY. If any action, subsection, line, sentence, clause, phrase, or word of this Ordinance is for any reason held to be invalid or unconstitutional, either facially or as applied, by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance, and each and every individual section, subsection, line, sentence, clause, phrase, or word without regard to any such decision.

SECTION 4. EFFECTIVE DATE. This Ordinance shall become effective thirty (30) days after adoption by the City Council.

ORDINANCE NO. 2459

SECTION 5. PUBLICATION. The City Clerk shall certify to the adoption of this Ordinance and shall cause the same to be published or posted according to law.

PASSED, APPROVED, AND ADOPTED 25TH DAY OF JANUARY 2023. _______________________________
David N. Torres, Mayor
ATTEST:
_______________________________
Christopher Jimenez, City Clerk
APPROVED AS TO FORM:
_______________________________
Arnold M. Alvarez-Glasman, City Attorney
I HEREBY CERTIFY that the foregoing Ordinance was introduced at the regular meeting of the City Council on the 11th day of January, 2023, and was adopted by the City Council of the City of Montebello at its meeting held on the 25 th day of January, 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________
Christopher Jimenez, City Clerk

ITEM # 4

CITY OF MONTEBELLO

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Arnold M. Alvarez-Glasman, City Attorney

BY: Arnold Glasman, City Attorney

SUBJECT: SECOND READING AND ADOPTION OF ORDINANCE NO. 2460, AMENDING SECTION 3.20.050 AND 3.21.025 OF THE MONTEBELLO

MUNICIPAL CODE TO REPEAL CERTAIN EXCEPTIONS TO BIDDING

PROCEDURES FOR PROFESSIONAL/SPECIAL SERVICES AND

PURCHASES OF SUPPLIES/EQUIPMENT

DATE: January 25, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Conduct a Second Reading and adopt Ordinance No. 2460 repealing certain exceptions to the bidding procedures for professional/special services and purchasing of supplies/equipment; and

2. Take such additional, related action that may be desirable.

FISCAL IMPACT:

There is no immediate fiscal impact related to passage of this ordinance. However, there will be organizational impacts as additional time will be required to procure certain goods and services with elimination of the exceptions to the formal bidding process presented in the ordinance.

BACKGROUND/DISCUSSION:

At the City Council meeting of December 21, 2022, at the request of Mayor Torres, the City Council directed the City Attorney to prepare documents to repeal certain exceptions to bidding procedures for professional and special services as well as for the purchasing of supplies and equipment set forth in Sections 3.20.050 and 3.21.025 of the Montebello Municipal Code. At the City Council meeting of January 11, 2023, the City Council introduced and conducted the first reading of Ordinance No. 2460.

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF JANUARY 25, 2023

If adopted, this Ordinance will repeal the “Standardization of Goods and/or Services” exception from formal bidding for goods and/or services when they are required to maintain consistent operation or function to an existing technology or public safety system or program already in use by the city. The Ordinance will also repeal provisions stating that the city will not be precluded from awarding a written contract for professional type services without complying with bidding procedures. In addition, this Ordinance will add language to both Sections 3.20.050 and 3.21.025 requiring the written record of use of the exception and the reason for using it be included in the agenda report submitted to the City Council for approval.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

The City Council will conduct a second reading and consider adoption of the attached Ordinance No. 2460.

ATTACHMENT(S)

1. Attachment A - Ordinance No. 2460, Bidding Procedures

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ORDINANCE NO. 2460

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
MONTEBELLO, CALIFORNIA, AMENDING SECTION 3.20.050 OF
CHAPTER 3.20 AND SECTION 3.21.025 OF CHAPTER 3.21, TITLE 3, OF

THE MONTEBELLO MUNICIPAL CODE TO REPEAL CERTAIN

EXCEPTIONS TO THE BIDDING PROCEDURES FOR PROFESSIONAL

AND SPECIAL SERVICES AND PURCHASES OF SUPPLIES AND

EQUIPMENT
WHEREAS, the City of Montebello (“City”) is a general law city under California Government Code Section 34102; and; and
WHEREAS, Article XI, Section 7 of the California Constitution provides that the City of Montebello may make and enforce within its limits all local, police, sanitary, and other ordinances and regulations not in conflict with general laws; and WHEREAS, the Montebello Municipal Code defines “professional/special services” as services which require special performance criteria; special or specific equipment; specific experience, knowledge, training, personal judgment, quality of work or factors other than simply obtaining services at the lowest cost to the city; and WHEREAS, the City Council desires to amend Sections 3.20.050 and 3.21.025 of the Montebello Municipal Code to repeal certain exceptions to the bidding procedures for professional and special services and purchases of supplies and equipment.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY ORDAINS AS FOLLOWS:

SECTION 1.RECITALS. The above recitals are true and correct and made part of this Ordinance.

SECTION 2. AMENDMENT. Section 3.20.050 – Conformance with Bidding Procedures – of Chapter 3.20, Title 3, is hereby amended and will read as follows (deletions in strikethrough and additions in double underline):

3.20.050 - Conformance with bidding procedures.

