Palo Alto City Council
March 16, 2026

CITY COUNCIL
Special Meeting
Monday, March 16, 2026
Council Chambers & Hybrid
4:30 PM
Amended Agenda
Amended agenda items appear below in RED
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.

VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900-6833

PUBLIC COMMENTS
General Public Comment for items not on the agenda will be accepted in person for up to three minutes or an amount of time determined by the Chair. General public comment will be heard for 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.

Public comments for agendized items will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. Requests to speak will be taken until 5 minutes after the staff’s presentation or as determined by the Chair. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line. Multiple individuals who wish to speak on the same item may designate a spokesperson. Spokespersons must be representing five or more verified individuals who are present either in person or via zoom. Spokespeople will be allowed up to 10 minutes, at the discretion of the presiding officer. Speaking time may be reduced if the presiding officer reduces the speaking time for individual speakers.

PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted. Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that:
(1) sticks, posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do not create a facility, fire, or safety hazard; and (3) persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting.

TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. 1 March 16, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas.

CALL TO ORDER
SPECIAL ORDERS OF THE DAY (4:30 - 4:55 PM)

1. Recognition of Sister City Tsuchiura, Japan and Palo Alto Student Exchange Program Participants. Late Packet Report added

2. Proclamation Recognizing March 2026 as American Red Cross Month

AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (4:55 - 5:25 PM)
Members of the public may speak in-person ONLY to any item NOT on the agenda. 1-3 minutes depending on number of speakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (5:25 - 5:40 PM) Members of the public may not speak to the item(s).

CONSENT CALENDAR (5:40 - 5:45 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

3. Approval of Minutes from March 2, 2026 Meeting

4. Adoption of a Resolution Making Necessary Findings and Approving a Lease-Purchase Agreement with Motorola Solutions, Inc for Multi-Band Portable and Mobile Radios and Accessories for all City Departments in an amount not to exceed $5,848,220 for a Term of

8.4 Years; CEQA Status – exempt under Regulation section 15601(b)(3).

5. Adoption of a Resolution Approving Edison Electric Institute Master Power Purchase and Sale Agreements with NRG Business Marketing LLC, DRW Energy Trading LLC, and Dynasty Power Inc., (collectively the “Master Agreements”), Delegating Authority to the City Manager to Transact Under the Master Agreements for Electricity-Related Commodities and Services, and Updating the City’s Standard Form Edison Electric Institute Master Power Purchase and Sale Agreement; CEQA status: not a project under CEQA Guidelines sections 15378(a)

6. Approval of Professional Services Contract Number C26193604 with GOVERNMENTJOBS.COM INC dba NEOGOV in an Amount Not to Exceed $686,277 for Full-cycle Recruitment and Applicant Tracking, Employee Development and Management Human Resource Platform for a Term of Five Years; CEQA Status - Not a Project. 2 March 16, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas.

7. Approval of Amendment No. 1 to Contract S23184208 with Flynn Resources Inc., in the Amount of $170,000 for a revised Total Not-to-Exceed Amount of $425,000 and Extending Term Two Years to Provide As-Needed Electric Engineering Consulting Services Related to Electric Transmission Line Expansion, Interconnection, Engineering Analysis and Regulatory Issues; CEQA Status: the Grid Modernization Project is Exempt Under CEQA Guidelines Sections 15302, 15303 and 15183

8. Authorization to Fully Encumber Legal Services Contract S26195211 with Atkinson Andelson Loya Ruud & Romo For a Total Not- to-Exceed Amount of $255,000; CEQA Status – Not a Project.

9. Accept the Single Audit Report audited by Macias Gini & O’Connell for the year ended June 30, 2025, Fiscal Year 2025; CEQA Status – Not a Project.

10. Approval of Professional Services Contract No. C26194015 with Geosyntec Consultants, Inc. in an Amount Not to Exceed $795,965 for Design and Outreach Services for the City Park-Green Stormwater Infrastructure Project for the period of March 16, 2026 through March 31, 2028; CEQA Status – Exempt Pursuant to CEQA Guidelines Section 15306 CITY MANAGER COMMENTS (5:45 - 6:00 PM)
BREAK (15 MINUTES)
ACTION ITEMS (Item 11: 6:15 - 6:30 PM, Item 12: 6:30 - 8:00 PM; Item 13: 8:00 - 9:00 PM; Item 14: 9:00 - 10:30 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.

11. Approval of an Employment Agreement and Adoption of a Resolution Appointing Christopher Jensen as City Attorney at an Annual Salary of $380,000.

12. QUASI-JUDICIAL. 2100-2400 Geng Road [24PLN-00356 & 24PLN-00357]: Request for Approval of Applications for Site and Design, a Conditional Use Permit, and a Vesting Tentative Map to Construct 145 For Sale Townhome Units. Thirteen Percent of the Units Would Be Deed Restricted to Low Income Households. The Project is Proposed in Accordance with Builder’s Remedy (California Government Code Section 65589.5(d)(5)).

A Senate Bill 330 Pre-Application was Filed on July 8, 2024. The Project Also Includes Adoption of a Parkland Improvement Ordinance to Authorize Tree Removals in the Baylands Athletic Center, Which Would be Impacted by the Project. CEQA Status:

Exempt from CEQA in Accordance with CEQA Guidelines Section 15183 (Comprehensive 3 March 16, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas.

Plan Consistency). Supplemental Report added

13. PUBLIC HEARING / QUASI-JUDICIAL. 4075 El Camino Way [23PLN-00202]: Adoption of an Amendment to a Planned Community Ordinance (PC-5116) to Allow for Modifications to an Existing 121-Unit Assisted Living and Memory Care Facility. CEQA Status: Exempt from the Provisions of the California Environmental Quality Act (CEQA) in Accordance with CEQA Guidelines Section 15301 (Modifications to Existing Facilities).

14. Adoption of an Ordinance Adding a New Section 18.40.280 (Bird-Friendly Design) to Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of the Palo Alto Municipal Code; CEQA Status: Exempt Pursuant to CEQA Guidelines Section 15308 (Actions for Protection of the Environment)

CLOSED SESSION

15. CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION
Subject: Potential litigation regarding 156 North California Avenue, as set forth in letter(s) from Holland & Knight LLP dated September 3, 2025 Authority: Government Code Section 54956.9(d)(2)
Number of potential cases: 1, as Defendant
Item Removed Off Agenda

ADJOURNMENT

INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action or discussion during this meeting’s agenda.

A. Summary of Fiscal Year 2024-2025 Community Development Block Grant (CDBG) Program Accomplishments — Review of the CDBG Consolidated Annual Performance and Evaluation Report (CAPER). CEQA Status: Not a Project.

OTHER INFORMATION
Standing Committee Meetings this week
4 March 16, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas.

Finance Committee March 17, 2026
Economic Development Committee March 18, 2026

Public Comment Letters
Schedule of Meetings

AMENDED / SUPPLEMENTAL AGENDA ITEMS

1. Recognition of Sister City Tsuchiura, Japan and Palo Alto Student Exchange Program Participants. Late Packet Report added

12. QUASI-JUDICIAL. 2100-2400 Geng Road [24PLN-00356 & 24PLN-00357]: Request for Approval of Applications for Site and Design, a Conditional Use Permit, and a Vesting Tentative Map to Construct 145 For Sale Townhome Units. Thirteen Percent of the Units Would Be Deed Restricted to Low Income Households. The Project is Proposed in Accordance with Builder’s Remedy (California Government Code Section 65589.5(d)(5)).

A Senate Bill 330 Pre-Application was Filed on July 8, 2024. The Project Also Includes Adoption of a Parkland Improvement Ordinance to Authorize Tree Removals in the Baylands Athletic Center, Which Would be Impacted by the Project. CEQA Status:

Exempt from CEQA in Accordance with CEQA Guidelines Section 15183 (Comprehensive Plan Consistency). Supplemental Report added

15. CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION
Subject: Potential litigation regarding 156 North California Avenue, as set forth in letter(s) from Holland & Knight LLP dated September 3, 2025 Authority: Government Code Section 54956.9(d)(2)
Number of potential cases: 1, as Defendant
Item Removed Off Agenda
5 March 16, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas.

PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.

1. Written public comments may be submitted by email to [email protected].

2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.

3. Spoken public comments for agendized items using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom-based meeting. Please read the following instructions carefully. ◦ You may download the Zoom client or connect to the meeting in- browser. If using your browser, make sure you are using a current, up-to-date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
◦ You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
◦ When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
◦ When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.

4. Spoken public comments for agendized items using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.

CLICK HERE TO JOIN Meeting ID: 362-027-238 Phone: 1-669-900-6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329-2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
6 March 16, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas.

California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments.
7 March 16, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas.

City Council
Staff Report
Report Type: SPECIAL ORDERS OF THE DAY
Lead Department: City Clerk
Meeting Date: March 16, 2026
Report #:2603-6069
TITLE
Proclamation Recognizing March 2026 as American Red Cross Month

ATTACHMENTS
Attachment A: American Red Cross Month 2026
APPROVED BY:

Mahealani Ah Yun, City Clerk
Item 2
Item 2 Staff Report
Item 2: Staff Report Pg. 1 Packet Pg. 8 of 1140
Proclamation
_____________________
Mayor Vicki Veenker
AMERICAN RED CROSS MONTH 2026
WHEREAS, March is American Red Cross Month, a time when we recognize the humanitarian organization that eases people's suffering during life's emergencies in the City of Palo Alto, across the United States, and around the world; and
WHEREAS, the Silicon Valley Chapter of the American Red Cross plays an especially vital role in our local community, providing essential services to residents of Santa Clara County and beyond, including disaster response, emergency preparedness education, and support for military families, ensuring that those in need have access to critical resources and assistance; and
WHEREAS, the Silicon Valley Chapter's dedicated volunteers and staff work to support neighbors affected by home fires, floods, and other local emergencies, offer lifesaving CPR and first aid training, and collect muchneeded blood donations that save lives every day; and WHEREAS, the City of Palo Alto would like to remember our heroes who help people in need and work tirelessly to assist their neighbors when they need a helping hand; and WHEREAS, every day, people in our community depend on the American Red Cross, whose lifesaving mission is powered by the devotion of volunteers, the generosity of donors and partnership of community organizations; and
WHEREAS, the City of Palo Alto dedicates the month of March to all those who support the American Red Cross mission, to prevent and alleviate human suffering in the face of emergencies.

NOW, THEREFORE, I, Vicki Veenker, Mayor of the City of Palo Alto, California, do hereby proclaim March 2026 as American Red Cross Month. I call upon our residents to join me in recognizing and thanking the dedicated volunteers, donors, and staff of the American Red Cross for their unwavering service to our community.

PRESENTED: March 16, 2026
Item 2
Attachment A - American
Red Cross Month 2026
Item 2: Staff Report Pg. 2 Packet Pg. 9 of 1140
City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: March 16, 2026
Report #:2603-6088
TITLE
Approval of Minutes from March 2, 2026 Meeting

RECOMMENDATION
Staff recommends that the City Council review and approve the minutes.

ATTACHMENTS
Attachment A: March 2, 2026 Draft Action Minutes
APPROVED BY:

Mahealani Ah Yun, City Clerk
Item 3
Item 3 Staff Report
Item 3: Staff Report Pg. 1 Packet Pg. 10 of 1140

CITY COUNCIL

DRAFT ACTION MINUTES

Regular Meeting
March 2, 2026
The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M.

Present In Person: Burt, Lauing, Lu, Reckdahl, Stone, Veenker Present Remotely: Lythcott-Haims (Traditional Brown Act)

Absent:

Special Orders of the Day

1. Santa Clara County Science and Engineering Fair Association 2026 Science Fair Winners from Palo Alto

NO ACTION

2. Review Applications and Select Candidates to Interview for the Historic Resources Board (HRB), Human Relations Commission (HRC), Planning & Transportation Commission (PTC), Stormwater Management Oversight Committee (SWMOC), and Utilities Advisory Commission (UAC) Vacancies; CEQA Status - Not a Project

NO ACTION
Agenda Changes, Additions and Deletions
Public Comment
Council Member Questions, Comments and Announcements
Item 3
Attachment A - March 2,
2026 Draft Action Minutes
Item 3: Staff Report Pg. 2 Packet Pg. 11 of 1140

DRAFT ACTION MINUTES

City Council Meeting
Draft Action Minutes: 03/02/2026
Study Session

3. Palo Alto Link Program & Transit Futures Review; CEQA status – not a project.

NO ACTION
Consent Calendar
MOTION: Vice Mayor Stone moved, seconded by Councilmember Lu to approve Agenda Item Numbers 4-8.

MOTION PASSED: 7-0

4. Endorsement of the Connect Bay Area Transit Initiative

5. Authorize Transmittal of the 2025 Comprehensive Plan Annual Progress Report to the Governor’s Office of Land Use and Climate Innovation and the 2025 Housing Element Annual Progress Report to the Department of Housing and Community Development.

CEQA Status: Not a Project.

6. Approval of General Service Contract No. C26195719 with Clean Harbors Environmental Services, Inc. in an Amount Not-to-Exceed $1,914,000 to Provide Household Hazardous Waste Management and Emergency Response Services for a Period of Five Years, and Approval of a Budget Amendment in the Refuse Fund; CEQA Status – Negative Declarations Previously Approved

7. Approval of Professional Services Contract Number C26195818 With BKF Engineers in an Amount Not to Exceed of $900,000 Over a 3-year Term for On-Call Surveying and Design Support Services; CEQA Status – Not a Project

8. Approval of Amendment No. 1 to the Multi-Agency Staffing Agreement for Fire Station

8. CEQA Status – Not a Project.

City Manager Comments
Ed Shikada, City Manager
Action Items

9. Review the 2024 Greenhouse Gas Inventory and S/CAP Key Performance Indicators Annual Progress Report, and Approve the 2026-2027 S/CAP Work Plan and Receive Six Item 3
Attachment A - March 2,
2026 Draft Action Minutes
Item 3: Staff Report Pg. 3 Packet Pg. 12 of 1140

DRAFT ACTION MINUTES

City Council Meeting
Draft Action Minutes: 03/02/2026
S/CAP Studies Recommended by the Climate Action and Sustainability Committee; CEQA Status: Review GHG Inventory and Key Performance Indicators: Not a Project; Potential Environmental Impacts of the S/CAP Work Plan were Studied in the June 5, 2023 S/CAP Addendum to the 2017-2031 Comprehensive Plan EIR; this Project is also Exempt Pursuant to CEQA Guidelines Section 15183
MOTION: Councilmember Burt moved, seconded by Councilmember Reckdahl to:

1. Approve the 2026-2027 S/CAP Work Plan; and

2. Receive the following studies:
a. S/CAP Funding and Financing Study;
b. S/CAP Funding Source Survey;
c. EV Charger Needs Assessment;
d. Single-family, Multi-family, and Non-Residential Building Sector Studies; and

3. Communications additions:
a. Emphasize the health risks;
b. Develop a communication plan similar to the San Mateo County model and incentivizing behavior toward our climate action goals; c. Leverage community partners.

MOTION PASSED: 6-0-1, Lythcott-Haims absent

10. Status Update on Implementation of the Reliability and Resiliency Strategic Plan; Accept 1) Palo Alto’s Electric System Reliability Indices and Recommended Goals and Reporting, 2) the “Evaluation of Local Energy Resources to Lower Costs and Improve Reliability and Resiliency” Report (as recommended by Climate Action and Sustainability Committee and Utilities Advisory Commission) to Complete Reliability and Resiliency Strategic Plan Strategy Four and Strategy Five; and Provide Direction to Pursue Various Activities Related to Flexible Energy Resource and Efficient Electrification to Improve Reliability and Resiliency; CEQA Status - Not a Project
MOTION: Councilmember Burt moved, seconded by Mayor Veenker to:

1. Accept Palo Alto’s electric system reliability indices and recommended goals and reporting.

Item 3
Attachment A - March 2,
2026 Draft Action Minutes
Item 3: Staff Report Pg. 4 Packet Pg. 13 of 1140

DRAFT ACTION MINUTES

City Council Meeting
Draft Action Minutes: 03/02/2026

2. Accept the “Evaluation of Local Energy Resources to Lower Costs and Improve Reliability and Resiliency” report to complete Reliability and Resiliency Strategic Plan Strategies Four (Value the benefits of flexible technologies to the utility and community) and Five (Evaluate the resource needs for various demand reduction and resiliency programs).

3. Direct staff to:
a. Promote City of Palo Alto Utilities (CPAU) customer’s use of energy in off-peak periods to reduce both greenhouse gas emissions and strain on the electric grid, and lower energy costs;
b. As opportunities present themselves, and to the extent staff time is available, evaluate large scale solar and battery opportunities in Palo Alto, either at publicly owned facilities or through partnerships with private land owners; and c. Engage the Utilities Advisory Commission, Climate Action and Sustainability Committee, and Council in an additional discussion on microgrids and long-term resiliency in 2026.
d. Promote and reduce barriers to adoption, as appropriate, for demand response capable technologies, solar photovoltaics (PV), battery energy storage system (BESS), thermal storage, and vehicle to load, home, and grid technologies, including, but not limited to:
i. Recurring and widespread outreach;
ii. Developing educational materials, online decision tools, and other resources to help community members evaluate these technologies for themselves;
iii. Actively auditing regulations and processes for streamlining opportunities; and
iv. Actively and continuously integrating flexible energy technologies and efficient electrification into energy programs;
e. Within two years, update cost-benefit analysis for demand response, solar PV, batteries, thermal storage, and vehicle to load, home, and grid technologies with an interim annual update of just electric supply costs;

4. Return with recommendations for quantified reductions in SAIDI, SAIFI, and CAIDI, in addition to the performance metrics already recommended as comparison to industry.

MOTION PASSED: 6-0-1, Lythcott-Haims absent
Item 3
Attachment A - March 2,
2026 Draft Action Minutes
Item 3: Staff Report Pg. 5 Packet Pg. 14 of 1140

DRAFT ACTION MINUTES

City Council Meeting
Draft Action Minutes: 03/02/2026
Adjournment: The meeting was adjourned at 10:44 P.M.

ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor
NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC)

2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section

2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website.