Purchases of supplies and equipment for city use shall be made and accomplished in conformity with Section 3.20.080 or Section 3.20.090 except:

ORDINANCE NO. 2460

A. Emergency Procurement: When an emergency, as determined by the purchasing agent with the approval of the city manager in writing, is deemed to require that an order be placed with the nearest available source of supply; B. Sole/Single Source Goods and/or Services: When the supplies and equipment needed can be obtained from one source only, such that written declaration of such will be required and noted by standard forms;
C. Standardization of Goods and/or Services: When goods and/or services are required to maintain consistent operation or function to an existing technology or public safety system or program already in use by the city. Examples of items lending themselves to standardization are computer equipment, computer hardware and software products, public safety equipment such as ammunition, ballistic vests, light bars, mobile radios, camera systems, and fire apparatus. The purchasing officer shall have discretion in determining what goods and/or services fall within this category;
D. City Council Authorization: When the city council by a four-fifths vote determines to dispense with such bidding and other procedures required by the above-mentioned sections in every individual instance upon a finding by the city council that it would be impractical, useless, or uneconomical in such instance to follow the procedures, and that the welfare of the public would be promoted by dispensing with the same;
E. Less than Two Thousand Dollars: When the amount of the purchase involved is less than two thousand dollars and cumulative citywide purchases from a single vendor/consultant/firm/etc. have not exceeded this amount during the fiscal year (July 1 - June 30);
F. Cooperative Purchase - Purchases for goods and/or services that are identical or nearly identical in scope to the goods and/or services listed in any valid, current and competitively bid cooperative governmental purchase program.

Pricing shall be the same or better than the pricing contained in the cooperative purchase agreement. For the purposes of this Section, the term "cooperative governmental purchase program" means any combination between the city and any other public agency or public agencies for the joint purchase of goods and/or services.

G. Piggyback Purchase - If the Purchasing Officer determines it to be in the best interest of the city, the Purchasing Officer is authorized to "piggyback" onto or join into an existing written purchase contract obtained through a competitive bidding process prepared by and awarded by another local, state or federal government agency.

H. Professional Services - Nothing shall be construed to preclude the city from awarding a written contract for professional type services, as defined by case or statutory law, without complying with the provisions of this article. The term "professional services" means services entailing a high degree of specialized technical or mental skill, in a recognized field of expertise. Such services include attorneys, physicians, architects, engineers, appraisers, accountants, collection agency, detective agency, draftsman, mortuary, hospitals, escrow

ORDINANCE NO. 2460

agency, travel agency, insurance broker, employment agency, advertising agency, real estate, chiropractic and optometry.

I. Solicitation of Bids with No Response: Where competitive bids or proposals have been solicited and no bid or proposal has been received. In such a situation the Purchasing Manager may proceed to have the services performed or the goods procured without further competitive bidding; J. Compliance: Compliance with the requirements set forth in the provisions of this chapter shall apply to all contracts awarded after the effective date of this subsection, as may be amended.

K. Maximum Contract Term: Notwithstanding the exceptions under this section, no commitment or contract with a definitive term may exceed five years.

Any use or application of the bidding procedure exceptions listed herein for the purchase of supplies and equipment for city use shall require the making of a written record of such use or application, including the existence of a valid reason for such use or application. In addition, the exception identified and the reason for applying the exception, along with the written record of such use or application, shall be included and explained in the agenda report submitted to the City Council seeking approval of the exception. This written record shall be kept for at least five years.

SECTION 3. AMENDMENT. Section 3.21.025 – Conformance with Bidding Procedures – of Chapter 3.21, Title 3, is hereby amended and will read as follows (deletions in strikethrough and additions in double underline):

3.21.025 - Conformance with bidding procedures.

The acquiring of professional/special services shall be made and accomplished in conformity with Section 3.21.050 or Section 3.21.060 except:

A. When an emergency, as determined by the purchasing agent with the written approval of the city manager, is deemed to require that an order be placed with the nearest available source;
B. When the professional/special services needed can be obtained from one source only;
C. When the city council by a four-fifths vote determines to dispense with such bidding and other procedures required by the above-mentioned sections in every individual instance upon a finding by the city council that it would be impractical, useless, or uneconomical in such instance to follow the procedures, and that the welfare of the public would be promoted by dispensing with the same; or

ORDINANCE NO. 2460

D. When the amount of the professional/special services involved is less than two thousand dollars.

E. Compliance with the requirements set forth in the provisions of this chapter shall apply to all contracts awarded after the effective date of this subsection, as may be amended.

F. Notwithstanding the exceptions under this section, no commitment or contract with a definitive term may exceed five years.

G. Nothing shall be construed to preclude the city from awarding a written contract for professional type services, as defined by case or statutory law, without complying with the provisions of this Article. The term "professional services" means services entailing a high degree of specialized technical or mental skill, in a recognized field of expertise. Such services include attorneys, physicians, architects, engineers, appraisers, accountants, collection agency, detective agency, draftsman, mortuary, hospitals, escrow agency, travel agency, insurance broker, employment agency, advertising agency, real estate, chiropractic and optometry.

Any use or application of the bidding procedure exceptions listed herein for the acquisition of professional/special services shall require the making of a written record of such use or application, including the existence of a valid reason for such use or application. In addition, the exception identified and the reason for applying the exception, along with the written record of such use or application, shall be included and explained in the agenda report submitted to the City Council seeking approval of the exception. This written record shall be kept for at least five years.

SECTION 4. SEVERABILITY. If any action, subsection, line, sentence, clause, phrase, or word of this Ordinance is for any reason held to be invalid or unconstitutional, either facially or as applied, by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance, and each and every individual section, subsection, line, sentence, clause, phrase, or word without regard to any such decision.

SECTION 5. EFFECTIVE DATE. This Ordinance shall become effective thirty (30) days after adoption by the City Council.

SECTION 6. PUBLICATION. The City Clerk shall certify to the adoption of this Ordinance and shall cause the same to be published or posted according to law.