Item 3
Attachment A - March 2,
2026 Draft Action Minutes
Item 3: Staff Report Pg. 6 Packet Pg. 15 of 1140
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Police
Meeting Date: March 16, 2026
Report #:2510-5320
TITLE
Adoption of a Resolution Making Necessary Findings and Approving a Lease-Purchase Agreement with Motorola Solutions, Inc for Multi-Band Portable and Mobile Radios and Accessories for all City Departments in an amount not to exceed $5,848,220 for a Term of 8.4 Years; CEQA Status – exempt under Regulation section 15601(b)(3).

RECOMMENDATION
Staff recommends the City Council adopt the attached Resolution Making Necessary Findings and Approving the City Manager or their designee to execute the Motorola Equipment LeasePurchase Agreement to lease-purchase multi-band portable and mobile radios and accessories for city operations for a total amount not-to-exceed $5,848,220 for 100 months (8.4 years).

EXECUTIVE SUMMARY
The City of Palo Alto relies on fixed, mobile, and handheld radios to support day-to-day operations across all departments and to maintain interoperable communications on the Silicon Valley Regional Communications System (SVRCS). A system of nearly 600 radio units and supporting infrastructure across eight departments supports public safety and infrastructure operations. While the City’s current radio fleet remains operational, the mobile and handheld units are out of warranty and can no longer be repaired through an authorized service source, increasing the risk of service disruptions. This contract will replace the City’s fleet of mobile and handheld radios to restore maintainable, reliable communications. Replacement of fixed/console radios will be addressed in a future action and is not included in this contract.

BACKGROUND
The Silicon Valley Regional Interoperability Authority (SVRIA) serves the Santa Clara Operational Area, encompassing the County of Santa Clara, its 15 cities and towns, and all special districts.

In 2010, the Palo Alto City Council approved an agreement to establish SVRIA as a Joint Powers Authority (JPA) in partnership with other Santa Clara County jurisdictions. The goal was to enhance and coordinate regional public safety radio and data communications systems.

Item 4
Item 4 Staff Report
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In June 2015, the City Council approved a Memorandum of Understanding (MOU) 1 to participate in a multi-year regional effort to fund and construct the Silicon Valley Regional Communications System (SVRCS) — a county-wide radio communications system under SVRIA governance. This new system would upgrade the City’s radio system from analog that doesn’t connect to other systems, to a digital network with interconnectivity to other agencies on the network.

System infrastructure — including radio sites and dispatch centers — is interconnected via SVRIA’s EComm digital microwave network, which provides secure, private connectivity between Public Safety Answering Points (PSAPs/9-1-1 centers), key public safety facilities, and remote radio sites. EComm supports mission-critical voice and data communications for public safety and cooperating agencies. The City’s radios (fixed, mobile, and hand-held) connect to this network.

In February 2016, Council approved the initial purchase of multi-band portable radios and accessories from Motorola2, which have been officially approved for use on the SVRCS system.

ANALYSIS
Communications investments represent some of the most critical, substantial, and enduring capital expenditures made by public safety agencies. These procurement decisions demand comprehensive assessments to identify operational requirements, system components, and cost-effective features. Regardless of agency size or discipline — whether Law Enforcement, Fire Services, Emergency Medical Services (EMS), Public Works/Utilities, or Public Safety Answering Points (PSAPs)/Dispatch Centers — all agencies depend on communications systems that deliver essential operability, interoperability, and reliability with other responders. A system of nearly 600 radio units and supporting infrastructure across eight departments supports the City’s public safety and infrastructure operations.

Beyond basic functionality, these systems must also support security features and accessories tailored to each agency’s role and mission requirements. Infrastructure equipment, user devices, and deployment methods must be rugged and resilient, enabling prolonged performance in demanding environments. Systems must also ensure high levels of user familiarity, consistent availability, and easy accessibility to support rapid, coordinated response during critical incidents.

A one-time financial investment is not sufficient to effectively procure, operate, maintain, sustain, upgrade, and eventually replace public safety communications systems and equipment. 1 City Council, June 19, 2017; Agenda Item #7, SR#8157, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=77720&dbid=0&repo=PaloAlto 2 City Council, February 1, 2016; Agenda Item #6, SR#6306, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=78496&dbid=0&repo=PaloAlto Item 4
Item 4 Staff Report
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Land Mobile Radio (LMR) systems, in particular, require a substantial initial capital investment, followed by continuous funding to support upgrades, repairs, replacements, and day-to-day operations.

LMR systems consist of numerous interconnected components, each with its own expected service life. While some components may require minimal maintenance, others demand frequent servicing, reprogramming, or replacement to ensure continued communications functionality. Operating equipment beyond its intended warrantied lifespan can pose significant challenges — including dwindling availability of replacement parts, a shrinking pool of trained personnel, and the discontinuation of vendor technical support — all of which can jeopardize system reliability during critical incidents.

Based on staff’s experience with the vendor and their products, the lifespan of handheld and mobile radios is expected to be 10 years. Given the expected radio lifespan, and a 5-year standard warranty, the City can, at a later date, either purchase an extended warranty for the radios or assume some risk and repair the radios as needed at time and materials.

The below provides descriptions and the expected lifespan of common communications system components and equipment.

Components Examples Expected Lifespan
Infrastructure Towers, shelters, commercial and backup power equipment, antenna transmission lines and control
wiring, backhaul connection terminals (e.g., fiber,
microwave, wired)
20-25 years
Fixed Station
Equipment
Antennas, repeaters, towers on wheels, consoles,
mobile stations, servers, computers, physical and
electronic security elements (e.g., fencing, cameras,
monitors, environmental conditions)
3-15 years
Devices Handheld portable radios, cellular phones, satellite phones, mobile data devices
7-10 years
Accessories Holsters, chargers, speakers, lapel microphone extensions, Bluetooth, vehicle kits, air cards, intercoms 5-10 years
Features Encryption to protect against security risks,
ruggedization to ensure reliant services, Over-the-AirProgramming, automatic roaming Included in
equipment
purchase
Portable and mobile radios provide the primary means of communication for public safety personnel and must be compatible with standards-based communications systems. These devices typically have an optimal service lifespan of seven to 10 years, depending on factors such as usage intensity, the need to transition to new technologies, system interoperability requirements, availability of replacement parts, and whether maintenance or upgrade costs exceed the cost of replacement.

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Currently, Police and Fire Motorola mobile (vehicle) radios have been in service since 2012. Fire portable (handheld) radios have also been in use since 2012, while Police (handheld) portable radios have been in use since 2018. The warranties for all existing portable and mobile radios have expired and are no longer supported by the manufacturers.

Radio accessories — such as batteries, lapel microphones, and holsters — support public safety personnel in maintaining reliable access to communications during operations. These accessories also have a typical lifespan of 5 to 10 years and require periodic replacement to ensure functionality and safety.

As part of the agreement among participating SVRCS entities, each municipality or agency is responsible for purchasing its own radios and dispatch consoles.

Procurement Process
The Silicon Valley Regional Interoperability Authority (SVRIA) operates under a Joint Powers Authority (JPA) framework that adopts the City of Cupertino’s ordinances as the controlling ordinances for purchasing and related functions. In June 2020, SVRIA reviewed the HGAC solicitation approach and formally found it consistent with the competitive bidding procedures permitted under the City of Cupertino purchasing ordinances. Based on this finding, SVRIA entered into a Communications Equipment and Services Agreement with Motorola.

The radio purchases made through the SVRIA agreement are exempt from the City’s competitive solicitation requirements under PAMC section 2.30.360(k).

Lease Purchase Agreement
The City will acquire Motorola radio equipment and related items identified in Schedule A through a municipal lease-purchase financing for approximately 8. years. The proposed financing is structured as an Equipment Lease-Purchase Agreement between the City of Palo Alto, CA (Lessee) and Motorola Solutions, Inc. (Lessor) for the lease-purchase of equipment, software, upgrades, extended warranties, and other support described in Schedule A.

Under the agreement, the lease term commences on April 1, 2026, and continues for 100 months unless earlier terminated in accordance with the agreement or purchased early pursuant to the purchase option provisions. Lease payments consist of $321,050 due May 15, 2026, followed by $614,130 due August 15, 2026, and annually thereafter through August 15, 2034. The payment schedule reflects grand total payments of $5,848,220, including an interest component of $322,105, based on a annual rate of 1.393%.

The agreement includes standard municipal lease protections, including a non-appropriation provision that permits the City to terminate the lease at the end of a fiscal period if funds are not appropriated or otherwise available, without penalty or expense (other than amounts already appropriated/available). In the event of non-appropriation termination, the City must Item 4
Item 4 Staff Report
Item 4: Staff Report Pg. 4 Packet Pg. 19 of 1140
discontinue use, remove/delete software that is part of the equipment, and surrender the equipment as specified; non-appropriation is expressly not an event of default.

The lease provides an early purchase option allowing the City, with 30 days’ prior written notice, to purchase the equipment on scheduled payment dates by paying the lease payment then due plus the applicable balance payment shown in Schedule B. The lease also allows a partial payment option if funded by a federal grant up to once per calendar year of $175,000.

FISCAL/RESOURCE IMPACT
The FY 2026 Adopted Capital Budget projected $2,710,000 for Capital Improvement Project (CIP) PD-25000 for five (5) years or approximately $542,000 each year. With this purchase order, the fund will require $2,777,750 over five years, or $321,050 for year one and $614,130 for years two through five to service this contract. The CIP has the funding for this fiscal year but the additional funding of $72,130 each year will be requested in the FY 2027 budget cycle.

Government Code section 5852.1 requires the following good faith estimates as provided by Motorola to be disclosed as part of this staff report:
• True Interest Cost (rate necessary to discount amount payable on the principal and interest to date or purchase price): 4.497%
• Financing Charge (costs of issuance and fees paid to third parties): $0 • Amount of Proceeds Received (less finance charge and any reserves or capitalized interest paid/funded with the proceeds): $5,526,114.94
• Total Payment Amount: $5,848,220.00
The departments will be charged for the radios allocated to them as per the lease-purchase agreement. Below is the breakdown of cost by department. In the preparation of this recommendation, all departments reviewed the necessity of these units to support operations.

Department Total Radio
Count
Total Cost
Development Center 2 $10,328
Fire 133 $1,718,027
Information Technology 4 $19,349
Office of Emergency Services 29 $324,097
Police 228 $2,500,949
Public Works 56 $293,240
Rangers 16 $185,638
Utilities 125 $796,592
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Item 4 Staff Report
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STAKEHOLDER ENGAGEMENT
This contract was reviewed and coordinated with internal departments including legal, procurement, and financial functions to ensure alignment with City policies and procedures.

ENVIRONMENTAL REVIEW
These services are exempt under the California Environmental Quality Act under CEQA regulation 15601(b)(3).

ATTACHMENT
Attachment A – Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)
APPROVED BY:

Andrew Binder, Police Chief
Item 4
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NOT YET APPROVED
1 153_20260303_ts24
Resolution No. _____
Resolution of Council of the City of Palo Alto Making Necessary Findings and Approving an Equipment Lease-Purchase Agreement with Motorola Solutions, Inc. for Mobile Radios and Related Accessories

R E C I T A L S
A. The City is authorized by the laws of the State of California to purchase, acquire and lease personal property for the benefit of the City and its inhabitants and to enter into contracts with respect thereto.

B. The City of Palo Alto is part of the Silicon Valley Regional Interoperability Authority (SVRIA).

SVRIA coordinates regional public safety radio and data communications systems. As part of the SVRIA, the City is participating in a county-wide radio communications system called the Silicon Valley Regional Communications System (SVRCS).

C. In furtherance of SVRCS, the City now desires to acquire mobile radios and accessories from Motorola Solutions, Inc. under the Equipment Lease-Purchase Agreement (Motorola Lease Number 25578) as attached as Exhibit A to this Resolution (“Agreement”). The equipment detailed in the Agreement (“Equipment”) will be used by the City’s first responders, including Fire and Police departments.

D. The City Council has determined that a true and very real need exists for the acquisition of the Equipment described in the Agreement between the City and Motorola Solutions, Inc.

E. In order to finance the costs of the Equipment, the City has proposed to enter into the Agreement setting forth the terms and conditions of the financing.

F. It is contemplated that the financing will be consummated in multiple installments as detailed in Schedule B in the Agreement.

G. As part of the Agreement, the City has made certain representations and covenants to ensure the tax-exempt status of the interest component of the lease payments to be made under the Agreement.

H. The City Council deems it for the benefit of the City and for the efficient and effective administration thereof to enter into the Agreement related to the financing of the Equipment on the terms and conditions therein provided.

I. As required by Government Code section 5852.1, the following good faith estimates provided by Motorola Solutions, Inc. are hereby disclosed:
a. True interest cost: 4.497% as disclosed in Schedule B and IRS form 8038-G of the Agreement.
b. Finance charge: (all fees and charges paid to third parties): None. c. Amount of proceeds less the finance charge and any reserves or capitalized interest paid or funded with proceeds: $5,526,114.94 as disclosed in Schedule B of the Agreement.
d. Total payment amount (including finance charges not paid with the proceeds):
$5,848,220.00 as disclosed in Schedule B of the Agreement.

Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 7 Packet Pg. 22 of 1140

NOT YET APPROVED
2 153_20260303_ts24
NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows:

SECTION 1. The proposed form of the Agreement as attached as Exhibit A to this Resolution is hereby found and determined to be in the best interests of the City to finance the acquisition of the Equipment and is hereby approved. The City Manager (“Authorized Officer”) is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Agreement in substantially said forms, which such changes therein as an Authorized Officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 2. The Authorized Officer and each of the other officers and employees of the City shall take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated by this Resolution and the Agreement, including without limitation the attestation and/or execution and delivery of any exhibits, schedules, forms, or other documents in the Agreement, lease payment requests, and any other certificates or documents. Whenever in this Resolution any officer of the City is authorized to execute or attest any document or take any action, such execution, attestation or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable, and any references to any officer of the City shall include any person holding such office in an “interim” or “acting” capacity. All actions previously taken by an Authorized Officer or other officers of the City in furtherance of this Resolution are hereby ratified and approved.

SECTION 3. Nothing contained in this Resolution, the Agreement, or any other instrument shall be construed with respect to the City as incurring a pecuniary liability or charge upon the general credit of the City or against its taxing power of the City, nor shall the breach of any agreement or covenant contained in the Agreement impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power, except to the extent of the payments payable under the Agreement as limited obligations of the City, subject to annual appropriation by this City Council, as provided in the Agreement.

SECTION 4. Each of the Authorized Officers is hereby designated to act as authorized representatives of the City for purposes of the Agreement until such time as the City Council designates any other or different authorized representative for the purposes of the Agreement.

SECTION 5. If any section, paragraph, clause or provision of this Resolution is for any reason held to be invalid or unenforceable, the invalidity or enforceability of such section, paragraph clause or provision shall not affect any of the remaining provisions of this Resolution.

SECTION 6. All resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any resolution or part thereof.

Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 8 Packet Pg. 23 of 1140

NOT YET APPROVED
3 153_20260303_ts24
SECTION 7. Environmental Review. The City Council finds that approval of this Agreement is exempt from CEQA under CEQA regulation 15601(b)(3) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

SECTION 8. This resolution shall take effect upon its adoption.

INTRODUCED AND PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:
__________________________ _____________________________ City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
__________________________ _____________________________ Assistant City Attorney City Manager
_____________________________
Chief of Police
_____________________________
Chief Financial Officer
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 9 Packet Pg. 24 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
February 27, 2026

CITY OF PALO ALTO, CA
Enclosed for your review, please find the Municipal Lease documentation in connection with the radio equipment to be lease purchased from Motorola Solutions Inc. The interest rate and payment streams outlined in Equipment Lease Purchase Agreement #25578 are valid for contracts that are executed and returned on or before March 27, 2026. After 3/27/26, the Lessor reserves the option to re-quote and re-price the transaction based on current market interest rates.

Once complete, a set with ORIGINAL "wet" signatures should be returned to me at the address below:

Motorola Solutions Credit Company LLC
Attn: Paul Mecaskey / 44th Floor
500 W. Monroe
Chicago, IL 60661
To help expedite the order process, I can work off a scanned copy with the originals to follow.

Please scan prior to mailing & keep a copy for your records.

Should you have any questions, please contact me at 847-538-3707.

Thank You,

MOTOROLA SOLUTIONS CREDIT COMPANY LLC
Paul Mecaskey
Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 10 Packet Pg. 25 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16

LESSEE FACT SHEET
Please help Motorola Solutions Inc. provide excellent billing service by providing the following information:

1. Complete Billing Address CITY OF PALO ALTO, CA
_________________________________________
________________________________________
Attention: _________________________________________
Phone: _________________________________________
E-mail: _________________________________________

2. Lessee County Location: _________________________________________

3. Federal Tax I.D. Number _________________________________________

4. Purchase Order Number to be referenced on invoice (if necessary) or other “descriptions” that may assist in determining the applicable cost center or department: ________________________

5. Equipment description that you would like to appear on your invoicing:_________________________________________
Appropriate Contact for Documentation / System Acceptance Follow-up:

6. Appropriate Contact & _______________________________________ Mailing Address
_______________________________________
_________________________________________
_________________________________________
E-mail: _________________________________________
Phone: _________________________________________
Fax: __________________________________________

7. Payment remit to address: Motorola Solutions Credit Company LLC P.O. Box 71132
Chicago IL 60694-1132
Thank you
Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 11 Packet Pg. 26 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16

EQUIPMENT LEASE-PURCHASE AGREEMENT
Lease Number: 25578
LESSEE: LESSOR:

CITY OF PALO ALTO, CA Motorola Solutions, Inc.
250 Hamilton Avenue, 7th Floor 500 W. Monroe
Palo Alto, CA 94301 Chicago, IL 60661
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the equipment, software, upgrades of same, extended warranties and other support, and other personal property described in Schedule A attached hereto ("Equipment") in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement ("Lease").

1. TERM. This Lease will become effective upon the execution hereof by Lessor. The Term of this Lease will commence on date specified in Schedule A attached hereto and unless terminated according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto ("Lease Term").

2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion, in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any setoff, defense, counterclaim, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that a request for appropriation for funds from which the Lease Payments may be made will be requested each fiscal period, including making provisions for such payment to the extent necessary in each budget submitted for the purpose of obtaining funding. It is Lessee's intent to make Lease Payment for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation.

3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment either (a) by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor; or (b) by executing and delivering the form of acceptance provided for in the Contract (defined below).

Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate or other form of acceptance acceptable to Lessor, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee’s receipt of Lessor’s request) whether or not Lessee deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate or other form acceptable to Lessor.