ORDINANCE NO. 2460

PASSED, APPROVED, AND ADOPTED 25TH DAY OF JANUARY 2023. _______________________________
David N. Torres, Mayor
ATTEST:
_______________________________
Christopher Jimenez, City Clerk
APPROVED AS TO FORM:
_______________________________
Arnold M. Alvarez-Glasman, City Attorney
I HEREBY CERTIFY that the foregoing Ordinance was introduced at the regular meeting of the City Council on the 11th day of January, 2023, and was adopted by the City Council of the City of Montebello at its meeting held on the 25 th day of January, 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________
Christopher Jimenez, City Clerk

ITEM # 5

CITY OF MONTEBELLO

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: René Bobadilla, City Manager

BY: Arnold Glasman, City Attorney

SUBJECT: REVIEW OF CITY COUNCIL APPLICATIONS RECEIVED AND

CONSIDERATION OF APPOINTMENT FOR TWO AT-LARGE CITY
COUNCIL SEATS WITH AN ENDING TERM OF NOVEMBER 12, 2024

DATE: January 25, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Review and evaluate applications received by residents interested in being appointed to the vacant at-large City Council seats; and

2. Receive comments from applicants; and

3. Designate those to be appointed to the vacant City Council seats for a two-year period; and

4. Take such additional, related action that may be desirable.

FISCAL IMPACT:

The estimated direct, operating cost of the appointment of two (2) additional Councilmembers for two years would be at least $130,000. This estimated amount includes operating expenses such as: salary/stipends, benefits (e.g., health, vision, dental, etc.), supplies, travel and meetings (e.g., conferences), telecommunications (e.g., cell phones), etc.. In addition, there would most likely be additional legal expenses related to the City Attorney's office supporting two additional City Council members.

BACKGROUND/DISCUSSION:

At its meeting of January 11, 2023, the City Council gave direction to have City staff return with information to discuss the process by which interested residents can apply for an appointment to the vacancies of the two at-large City Council seats. This item will allow the City Council to discuss and provide guidance to

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF JANUARY 25, 2023

the community on the process to be implemented to fill the vacancies for the two at-large seat terms for a period of two years.

At a special meeting on January 18, 2023, the City Council discussed and established a procedure for the consideration of two (2) at-large City Council seats with an ending term of November 12, 2024. The City Council has received applications by residents interested in being appointed to the vacant at-large City Council seats. These applications will be reviewed by the City Council for consideration of appointment. The deadline to appoint individuals for the vacant at-large City Council seats is February 13, 2023, pursuant to the 60-day timeline set by the Government Code.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

It is recommended that the City Council review and evaluate applications received by residents interested in being appointed to the vacant at-large City Council seats; receive comments from applicants; and designate those to be appointed to the vacant City Council seats for a two-year period.

ATTACHMENT(S)

1. Item No. 5 - Seven (7) City Council Application Submissions for Two At- Large Seats (1 Disqualified)

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ITEM # 6

CITY OF MONTEBELLO

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: René Bobadilla, City Manager

BY: Arnold Glasman, City Attorney

SUBJECT: ADOPTION OF RESOLUTION NO. 23-07 OF THE CITY COUNCIL OF THE CITY OF MONTEBELLO CONDEMNING AZERBAIJAN’S ILLEGAL

BLOCKADE OF NAGORNO-KARABAKH (ARTSAKH)

DATE: January 25, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Adopt Resolution No. 23-07 condemning Azerbaijan’s blockade of Nagorno-Kharabakh (Artsakh); and

2. Take such additional, related action that may be desirable.

FISCAL IMPACT:

N/A

BACKGROUND/DISCUSSION:

The 2022-2023 blockade of Artsakh is an ongoing event in the Nagorno- Karabakh conflict. The Nagorno-Kharabakh region is disputed between Azerbaijan and the breakaway Republic of Artsakh, which has a mostly ethnic- Armenian population and is supported by neighboring Armenia.

The only road connecting Nagorno-Karabakh with Armenia and the outside world, the Lachin corridor, has been blocked by Azerbaijan since December 12, 2022. This block has disrupted access to essential goods and services, including food, fuel and medication for the 120,000 Armenians living in Nagorno- Karabakh, effectively placing them under a blockade. This blockade has led to a severe humanitarian crisis, significantly affecting the most vulnerable populations. As a result, the transfer of critically ill patients is nearly impossible, and hundreds of families remain separated.

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF JANUARY 25, 2023

This humanitarian crisis was further aggravated by Azerbaijan’s disruption of the natural gas supply to Nagorno-Karabakh, which left houses, hospitals and schools without heating.

By sustaining the blockade of the Lachin corridor, Azerbaijan is breaching its international obligations under the trilateral ceasefire statement of November 9, 2020, under which Azerbaijan must guarantee the security of persons, vehicles and cargo moving along the corridor in both directions. The impediments to the use of the Lachin corridor set back the peace process between Armenia and Azerbaijan and undermine international confidence.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

It is recommended that the City Council adopt Resolution No. 23-07 condemning Azerbaijan’s blockade of Nagorno-Kharabakh (Artsakh).