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 12 Packet Pg. 27 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16

4. REPRESENTATIONS AND WARRANTIES. Lessee acknowledges that the Equipment leased hereunder is being manufactured and installed by Motorola Solutions, Inc. (or one of its wholly owned subsidiaries) pursuant to the terms of the contract “Communications and Services Agreement” between Motorola Solutions, Inc. and Silicon Valley Regional Interoperability Authority (SVRIA) as executed in June, 2020 and referenced in SVRIA Resolution 2020-02 (the "Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to an assignee ("Assignee"). LESSEE FURTHER

ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, LESSOR MAKES

NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS" AND "WITH ALL FAULTS". LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE.

NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL,

INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE LEASE

OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY.

Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value of the Equipment for any cause or situation (including, without limitation, governmental actions or regulations or actions of other third parties).

5. NON-APPROPRIATION OF FUNDS. Notwithstanding anything contained in this Lease to the contrary, Lessee has the right to not appropriate funds to make Lease Payments required hereunder in any fiscal period and in the event no funds are appropriated or in the event funds appropriated by Lessee's governing body or otherwise available by any lawful means whatsoever in any fiscal period of Lessee for Lease Payments or other amounts due under this Lease are insufficient therefor, this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such termination, Lessee agrees to promptly discontinue use of the Equipment, remove or delete any software which is part of the Equipment from all of Lessee’s computers and electronic devices, and peaceably surrender possession of the Equipment to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Non-appropriation of funds shall not constitute a default hereunder for purposes of Section 16.

6. LESSEE CERTIFICATION. Lessee represents, covenants and warrants that: (i) Lessee is a state or a duly constituted political subdivision or agency of the state of the Equipment Location; (ii) the interest portion of the Lease Payments shall be excludable from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as it may be amended from time to time ( the "Code"); (iii) the execution, delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; (iv) this Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information reporting requirements of Section 149(e) of the Internal Revenue Code of 1986 (the "Code"), and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (viii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Lease Payment to be or become includible in gross income for Federal income taxation purposes under the Code; (ix) Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 13 Packet Pg. 28 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
Lessee will be the only entity to own, use and operate the Equipment during the Lease Term; and (x) Lessee agrees that the Equipment shall be and remain personal property notwithstanding the manner in which the same may be attached or affixed to realty, and Lessee shall do all acts and enter into all agreements necessary to insure that the Equipment remains personal property.

Lessee represents, covenants and warrants that: (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all laws relative to public bidding where necessary, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period.

If Lessee breaches the covenant contained in this Section, the interest component of Lease Payments may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, notwithstanding anything to the contrary contained in Section 11 of this Agreement, Lessee agrees to pay promptly after any such determination of taxability and on each Lease Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludibility (including, without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). Notwithstanding anything herein to the contrary, any additional amount payable by Lessee pursuant to this Section 6 shall be payable solely from Legally Available Funds.

It is Lessor’s and Lessee’s intention that this Agreement not constitute a “true” lease for federal income tax purposes and, therefore, it is Lessor’s and Lessee’s intention that Lessee be considered the owner of the Equipment for federal income tax purposes.

7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon shipment of the Equipment to Lessee hereunder, title to the Equipment (other than any intellectual property rights in the software comprising part of the Equipment) will vest in Lessee subject to any applicable license; provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 5 hereof; or (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing, title will immediately vest in Lessor or its Assignee, and Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee’s computers and other electronic devices and deliver the Equipment to Lessor or its Assignee. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest.

8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies, the Contract, any licensing or other agreement, and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession, use or maintenance of the Equipment. Lessee, at its expense will keep the Equipment in good repair and furnish and/or install all parts, mechanisms, updates, upgrades and devices required therefor.

9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment.

10. LOCATION; INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 14 Packet Pg. 29 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation.

11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, licensing, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income.

If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten days of written demand.

12. RISK OF LOSS: DAMAGE; DESTRUCTION. Lessee assumes all risk of loss or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair (an “Event of Loss”), Lessee at the option of Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the next Lease Payment date, pay Lessor the sum of : (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease payment due on such date; and (ii) an amount equal to all remaining Lease Payments to be paid during the Lease Term as set forth in Schedule B.

In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance Payment (as set forth in Schedule B) to be made by Lessee with respect to that part of the Equipment which has suffered the Event of Loss.

13. INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, Lessee may self-insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or its Assigns as an additional insured or additional covered party per the terms and conditions of the policy, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof.

The proceeds of any such policies will be payable to Lessee and Lessor or its Assigns as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all relevant information and documentation relating thereto.

14. INDEMNIFICATION. Lessee shall, to the extent permitted by law, indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, licensing, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon.

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 15 Packet Pg. 30 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16

15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment, disclosing the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated thereunder. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested.

After notice of such assignment, Lessee shall name the Assignee as additional insured and loss payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee hereunder.

16. EVENT OF DEFAULT. The term "Event of Default", as used herein, means the occurrence of any one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of the Lease when funds have been appropriated sufficient for such purpose, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in writing delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occurrence thereof; or (v) an attachment, levy or execution is threatened or levied upon or against the Equipment.

17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written notice to Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments due during the fiscal period in effect when the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly discontinue use of the Equipment, remove the Equipment from all of Lessee’s computers and electronic devices, return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other amounts due prior to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser, Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; (iv) promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof; and (v) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 16 Packet Pg. 31 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor.

18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor, on such date, the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment (other than any intellectual property rights in the software comprising part of the Equipment) to Lessee as is, without warranty, express or implied, except that the Equipment is free and clear of any liens created by Lessor.

18.1 PARTIAL PAYMENT/PURCHASE OPTION – GRANT FUNDING. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to make a partial payment against the Lease one time per calendar year at an amount no less than $175,000.00 SO LONG AS SUCH PAYMENT IS BEING MADE FROM A FEDERAL GRANT FUNDING AWARD and upon Lessor’s request, Lessee will provide Lessor certification of such. Application of said payment shall first be applied to accrued interest with the remainder going against the principal. Should Lessee make such payment, all remaining Lease Payments will be adjusted accordingly over the remainder of the Lease Term and Lessor shall provide to Lessee a revised Schedule B. Any reduction in outstanding principal can be viewed as the Lessee obtaining a greater equity position in the Lease subject to Lessor’s rights pursuant to the other terms of this Lease.

19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested or sent electronically via email, to the other party at its address set forth herein or at such address as the party may provide in writing or electronically from time to time. If mailed, any such notice shall be deemed to have been received five days subsequent to such mailing.

20. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease.

21. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location.

22. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease.

23. ENTIRE AGREEMENT; WAIVER. This Lease, together with Schedule A Equipment LeasePurchase Agreement, Schedule B, Evidence of Insurance, Statement of Essential Use/Source of Funds, Certificate of Incumbency, Certified Lessee Resolution (if any), Information Return for Tax-Exempt Governmental Obligations and the Delivery and Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease.

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 17 Packet Pg. 32 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof.

24. EXECUTION IN COUNTERPARTS. This Lease may be executed in several counterparts, either electronically or manually, all of which shall constitute but one and the same instrument. Lessor reserves the right to request receipt of a manually-executed counterpart from Lessee. Lessor and Lessee agree that the only original counterpart for purposes of perfection by possession shall be the original counterpart manually executed by Lessor and identified as “Original”, regardless of whether Lessee’s execution or delivery of said counterpart is done manually or electronically.
*** SIGNATURE PAGE TO FOLLOW ***
Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 18 Packet Pg. 33 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
By:________________________________ By:_____________________________ Print Name: _________________________ Uygar Gazioglu
Title:_______________________________ Title: Vice President & Treasurer

CERTIFICATE OF INCUMBENCY
I, ______________________________________ do hereby certify that I am the duly elected or (Printed Name of Secretary/Clerk )
appointed and acting Secretary or Clerk of the CITY OF PALO ALTO, CA, an entity duly organized and existing under the laws of the State of California, that I have custody of the records of such entity, and that, as of the date hereof, the individual(s) executing this agreement is/are the duly elected or appointed officer(s) of such entity holding the office(s) below his/her/their respective name(s). I further certify that (i) the signature(s) set forth above his/her/their respective name(s) and title(s) is/are his/her/their true and authentic signature(s) and (ii) such officer(s) have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number 25578, between CITY OF PALO ALTO, CA and Motorola Solutions, Inc. If the initial insurance requirement on Schedule B exceeds $1,000,000, attached as part of the Equipment Lease Purchase Agreement is a Certified Lessee Resolution adopted by the governing body of the entity.

IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of CITY OF PALO ALTO, CA, hereto this
________ day of ____________________________, 2026.

By: ______________________________________
(Signature of Secretary/Clerk) SEAL
IN WITNESS WHEREOF, the parties have executed this Agreement as of the 1st day of April, 2026.

LESSEE: LESSOR:

CITY OF PALO ALTO, CA MOTOROLA SOLUTIONS, INC.