ATTACHMENT(S)

1. Resolution No. 23-07, Artsakh Blockade

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RESOLUTION NO. 23-07

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MONTEBELLO, CALIFORNIA, CONDEMNING AZERBAIJAN’S

ILLEGAL BLOCKADE OF NAGORNO-KARABAKH (ARTSAKH)

RECITALS
WHEREAS, whereas the only road connecting Nagorno-Karabakh with Armenia and the outside world, the Lachin corridor, has been blocked by Azerbaijan since December 12, 2022; and
WHEREAS, this has disrupted access to essential goods and services, including food, fuel and medication, for the 120,000 Armenians living in Nagorno-Karabakh, effectively placing them under a blockade; and
WHEREAS, whereas the blockade has led to a severe humanitarian crisis, significantly affecting the most vulnerable populations; and WHEREAS, the transfer of critically ill patients is nearly impossible and hundreds of families remain separated; and
WHEREAS, this humanitarian crisis was further aggravated by Azerbaijan’s disruption of the natural gas supply to Nagorno-Karabakh, which left houses, hospitals and schools without heating; and
WHEREAS, whereas by sustaining the blockade of the Lachin corridor, Azerbaijan is breaching its international obligations under the trilateral ceasefire statement of November 9, 2020, under which Azerbaijan must guarantee the security of persons, vehicles and cargo moving along the corridor in both directions; and WHEREAS, whereas the impediments to the use of the Lachin corridor set back the peace process between Armenia and Azerbaijan and undermine international confidence; and
WHEREAS, the City of Montebello wishes to condemn the illegal blockade by Azerbaijan of Nagorno Karabapk (Artsakh).

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct and are hereby incorporated as substantive findings in this Resolution.

SECTION 2.The City of Montebello strongly condemns Azerbaijan’s blockade of Nagorno-Karabakh, the distruption of the natural gas supply causing tragic humanitarian consequences, and the failure to implement the trilateral ceasefire statement of November 9, 2020.

RESOLUTION NO. 23-07

SECTION 3. The City of Montebello urgest Azarbaijan to respect and implement the trilateral ceasefire statement and immediately reopen the Lachin corridor to enable free movement and ensure access to essential goods and servoces, thus guaranteeing security in the region and safeguarding residents’ livelihoods.

SECTION 4. This Resolution shall take effect immediately upon its adoption by the City Council and the City Clerk shall certify to the passage and adoption of this resolution.

APPROVED AND ADOPTED THIS 25TH DAY OF JANUARY 2023.
_______________________________
David N. Torres, Mayor
ATTEST:APPROVED AS TO FORM:

________________________________ ________________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )
I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 23-07 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 25th day of January 2023 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

RESOLUTION NO. 23-07

The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said City which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

DATE:

Christopher Jimenez, City Clerk

ITEM # 7

CITY OF MONTEBELLO

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: René Bobadilla, City Manager

BY: Paul Espinosa, Police Chief

SUBJECT: APPROVAL OF BUREAU OF JUSTICE ASSISTANCE (BJA), PATRICK

LEAHY BULLETPROOF VEST PARTNERSHIP (BVP) SOLICITATION

FUNDS UTILIZATION

DATE: January 25, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Approve the use of grant funding awarded to the Police Department by the Bureau of Justice Assistance (BJA), Patrick Leahy Bulletproof Vest Partnership (BVP) solicitation funds utilization, in the amount of $21,628.49; and

2. Amend the Fiscal Year 2022-23 budget and increase appropriations by $21,628, in grant Account No. 265-8003-6010.60 (Grants, Bulletproof Vest Grant, Personal Protective Equipment [expenditures]) and Account No. 265-99-4198.84 (Grants, Bulletproof Vest Grant [revenue]); and

3. Take such additional, related action that may be desirable.

FISCAL IMPACT:

The City of Montebello is being awarded $21,628 from the Bureau of Justice Assistance (BJA), Patrick Leahy Bulletproof Vest Partnership (BVP) program.

Although the City must pay upfront costs, half of all related, authorized expenditures will be reimbursed by the Grant. Reimbursement claims will be submitted as expenses are incurred based on the needs of the Police Department.

The total expected cost for the purchase of the ballistic vests is $43,257. There is a 50% required match from the City in the amount of $21,628. The City’s 50% match will come from the General Fund. There is sufficient funding in the Police Department's Fiscal Year 2022-23 budget for this required matching amount.

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF JANUARY 25, 2023

To keep up to date on safety requirements, a ballistic vest must be replaced every five years. It should be noted that the overall fiscal impact to the City of Montebello is reduced because the Police Department would have to purchase these vests at full replacement costs if the grant is not accepted. The department applies for this grant annually to assist with the purchase of new and replacement vests.

BACKGROUND/DISCUSSION:

The Patrick Leahy Bulletproof Vest Partnership (BVP), created by the Bulletproof Vest Partnership Grant Act of 1998, is a unique U.S. Department of Justice initiative designed to provide a critical resource to state and local law enforcement to help offset the cost of purchasing ballistic vests.

On September 21, 2022, the Police Department was awarded a BJA-BVP Grant in the amount of $21,628. The time period of the Grant is April 1, 2022 to August 31, 2024. Funding from this Grant has been approved for the reimbursement of half of the total cost of the purchase of National Institute of Justice (NIJ) compliant ballistic vests.

Every sworn police officer with the Montebello Police Department is issued a ballistic vest that they are required to wear while on duty. These vests have a manufacturers warranty of five years, at which time they must be replaced. This equipment is crucial to provide public safety personnel with live-saving equipment during the performance of their duties.

ENVIRONMENTAL:

N/A

ANALYSIS:

Montebello Police Department Policy 1024 states the guidelines for the proper use and replacement of body armor. Per policy, “all field officers in uniform shall wear their Department issued soft body armor at all times. The Administration supervisor shall ensure that body armor is issued to all officers when the officer begins service at the Montebello Police Department and that, when issued, the body armor meets or exceeds the standards of the National Institute of Justice.

The Administration supervisor shall establish a body armor replacement schedule and ensure that replacement body armor is issued pursuant to the schedule or whenever the body armor becomes worn or damaged to the point that its effectiveness or functionality has been compromised.”

Best practice strategies will be implemented to ensure that Department equipment is issued to personnel as required per Policy 1024.

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF JANUARY 25, 2023

SUMMARY:

The Department has been awarded a BVP Grant in the amount of $21,628. The Grant award will enable the Department to purchase and equip all sworn personnel with a uniquely fitted ballistic vest that shall be replaced on a 5 year replacement cycle per manufacturing specifications. It is critical that sworn personnel are provided the necessary equipment to perform their duties in the safest manner.

City Council is being asked to authorize the proposed use of the Grant as further outlined in the attached award letter and amend the FY 2022-23 budget by increasing appropriations by $21,628, in grant Account No. 265-8003-6010.60 (Grants, Bulletproof Vest Grant, Personal Protective Equipment [expenditures]) and Account No. 265-99-4198.84 (Grants, Bulletproof Vest Grant [revenue]).

ATTACHMENT(S)

1. Attachment A - BVP Application

2. Attachment B - BVP Award Notification

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ITEM # 8

CITY OF MONTEBELLO

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: René Bobadilla, City Manager

BY: David Sosnowski, Director of Recreation and Community Services

SUBJECT: AUTHORIZATION TO ISSUE A REQUEST FOR PROPOSALS (RFP NO. 23-7) FOR CHARTER BUS SERVICES

DATE: January 25, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Authorize staff to issue a Request for Proposals (RFP No. 23-7) for charter bus services for the Recreation and Community Services Department; and

2. Take such additional, related action that may be desirable.

FISCAL IMPACT:

It is anticipated that charter bus services for the Recreation and Community Services Department will not exceed $120,000 per Fiscal Year. The Department has budgeted approximately $75,000 each Fiscal Year in Proposition A Local Return Funds (Fund 210). Additionally, the Department will be receiving grant funding through the State of California’s Outdoor Equity Program. Based upon the approved grant budget, charter bus expenses for this program are estimated to be $45,000 per Fiscal Year. These funds are used for recreational trips and events.

BACKGROUND/DISCUSSION:

The City of Montebello is seeking a contractor to provide charter bus services for the Department. The Department currently utilizes charter bus services for senior excursions, youth field trips, and shuttle services for special events. These expenses are funded by Proposition A Local Return funds. Proposition A Local Return funds are administered by the Los Angeles County Metropolitan Authority (Metro) and allocated to jurisdictions on a “per

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF JANUARY 25, 2023

capita” basis. Recreational trips and event shuttle services are eligible expenditures per the Proposition A guidelines.

The City has additionally been awarded funding through the State of California’s Outdoor Equity Program (Program). The Program aims to strengthen access to natural areas and open spaces for underserved communities. The City will be using the awarded funds to establish a trip program for underserved patrons in the community. As a part of the Program, charter bus services will be required to transport participants to various areas and are an allowable grant expense.

ENVIRONMENTAL:

N/A

ANALYSIS:

The current contract for charter bus services for the Department ends in late March 2023 and the City will be going out to bid to award a new three-year contract for services. Charter bus services will allow for the Department to provide various trip services for the community and continue to expand recreational opportunities in the City. This includes senior trips, special event shuttles, community trips, and youth field trips as a part of seasonal camp programs.

In order to accommodate the various programs that will utilize charter bus services, the Department may potentially award multiple contracts. This allows for flexibility to ensure services can be scheduled for all programming and is available in the event a contractor is not available on a given date for a particular event/trip. Services will be utilized on an as-needed basis and all contracts will be presented to City Council for approval, should they be $50,000 or more, per Municipal Code Chapter 3.21 et al.

The RFP scope will include charter bus services for the programs described above and will request pricing for transportation options of varying passenger capacities. The contractor will provide all labor and equipment associated with the scope of work and ensure the appropriate licensed/permitted vehicles, staff, and supplies are readily available to provide services for the City. In making the award, the City will take into consideration the bidder’s experience, fleet, pricing, availability, and safety record.

SUMMARY:

Staff recommends the City Council authorize issuance of a Request for Proposals (RFP No. 23-7) for charter bus services for the Recreation and Community Service Department.

ATTACHMENT(S)

CITY COUNCIL AND PUBLIC FINANCING AUTHORITY AGENDA REPORT - MEETING OF JANUARY 25, 2023

1. Attachment A - Draft Charter Bus RFP

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CITY OF MONTEBELLO
Request for Proposals

RFP No. 23-7
Charter Bus Services

Release Date: Wednesday, February 1, 2023
Due Date: Thursday, February 23, 2023, at 11 a.m. PST

Charter Bus Services
Request for Proposals (RFP) No. 23-7
2 TO PROSPECTIVE PROPOSERS
The City of Montebello invites Vendors to submit a proposal in accordance with this Request for Proposals (RFP). Your response to this request will be evaluated to determine your Vendor's qualifications. Submissions must adhere to the format and content of this RFP. Proposals will not be evaluated unless all parts requested are submitted in a complete package. The information set forth is the minimum required to qualify for consideration. The successful Proposer will be required to enter into a Professional Services Agreement based on the specifications outlined in this RFP.