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 19 Packet Pg. 34 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16

OPINION OF COUNSEL
With respect to that certain Equipment Lease-Purchase Agreement 25578 by and between Motorola Solutions, Inc. and the Lessee, I am of the opinion that: (i) the Lessee is, within the meaning of Section 103 of the Internal Revenue Code of 1986, a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto; (ii) the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee, (iii) the Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; and (iv) Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. This opinion may be relied upon by the Lessor and any assignee of the Lessor’s rights under the Lease.
______________________________________________________________________ Attorney for CITY OF PALO ALTO, CA
Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 20 Packet Pg. 35 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16

SCHEDULE A

EQUIPMENT LEASE-PURCHASE AGREEMENT
Schedule A
Lease Number:
25578
This Equipment Schedule is hereby attached to and made a part of that certain Equipment LeasePurchase Agreement Number 25578 ("Lease"), between MOTOROLA SOLUTIONS INC. ("Lessor") and CITY OF PALO ALTO, CA (“ Lessee”).

Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, the following items of Equipment QUANTITY DESCRIPTION (Manufacturer, Model, and Serial Nos.) Refer to attached Equipment List.

Equipment Location:

CA
Initial Term: 100 Months Commencement Date: 4/1/2026
First Payment Due Date: 5/15/2026
Second Payment Due Date: 8/15/2026
Ten (10) consecutive annual payments as outlined in the attached Schedule B, plus Sales/Use Tax of $0.00, payable on the Lease Payment Dates set forth in Schedule B.

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 21 Packet Pg. 36 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
Lessee: CITY OF PALO ALTO, CA
Schedule B (Lease #25578)
Compound Period: Annual
Nominal Annual Rate: 1.393%

CASH FLOW DATA
Event Date Amount Number Period End Date
1 Loan 4/1/2026 5,526,114.94 1
2 Payment 5/15/2026 321,050.00 1
3 Payment 8/15/2026 614,130.00 9 Annual 8/15/2034
AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year Date Payment Interest Principal Balance
Loan 4/1/2026 5,526,114.94
1 5/15/2026 321,050.00 9,406.38 311,643.62 5,214,471.32 2 8/15/2026 614,130.00 18,558.73 595,571.27 4,618,900.05 3 8/15/2027 614,130.00 64,326.68 549,803.32 4,069,096.73 4 8/15/2028 614,130.00 56,669.66 557,460.34 3,511,636.39 5 8/15/2029 614,130.00 48,906.00 565,224.00 2,946,412.39 6 8/15/2030 614,130.00 41,034.21 573,095.79 2,373,316.60 7 8/15/2031 614,130.00 33,052.80 581,077.20 1,792,239.40 8 8/15/2032 614,130.00 24,960.23 589,169.77 1,203,069.63 9 8/15/2033 614,130.00 16,754.96 597,375.04 605,694.59
10 8/15/2034 614,130.00 8,435.41 605,694.59 0.00
Grand Totals 5,848,220.00 322,105.06 5,526,114.94
INITIAL INSURANCE REQUIREMENT: $5,526,114.94
Except as specifically provided in Section five of the Lease hereof, Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, in the amounts and dates specified in the above payment schedule.

ORIGINAL ISSUE DISCOUNT:

Lessee acknowledges that the amount financed by Lessor is $4,906,434.00 and that such amount is the issue price for this Lease Payment Schedule for federal income tax purposes. The difference between the principal amount of this Lease Payment Schedule and the issue price is original issue discount as defined in Section 1288 of the Code. The yield for this Lease Payment Schedule for federal income tax purposes is

4.497%. Such issue price and yield will be stated in the applicable Form 8038-G.

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 22 Packet Pg. 37 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16

EVIDENCE OF INSURANCE
Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule A number 25578 to that Equipment Lease Purchase Agreement number 25578 will be maintained by CITY OF PALO ALTO, CA as stated in the Equipment Lease Purchase Agreement.

This insurance is provided by:
_____________________________________________________
Name of insurance provider
_____________________________________________________
Address of insurance provider
_____________________________________________________
City, State and Zip Code
_____________________________________________________
Phone number of local insurance provider
_____________________________________________________
E-mail address
In accordance with the Equipment Lease Purchase Agreement Number 25578, CITY OF PALO ALTO, CA, hereby certifies that following coverage are or will be in full force and effect:

Type Amount Effective Expiration Policy
Date Date Number
Fire and Extended Coverage __________ __________ __________ _____________________ Property Damage __________ __________ __________ _____________________ Public Liability __________ __________ __________ _____________________ Certificate shall include the following:

Description: All Equipment listed on Schedule A number 25578 to that Equipment Lease Purchase Agreement number 25578. Please include equipment cost equal to the Initial Insurance Requirement on Schedule B to Equipment Lease Purchase Agreement number 25578 and list any deductibles.

Certificate Holder:

MOTOROLA SOLUTIONS, INC. and or its assignee as additional insured and loss payee 500 W Monroe
Chicago, IL 60661
If self insured, contact Motorola representative for template of self insurance letter.

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 23 Packet Pg. 38 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS (# 25578)
To further understand the essential governmental use intended for the equipment together with an understanding of the sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter:

1. What is the specific use of the equipment?

2. Why is the equipment essential to the operation of CITY OF PALO ALTO, CA?

3. Does the equipment replace existing equipment?
If so, why is the replacement being made?

4. Is there a specific cost justification for the new equipment? If yes, please attach outline of justification.

5. What is the expected source of funds for the payments due under the Lease for the current fiscal year and future fiscal years?
 General Fund
- Have dollars already been appropriated for the Lease Payment? Yes -or- No - If yes, for what fiscal year(s) have appropriations been made? ______________  Combination of Federal Grant funding supplemented by General Revenues - What fiscal year(s) is expected to be funded via federal grants: ___________________ - What fiscal year(s) is expected to be funded via general revenues: _________________ - Have these general revenues already been appropriated for the Lease Payment(s)? Yes -or- No
 Other (please describe): __________________________________________ ________________________________________________________________________ Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 24 Packet Pg. 39 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
CERTIFIED LESSEE RESOLUTION (Lease# 25578)
At a duly called meeting of the Governing Body of the Lessee (as defined in the Lease) held on or before the execution date of the Lease, the following resolution was introduced and adopted.

BE IT RESOLVED by the Governing Board of Lessee as follows:

1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment or other personal property described in the Lease between CITY OF PALO ALTO, CA (Lessee) and Motorola Solutions, Inc. (Lessor).

2. Approval and Authorization. The Governing body of Lessee has determined that the Lease, substantially in the form presented to this meeting, is in the best interests of the Lessee for the acquisition of such Equipment or other personal property, and the Governing Board hereby approves the entering into of the Lease by the Lessee and hereby designates and authorizes the following person(s) referenced in the Lease to execute and deliver the Lease on Lessee’s behalf with such changes thereto as such person deems appropriate, and any related documents, including any escrow agreement, necessary to the consummation of the transactions contemplated by the Lease.

3. Adoption of Resolution. The signatures in the Lease from the designated individuals for the Governing Body of the Lessee evidence the adoption by the Governing Body of this Resolution.

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 25 Packet Pg. 40 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
Form 8038-G
(Rev. September 2018)

Department of the Treasury
Internal Revenue Service
Information Return for Tax-Exempt Governmental Bonds
▶ Under Internal Revenue Code section 149(e)
▶ See separate instructions.

Caution: If the issue price is under $100,000, use Form 8038-GC. ▶ Go to www.irs.gov/F8038G for instructions and the latest information.

OMB No. 1545-0720
Part I Reporting Authority If Amended Return, check here ▶ 1 Issuer’s name
City of Palo Alto, CA
2 Issuer’s employer identification number (EIN)
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) 250 Hamilton Avenue, 7th Floor
Room/suite 5 Report number (For IRS Use Only)
3 6 City, town, or post office, state, and ZIP code
Palo Alto, CA 94301
7 Date of issue
4/1/2026
8 Name of issue
Equipment Lease Purchase Agreement 25578
9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions)
10b Telephone number of officer or other
employee shown on 10a
Part II Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 4,906,434 00 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe ▶ 18
19a If bonds are TANs or RANs, check only box 19a ...................................................................... ▶ b If bonds are BANs, check only box 19b ................................................................................... ▶ 20 If bonds are in the form of a lease or installment sale, check box ............................................... ▶ Part III Description of Bonds. Complete for the entire issue for which this form is being filed.

21 (a) Final maturity date

(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity

(e) Yield
8 / 15 / 34 $ 4,906,434.00 $ 5,526,114.94 8.33 years 4.497 % Part IV Uses of Proceeds of Bond Issue (including underwriters’ discount) 22 23
Proceeds used for accrued interest . . . . . . . . . . . . . . . . . .

Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . . .
.
.
.
.
.
22 23
24 Proceeds used for bond issuance costs (including underwriters’ discount) 25 Proceeds used for credit enhancement . . . . . . . . . . . . 26 Proceeds allocated to reasonably required reserve or replacement fund . 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 24 25
26 27
28 29
30 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . .

Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) .
.
.
.
.
.
29 30
Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ▶
▶
years
years
33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . 34 Enter the date(s) the refunded bonds were issued ▶ (MM/DD/YYYY) ▶
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2018)

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 26 Packet Pg. 41 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16
▲
Form 8038-G (Rev. 9-2018) Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . b Enter the final maturity date of the GIC ▶ (MM/DD/YYYY) c Enter the name of the GIC provider ▶
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 35 36a
37 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ▶ and enter the following information:
b Enter the date of the master pool bond ▶ (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ▶ d Enter the name of the issuer of the master pool bond ▶ 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ....................... ▶ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ............................................................... ▶ 41a If the issuer has identified a hedge, check here ▶ and enter the following information:
b Name of hedge provider ▶
c Type of hedge ▶
d Term of hedge ▶
42 If the issuer has superintegrated the hedge, check box .................................................................................................. ▶ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ......................................... ▶ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box .......................... ▶ 45a If some portion of the proceeds was used to reimburse expenditures, check here ▶ and enter the amount of reimbursement . . . . . . . . . . . . . . ▶
b Enter the date the official intent was adopted ▶ (MM/DD/YYYY) Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature
and
Consent
and belief, they are true, correct, and complete. I further declare that I consent to the IRS’s disclosure of the issuer’s return information, as necessary to process this return, to the person that I have authorized above.

Signature of issuer’s authorized representative Date Type or print name and title Paid Print/Type preparer’s name Preparer’s signature Date Check if PTIN Preparer
Use Only Firm’s name ▶
Firm’s address ▶
self-employed
Firm’s EIN ▶
Phone no.

Form 8038-G (Rev. 9-2018)
▲
Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 27 Packet Pg. 42 of 1140
CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16

EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND

ACCEPTANCE CERTIFICATE
The undersigned Lessee hereby acknowledges receipt of the Equipment described below (“Equipment”) and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor.

Equipment Lease Purchase Agreement No.: 25578 Lease Schedule A No. : 25578

EQUIPMENT INFORMATION

QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION
Equipment referenced in lease Schedule A#
25578. See Schedule A for a detailed Equipment
List.

LESSEE:

CITY OF PALO ALTO, CA
By: __to be completed after delivery__
Date: ____________________________________
Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 28 Packet Pg. 43 of 1140

APC QTY NOMENCLATURE DESCRIPTION
APX™ 8000 Series APX8000XE
581 75 H91TGD9PW7AN
PORTABLE RADIO APX 8000 ALL BAND
MODEL 3.5
581 75 Q806CB ADD: ASTRO DIGITAL CAI OPERATION
581 75 Q361AN ADD: P25 9600 BAUD TRUNKING
581 75 QA02006AC
PORTABLE RADIO ENH: APX8000XE RUGGED
RADIO
581 75 QA05509AA DEL: DELETE UHF BAND
581 75 H38BS ADD: SMARTZONE OPERATION
581 75 QA09113AB ADD: BASELINE RELEASE SW
581 75 QA01427AG ALT: APX8000/XE HOUSING GREEN
185 75 Q887AU ADD: 5Y ESSENTIAL SERVICE
581 75 Q498AU
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
581 75 Q629AH
SOFTWARE LICENSE ENH: AES ENCRYPTION

AND ADP
581 75 QA00580AA ADD: TDMA OPERATION
581 75 QA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING
581 75 QA09001AB ADD: WIFI CAPABILITY
581 75 QA07682AA ADD: SMARTCONNECT
581 75 G996AP ADD: PROGRAMMING OVER P25 (OTAP)
453 75 PMNN4504A
PORTABLE RADIO BATTERY IMPRES 2 LI-ION
UL2054 DIV2 R IP68 3400T
785 38 NNTN8860B
CHARGER, DESKTOP SINGLE UNIT IMPRES 2,

FAST US/NA
APX™ 8000 Series APX8000XE
581 12 H91TGD9PW7AN
PORTABLE RADIO APX 8000 ALL BAND
MODEL 3.5
581 12 Q806CB ADD: ASTRO DIGITAL CAI OPERATION
581 12 Q361AN ADD: P25 9600 BAUD TRUNKING
581 12 QA02006AC
PORTABLE RADIO ENH: APX8000XE RUGGED
RADIO
581 12 H38BS ADD: SMARTZONE OPERATION
581 12 QA09113AB ADD: BASELINE RELEASE SW
581 12 QA01427AG ALT: APX8000/XE HOUSING GREEN
185 12 Q887AU ADD: 5Y ESSENTIAL SERVICE
581 12 Q498AU
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
581 12 Q629AH
SOFTWARE LICENSE ENH: AES ENCRYPTION

AND ADP
581 12 QA00580AA ADD: TDMA OPERATION
581 12 QA09001AB ADD: WIFI CAPABILITY
581 12 QA07682AA ADD: SMARTCONNECT
581 12 G996AP ADD: PROGRAMMING OVER P25 (OTAP)
453 12 PMNN4504A
PORTABLE RADIO BATTERY IMPRES 2 LI-ION
UL2054 DIV2 R IP68 3400T
785 6 NNTN8860B
CHARGER, DESKTOP SINGLE UNIT IMPRES 2,

FAST US/NA
APX™ 8500
681 27 M37TSS9PW1CN APX8500 ALL BAND MP MOBILE
681 27 GA09008AA ADD: GROUP SERVICES
681 27 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING
185 27 GA00318AF ENH: 5 YEAR ESSENTIAL SVC
681 27 G996AS
SOFTWARE LICENSE ENH: OVER THE AIR

PROVISIONING

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 29 Packet Pg. 44 of 1140
681 27 GA00250AA
ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT
LOW LOSS PFP-100A/240, QMA
681 27 GA00580AA ADD: TDMA OPERATION
681 27 GA01513AB
ADD: ALL BAND MOBILE ANTENNA
(7/8/V/U)
681 27 G51AT SOFTWARE LICENSE ENH:SMARTZONE
681 27 GA05509AA DEL: DELETE UHF BAND
681 27 GA09001AA ADD: WI-FI CAPABILITY
681 27 G298AS
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
681 27 B18CR ADD: AUXILIARY SPKR 7.5 WATT APX
681 27 G843AH ADD: AES ENCRYPTION AND ADP
681 27 G444AH ADD: APX CONTROL HEAD SOFTWARE
681 27 G67EH ADD: REMOTE MOUNT E5 MP
681 27 GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED
681 27 G806BL
SOFTWARE LICENSE ENH: ASTRO DIGITAL

CAI OP APX
681 27 GA01670AA ADD: APX E5 CONTROL HEAD
681 27 W22BA ADD: STD PALM MICROPHONE APX
681 27 QA09113AB ADD: BASELINE RELEASE SW
681 27 GA01630AA ADD: SMARTCONNECT
681 27 G361AH
SOFTWARE LICENSE ENH: P25 TRUNKING

SOFTWARE APX
APX™ 8500
681 5 M37TSS9PW1CN APX8500 ALL BAND MP MOBILE
681 5 GA09008AA ADD: GROUP SERVICES
681 5 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING
185 5 GA00318AF ENH: 5 YEAR ESSENTIAL SVC
681 5 G996AS
SOFTWARE LICENSE ENH: OVER THE AIR

PROVISIONING
681 5 GA00250AA
ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT
LOW LOSS PFP-100A/240, QMA
681 5 GA00580AA ADD: TDMA OPERATION
681 5 GA01513AB
ADD: ALL BAND MOBILE ANTENNA
(7/8/V/U)
681 5 G51AT SOFTWARE LICENSE ENH:SMARTZONE
681 5 GA05509AA DEL: DELETE UHF BAND
681 5 GA09001AA ADD: WI-FI CAPABILITY
681 5 G298AS
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
681 5 B18CR ADD: AUXILIARY SPKR 7.5 WATT APX
681 5 G444AH ADD: APX CONTROL HEAD SOFTWARE
681 5 G67EH ADD: REMOTE MOUNT E5 MP
681 5 GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED
681 5 G806BL
SOFTWARE LICENSE ENH: ASTRO DIGITAL

CAI OP APX
681 5 GA01670AA ADD: APX E5 CONTROL HEAD
681 5 W22BA ADD: STD PALM MICROPHONE APX
681 5 QA09113AB ADD: BASELINE RELEASE SW
681 5 GA01630AA ADD: SMARTCONNECT
681 5 G193AK
ADD: ADP ONLY (NON-P25 CAP COMPLIANT)
(US ONLY)
681 5 G361AH
SOFTWARE LICENSE ENH: P25 TRUNKING

SOFTWARE APX
APX™ 8500
681 6 M37TSS9PW1CN APX8500 ALL BAND MP MOBILE
681 6 GA09008AA ADD: GROUP SERVICES

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 30 Packet Pg. 45 of 1140
681 6 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING
185 6 GA00318AF ENH: 5 YEAR ESSENTIAL SVC
681 6 G996AS
SOFTWARE LICENSE ENH: OVER THE AIR

PROVISIONING
681 6 GA00250AA
ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT
LOW LOSS PFP-100A/240, QMA
681 6 GA00580AA ADD: TDMA OPERATION
681 6 GA01513AB
ADD: ALL BAND MOBILE ANTENNA
(7/8/V/U)
681 6 G51AT SOFTWARE LICENSE ENH:SMARTZONE
681 6 GA09001AA ADD: WI-FI CAPABILITY
681 6 G298AS
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
681 6 B18CR ADD: AUXILIARY SPKR 7.5 WATT APX
681 6 G843AH ADD: AES ENCRYPTION AND ADP
681 6 G444AH ADD: APX CONTROL HEAD SOFTWARE
681 6 G67EH ADD: REMOTE MOUNT E5 MP
681 6 GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED
681 6 G806BL
SOFTWARE LICENSE ENH: ASTRO DIGITAL