THE DATE OF SOLICITATION
February 1, 2023

THE PROJECT
Recreation and Community Services Charter Bus Services

THE OWNER
City of Montebello – Recreation and Community Services Department 1600 West Beverly Blvd., Montebello, CA 90640
Attn: David Sosnowski, Director of Recreation and Community Services Contact Phone: (323) 887-1200
Contact E-Mail: [email protected]

PROPOSAL CONTACT
City of Montebello – Recreation and Community Services Department 1700 W. Victoria Ave., Montebello, CA 90640
Attn: Laurie Aguilar, Management Analyst
Contact Phone: (323) 887- 1200 Ext. 374
Contact E-Mail: [email protected]

Any questions related to this RFP should be submitted via the City’s PlanetBids Portal by Monday, February 13, 2022, at 11:00 a.m. PST. Prospective vendors must register their business with PlanetBids prior to being able to view or bid on any RFP. To access the City's PlanetBids Portal, please go to:
https://www.montebelloca.gov/cms/one.aspx?portalId=58756&pageId=84839

Charter Bus Services
Request for Proposals (RFP) No. 23-7
3 Table of Contents Page

1.0 Notice Inviting Proposals 4

2.0 Introduction/About the City of Montebello 5

3.0 Timeline 7

4.0 Purpose 7

5.0 Scope of Work 7

6.0 Proposal Submittal 9

7.0 Evaluation of Proposal 9

8.0 Proposal Protests 9

9.0 Execution of Agreement 11

10.0 Insurance 11

11.0 Non-Commitment of City 13

12.0 Labor Requirements 13

13.0 Records 13

14.0 Subcontractors 14

15.0 Modifications/Changes 14

16.0 Disclosure of Information 14

17.0 City of Montebello Rights 14

Appendix A – Proposal Content and Format
Appendix B - Sample Professional Services Agreement

Charter Bus Services
Request for Proposals (RFP) No. 23-7
4 1.0 Notice Inviting Proposals
The City of Montebello is seeking proposals from qualified vendors/businesses to provide Charter Bus Services for the Recreation and Community Service Department following the specifications, terms, and conditions identified in Request for Proposals (RFP) No. 23-7. Prospective respondents are advised to carefully read information related to this opportunity before submitting a response.

To view the complete RFP package, please visit:
https://www.montebelloca.gov/cms/one.aspx?portalId=58756&pageId=84839 Prospective bidders must register their business with PlanetBids prior to being able to view or bid on any RFP.

Questions must be submitted no later than Monday, February 13, 2023, at 11:00 a.m. PST.

Responses must be submitted via PlanetBids by Thursday, February 23, 2023, at 11:00 a.m. PST.

Responses to this request will be evaluated to determine the vendor/business that is the most qualified and responsive to the requirements. Responses must adhere to the format and content described in the RFP. Responses will not be evaluated unless all parts requested are submitted in a complete package. The information set forth is the minimum required to be considered.

DATE OF SOLICITATION: Wednesday, February 1, 2023

*QUESTIONS DEADLINE: Monday, February 13, 2023 at 11:00 a.m. PST *QUESTIONS MUST BE SUBMITTED VIA PLANETBIDS

SUBMITTAL DUE DATE: Thursday, February 23, 2023 at 11:00 a.m. PST

Charter Bus Services
Request for Proposals (RFP) No. 23-7
5 2.0 Introduction
The City of Montebello, hereinafter referred to as the City, invites qualified Vendors to submit written proposals for providing Charter Bus Services for the Recreation and Community Services Department. Should an award be made, the selected proposer will enter into an agreement with the City of Montebello to provide these services.

Through this solicitation, the City seeks to establish a three (3) year agreement for Charter Bus Services with an option to extend for two (2) additional, one (1) year terms.

Responses are due no later than Thursday, February 23 2023, at 11:00 a.m. PST through the City's PlanetBids Portal. Before submitting responses, Vendors must register as a vendor in the portal. Vendors are encouraged to register well ahead of the deadline to avoid any technical difficulties that may arise. To register, please visit:
https://www.montebelloca.gov/cms/one.aspx?portalId=58756&pageId=84839 and click "New Vendor Registration."

All responses to this opportunity must conform to this Request for Proposals (RFP) requirements. Failure to do so may result in the response being considered non- responsive.

Proposals submitted to the City of Montebello shall become the exclusive property of the City. Submissions shall become a matter of public record subject to disclosure, except for those elements that are identified by the Consultant/Vendor as business or trade secrets and marked as "Trade Secret", "Confidential", or "Proprietary" and determined by the City to be exempt from disclosure under the Public Records Act.

Each element of a submittal that the Vendor desires not to be considered a public record must be marked as set forth above. If disclosure is required under the California Public Records Act or otherwise by law, the City will decide and retain the confidentiality to the extent permitted.

About the City of Montebello
Montebello ("beautiful mountain" in Spanish and Italian) is a city in the County of Los Angeles, California. Founded in 1899 and incorporated in 1920, the City is an 8.37 square mile General Law City located east of Downtown Los Angeles. Currently, the City has a population of approximately 63,000 residents. It hosts a mix of various industries that represent the business diversity of the County of Los Angeles as a whole. It is a full-service city that provides a long list of services, employing approximately 480 full-time and part-time employees in public safety, transit, and non- safety functions.

Department of Recreation and Community Services
Our Mission is to: Strengthen community through people, parks & programs.

The department strives to provide rewarding programs, services, and facilities that enhance the quality of life for Montebello residents and positively influence the public.

Staff are committed to strengthen Montebello’s image and offer a sense of community, thereby supporting economic development, increasing public

Charter Bus Services
Request for Proposals (RFP) No. 23-7
6 engagement, and promoting health and wellness. The Recreation and Community Services Department is comprised of the following programs and operational areas:

Administration
The Recreation and Community Services Administration is responsible for the leadership and oversight of a wide range of recreational facilities, parks, programs, services, and Golf Course operations. Staff maintain budgetary control and fiscal responsibility for the department, grants management, strategic planning, interdepartmental coordination, and collaboration with the School District, community sports leagues, the Parks and Recreation Commission, and other community based organizations.

Programs & Services
The Department provides innovative community programs, staff run or contracted classes, and services for people of all ages and developmental abilities that encompass community engagement, leisure, social, and cultural programming, special events, aquatics, camps, educational services, and grant funded programs such as the Youth Employment Program.

Parks & Recreation Facilities
The Department of Recreation and Community Services oversees, operates, and coordinates the reservation and rentals of facilities for its community groups, residents, employers, and visitors. Over 84 developed acres are home to ten (10) parks; multiple athletic fields; outdoor pickle-ball, basketball, and tennis courts; an indoor gymnasium; a skate park; two aquatic facilities and a splash pad; a community garden; batting cages; a barnyard zoo; a youth center; and outdoor amphitheater; and a senior center.

Senior Services
Senior Services are offered to empower and provide senior citizens aged 50 years and over access to physical, leisure, social, and life-enhancing and sustaining programs and services, thus allowing older adults to thrive and age healthfully in the community. To support this, the Montebello Senior Center maintains a schedule of classes, social services, and special events for the senior population. Continuous programs include health screenings, dances, and a variety of exercise/leisure classes. Staff promote needed senior resource programs to reinforce this group’s quality of life, health and well-being. By providing senior citizens assistance, advocacy, and liaison services for various resources related to housing, food, healthcare, and transportation among others.

Special Events
The Department of Recreation and Community Services is responsible for coordinating special events in the Montebello community, festivities that display Montebello's unique heritage and diverse cultures. The current events are the Veteran's Day Program, Memorial Day Program, City Heritage 5K Run, Halloween

Charter Bus Services
Request for Proposals (RFP) No. 23-7
7 Fest, Winter Wonderland and Tree Lighting, Independence Day Spectacular, and Downtown Street Fest
Sports
Staff coordinate sports programs and field rentals for all community members and sports organizations. Staff have developed and oversee the youth basketball, soccer, t-ball/baseball, and flag-football leagues; adult softball and basketball leagues; as well as a summer swimming team.

3.0 Timeline

 Release RFP January 23, 2023
 Online Q&A Deadline February 13, 2023 at 11a.m. PST  Deadline to Submit Responses via PlanetBids February 23, 2023 at 11a.m. PST  City Review of Qualification Submissions February 27 – March 3, 2023  Notifications Sent to Vendors Anticipated March 7, 2023  Award Anticipated March 8, 2023

4.0 Purpose

Through this opportunity, the City of Montebello intends to obtain the services of a qualified company to provide Charter Bus Services for the Recreation and Community Services Department and to provide the services as detailed in the Scope of Work/Services section.

5.0 Scope of Work/Services

The City of Montebello is interested in awarding a professional services agreement for Charter Bus Services for the Recreation and Community Services Department.

Charter Bus Services are utilized for senior programming, youth field trips, community excursions, and special events. The contractor is required to have knowledge and experience in charter bus services. The contract to be awarded is in the amount of up to $120,000 per year. The services being bid in the contents of this RFP are on an as-needed basis.

The contractor agrees to furnish all equipment, labor, material, supervision and services necessary for the execution and completion of all items required to provide complete and reliable Charter Bus Services as herein specified. At minimum, the contractor shall:

 Take appropriate steps to protect the safety of any citizen that may come in contact with the contractor’s employees.
 Ensure compliance with all Department of Transportation and Federal Highway Administration regulations with regard to their service to the City.  Provide a list of drivers that will be employed along with their driver’s license numbers and all proper endorsements.
 Have the capability to provide more than one (1) bus per trip, as required.  Ensure drivers:
o Secure, in advance, the safest and most efficient driving directions to

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Request for Proposals (RFP) No. 23-7
8 and from the scheduled destination(s).
o Submit their fingerprints in a manner authorized by the Department of Justice (the City will require a list of drivers who have cleared background checks to be supplied at the commencement of the contract).
o Are in possession of a valid driver’s license with proper endorsements qualifying them to operate vehicles outlined in this RFP. o Be appropriately trained and regularly evaluated for conformance with safety regulations and skills in conformance with all applicable California and Federal regulations.
o Possess and meet all certifications for transportation of children as required by the State of California Department of Transportation – school bus drivers must have SPAB Certification
o Be professional, courteous, and provide excellent customer service. o Are in a qualified Drug and Alcohol testing pool that meets all Federal standards as applicable.
o Be available for contact at any time during services. o Provide an emergency contact phone number during all hours of each service.
o Ensure vehicles and contents are secure at all times. o Secure parking locations and pay for all tolls and parking expenses.

Parking expenses shall be reimbursed, to the contractor by the City, upon receipt of invoice(s).
 Al buses provided for the scheduled services shall be in good condition and meet all Department of Transportation Federal Highway Administration rules, regulations, and guidelines. Additionally, buses must:
o Have ADA wheel chair lifts or ramps.
o Not be older than 10 (10) years.
o Depart and return to City designated locations.
o Arrive, at minimum, 20 minutes prior to scheduled departure time. o Be clean, litter free, well-maintained with working electrical equipment and in good working condition prior to departure.
o Carry on-board first aid kits.
o Be equipped with heat and air conditioning (charter buses) and shall be in excelled condition, clean, sanitized, and stocked.
o Have “kneeling” capabilities in order to assist those with limited mobility. o Have a functioning cell phone with each driver at all times.  Contractor shall also:
o Agree to allow the City the reserved right to reduce the number of passengers/buses and bus size as initially requested or to cancel an excursion within 48 hours advance notice without charge. o Notify the City of alterations and/or cancellations at a minimum 48 hours in advance.

All proposals shall include turnkey pricing for all services requested. All quantities are approximate, and the City reserves the right to reasonably increase or decrease the amounts, and change specifications upon award.

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Request for Proposals (RFP) No. 23-7
9 6.0 Proposal Submittal

Please review Appendix – A (Proposal Format and Content), attached hereto and incorporated herein by this reference, for specific details regarding the information that needs to be included in your submission. Failure to provide all requested information may be considered “non-responsive” and rejected.

Responses to this RFP must be submitted electronically via the City’s PlanetBids Portal by the deadline. Any responses transmitted and/or time-stamped after the deadline will not be accepted. Vendors planning to submit responses to this request are highly encouraged to submit all documentation before the deadline to avoid any technical difficulties/errors.

7.0 Evaluation Criteria
The Recreation & Community Services Department will establish an evaluation committee consisting of City staff responsible for reviewing and rating each proposal.

The proposal evaluation process will be conducted using a two-step process.

First, the committee will review submissions to ensure adherence to the minimum/proposal format requirements. In the second part of this process, the evaluation committee will review and rate proposals based on the following:

Qualifications as they relate to this project (50%)
 Thoroughness and understanding of the tasks to be completed  Background and experience in charter bus services
 Experience of personnel assigned to the work
 Availability
 Quality and size of fleet
Reputation for integrity and competence (30%)
 Positive Reference Checks
 Safety record
Proposed Fees and Charges for Service (20%)

8.0 Protest Procedures
Proposal Protest Procedures (Before Proposal Opening)
A protest filed before proposal opening must be filed in writing no later than ten (10) working days before proposal opening. The most common types of protest that might be filed before a proposal opening would include those based upon restrictive specifications or alleged improprieties in any solicitation that is apparent before the scheduled proposal opening.

When a protest is filed before a scheduled proposal opening, certain steps must be followed:

A. The protest must be submitted in writing within the specified time frame (no later than ten (10) working days prior to a proposal opening). All protests must be filed with the Director of Recreation for determination. Protest must be submitted to the Director of Recreation by mail or e-mail within the specified

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Request for Proposals (RFP) No. 23-7
10 time frame. Protests can be sent to:

Mail:

The City of Montebello
Attn: Michael Solorza, Director of Finance
1600 W. Beverly Blvd
Montebello, CA 90640

or

E-mail:
[email protected]

B. The protest must contain the factual and legal reason(s) for the protest and should recommend a proposed remedy. Nevertheless, it should be noted that the City reserves the right not to implement the proposed remedy but offer alternative solutions where applicable.

C. Where appropriate, the City will hold an informal conference on the merits of a protest with all interested parties allowed to attend. Interested parties may include all proposers and Sub-contractors or suppliers, provided they have a substantial economic interest in a portion of the RFP.

D. All potential proposers will be advised of a pending protest.

E. The City shall not open proposals prior to the resolution of the protest unless it is determined that:
 The items to be procured are urgently required;
 Delivery or performance will be unduly delayed by failure to make the award promptly; or
 Failure to make a prompt award will otherwise cause undue harm to the City.

The City will respond in writing within ten (10) working days after receipt of a properly filed protest. The response will be provided by the Director of Recreation and will include a response to each substantive issue raised in the protest.

After the exhaustion of administrative remedies, the protesting party will be given the City’s final decision. The Director of Recreation has the authority to make the final determination regarding all protests.

Proposal Protest Procedures (After Proposal Opening/Post Award) A protest filed after a proposal opening must be filed within three (3) working days after the proposal opening date. The City will grant the protesting Consultant a fair review and shall have up to ten (10) working days to review the protest and render its decision.

9.0 Execution of Agreement

The resulting agreement (see attached sample Appendix B), shall be signed by the

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Request for Proposals (RFP) No. 23-7
11 successful Proposer and returned within the required insurance within ten (10) business days after the City has provided written notice that the consultant/Vendor has been awarded. Failure to execute the agreement and file acceptable insurance documents as provided herein shall just cause, at the City's option for annulment of the award. Please review the insurance requirements and indemnification clause as stated in the attached sample agreement.

Should the successful proposer decline to execute the agreement, the City Council can either reject all proposals or call for new proposals or accept other proposals.

10.0 Insurance
The Consultant/Vendor selected must meet the following minimum insurance requirements upon execution of the City’s Professional Services Agreement:

A. Commercial General Liability

Commercial General Liability (CGL) (equivalent in coverage scope to Insurance Services Office, Inc. Form CG 00 01) shall cover on an “occurrence” basis for bodily injury and property damage, including premise-operations, products-completed, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury, and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.

If requested, the "City of Montebello, its officials, employees, and agents" must be separately endorsed to the policy as additional insureds on an endorsement equivalent to the Insurance Services Office, Inc. Form CG 20 10 11 85 of CG 20 26 1185.

B. Business Automobile Liability

For owned vehicles, hired, and non-owned vehicles, Insurance Services Office Form CA 00 01 covering, Code 1 (any auto), or if the vendor has not owned autos, Code 8 (hired) and 9 (non-owned) with a limit no less than $1,000,000 per accident for bodily injury and property damage.

If an automobile is not necessary to perform services, the Consultant must submit a written request for a waiver of this requirement.

C. Professional Liability or Errors and Omissions

Depending on the work or services to be performed, professional liability or errors and omissions liability insurance may be required. The City will require the vendor to provide professional liability or errors and omissions liability insurance in an amount not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. Architects’ and engineers’ coverage shall be endorsed to include contractual liability.

D. Workers' Compensation and Employer's Liability

Workers' compensation as required by the California Labor Code and Employer's