CAI OP APX
681 6 GA01670AA ADD: APX E5 CONTROL HEAD
681 6 W22BA ADD: STD PALM MICROPHONE APX
681 6 QA09113AB ADD: BASELINE RELEASE SW
681 6 GA01630AA ADD: SMARTCONNECT
681 6 G361AH
SOFTWARE LICENSE ENH: P25 TRUNKING

SOFTWARE APX
APX™ 8500
681 9 M37TSS9PW1CN APX8500 ALL BAND MP MOBILE
681 9 GA09008AA ADD: GROUP SERVICES
681 9 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING
185 9 GA00318AF ENH: 5 YEAR ESSENTIAL SVC
681 9 G996AS
SOFTWARE LICENSE ENH: OVER THE AIR

PROVISIONING
681 9 GA00250AA
ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT
LOW LOSS PFP-100A/240, QMA
681 9 GA00580AA ADD: TDMA OPERATION
681 9 GA01513AB
ADD: ALL BAND MOBILE ANTENNA
(7/8/V/U)
681 9 G51AT SOFTWARE LICENSE ENH:SMARTZONE
681 9 GA09001AA ADD: WI-FI CAPABILITY
681 9 G298AS
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
681 9 B18CR ADD: AUXILIARY SPKR 7.5 WATT APX
681 9 G843AH ADD: AES ENCRYPTION AND ADP
681 9 G444AH ADD: APX CONTROL HEAD SOFTWARE
681 9 G67EH ADD: REMOTE MOUNT E5 MP
681 9 GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED
681 9 G806BL
SOFTWARE LICENSE ENH: ASTRO DIGITAL

CAI OP APX
681 9 GA01670AA ADD: APX E5 CONTROL HEAD
681 9 W22BA ADD: STD PALM MICROPHONE APX
681 9 QA09113AB ADD: BASELINE RELEASE SW
681 9 GA01630AA ADD: SMARTCONNECT
681 9 G361AH
SOFTWARE LICENSE ENH: P25 TRUNKING

SOFTWARE APX
APX™ 4500 Enhanced

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 31 Packet Pg. 46 of 1140
471 8 M22URS9PW1BN
MOBILE RADIO APX4500 ENHANCED 7/800
MHZ
471 8 GA00250AA
ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT
LOW LOSS PFP-100A/240, QMA
471 8 G66BF ADD: DASH MOUNT O2 APXM
471 8 QA02812AE
ADD: P25 9600 TRUNKING W/

INTEROPERABILITY
471 8 B18CR ADD: AUXILIARY SPKR 7.5 WATT APX
471 8 GA00804AA ADD: APX O2 CH (GREY)
471 8 G444AH ADD: APX CONTROL HEAD SOFTWARE
471 8 G335AW ADD: ANT 1/4 WAVE 762-870MHZ
471 8 W22BA ADD: STD PALM MICROPHONE APX
471 8 QA09113AB ADD: BASELINE RELEASE SW
185 8 GA00318AC ENH: 5 YEAR ESSENTIAL SVC
471 8 GA09008AA ADD: GROUP SERVICES
471 8 G996AS
SOFTWARE LICENSE ENH: OVER THE AIR

PROVISIONING
471 8 GA00580AA ADD: TDMA OPERATION
471 8 GA01576AB ADD: SMA TO QMA ADAPTER
471 8 G843AH ADD: AES ENCRYPTION AND ADP
471 8 G298AS
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
APX™ 4500 Enhanced
471 73 M22URS9PW1BN
MOBILE RADIO APX4500 ENHANCED 7/800
MHZ
471 73 GA00250AA
ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT
LOW LOSS PFP-100A/240, QMA
471 73 G66BF ADD: DASH MOUNT O2 APXM
471 73 QA02812AE
ADD: P25 9600 TRUNKING W/

INTEROPERABILITY
471 73 B18CR ADD: AUXILIARY SPKR 7.5 WATT APX
471 73 GA00804AA ADD: APX O2 CH (GREY)
471 73 G444AH ADD: APX CONTROL HEAD SOFTWARE
471 73 G335AW ADD: ANT 1/4 WAVE 762-870MHZ
471 73 W22BA ADD: STD PALM MICROPHONE APX
471 73 QA09113AB ADD: BASELINE RELEASE SW
185 73 GA00318AC ENH: 5 YEAR ESSENTIAL SVC
471 73 GA09008AA ADD: GROUP SERVICES
471 73 G996AS
SOFTWARE LICENSE ENH: OVER THE AIR

PROVISIONING
471 73 GA00580AA ADD: TDMA OPERATION
471 73 GA09001AA ADD: WI-FI CAPABILITY
471 73 G843AH ADD: AES ENCRYPTION AND ADP
471 73 G298AS
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
APX™ NEXT APX NEXT MULTI
437 5 H55TGT9PW8AN
PORTABLE RADIO APX NEXT; ALL-BAND
MODEL 4.5
437 5 H499KC ENH: SUBMERSIBLE (DELTA T)
437 5 H38DA ADD: SMARTZONE OPERATION
437 5 Q806CH ADD: ASTRO DIGITAL CAI OPERATION
437 5 QA09028AA ADD: VIQI VC RADIO OPERATION
437 5 QA00580BA ADD: TDMA OPERATION
437 5 QA09001AM ADD: WIFI CAPABILITY
437 5 QA09113AA ADD: BASELINE RELEASE SW
437 5 Q361CD ADD: P25 9600 BAUD TRUNKING
437 5 Q629BD
SOFTWARE LICENSE ENH: AES ENCRYPTION

AND ADP

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 32 Packet Pg. 47 of 1140
437 5 QA09017AA ADD: LTE WITH ACTIVE SERVICE AT&T US
437 5 QA09030AB
ADD: MOTOROLA APX HOSTED

RADIOCENTRAL
437 5 Q498BN
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
437 5 G996AP ADD: PROGRAMMING OVER P25 (OTAP)
437 5 Q173CA ADD: SMARTZONE OMNILINK
723 5 LSV01S03446A APX NEXT DMS ESSENTIAL
724 5 LSV01S03082A RADIOCENTRAL PROGRAMMING
712 1 PSV01S02940A SMARTMAPPING ENABLEMENT
712 5 SSV01S01407A SMARTPROGRAMMING
712 5 SSV01S01406A APX NEXT SMARTCONNECT SUBSCRIPTION
712 5 SSV01S01476A SMARTLOCATE
712 5 SSV01S01907A SMARTMAPPING
453 7 NNTN9216A
PORTABLE RADIO BATTERY IMPRES 2 LI-ION
IP68 4400T
785 7 NNTN9199A
CHARGER, DESKTOP SINGLE UNIT IMPRES 2

FAST, US/NA
372 7 PMMN4136B
XVP830 REMOTE SPEAKER MICROPHONE,

NO CHANNEL KNOB
700 1 PSV03S02465A APX DMS PROVISIONING PD3
712 1 PSV01S02944A PROVISIONING SUPPORT
APX™ 8000 Series APX8000
579 11 H91TGD9PW7AN
PORTABLE RADIO APX 8000 ALL BAND
MODEL 3.5
579 11 Q806CB ADD: ASTRO DIGITAL CAI OPERATION
579 11 Q361AN ADD: P25 9600 BAUD TRUNKING
579 11 H38BS ADD: SMARTZONE OPERATION
579 11 QA09113AB ADD: BASELINE RELEASE SW
579 11 Q629AH
SOFTWARE LICENSE ENH: AES ENCRYPTION

AND ADP
579 11 QA05509AA DEL: DELETE UHF BAND
579 11 QA00580AA ADD: TDMA OPERATION
579 11 QA09008AA ADD: GROUP SERVICES
579 11 QA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING
579 11 QA09001AB ADD: WIFI CAPABILITY
579 11 Q498AU
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
579 11 QA07682AA ADD: SMARTCONNECT
579 11 G996AP ADD: PROGRAMMING OVER P25 (OTAP)
185 11 Q887AU ADD: 5Y ESSENTIAL SERVICE
453 14 PMNN4486A
PORTABLE RADIO BATTERY IMPRES 2 LI-ION
R IP68 3400T
785 6 NNTN8860B
CHARGER, DESKTOP SINGLE UNIT IMPRES 2,

FAST US/NA
372 11 PMMN4099DL

AUDIO ACCESSORY-REMOTE SPEAKER

MICROPHONE,AUDIO ACCESSORY-REMOTE
SPEAKER MICROPHONE,IP68 REMOTE
SPEAKER MICROPHONE,3.5MM,UL
APX™ 8500
681 8 M37TSS9PW1CN APX8500 ALL BAND MP MOBILE
681 8 GA09008AA ADD: GROUP SERVICES
681 8 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING
185 8 GA00318AF ENH: 5 YEAR ESSENTIAL SVC

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 33 Packet Pg. 48 of 1140
681 8 G996AS
SOFTWARE LICENSE ENH: OVER THE AIR

PROVISIONING
681 8 GA00250AA
ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT
LOW LOSS PFP-100A/240, QMA
681 8 GA00580AA ADD: TDMA OPERATION
681 8 GA01513AB
ADD: ALL BAND MOBILE ANTENNA
(7/8/V/U)
681 8 G51AT SOFTWARE LICENSE ENH:SMARTZONE
681 8 GA05507AA DEL: DELETE 7/800MHZ BAND
681 8 GA05509AA DEL: DELETE UHF BAND
681 8 GA09001AA ADD: WI-FI CAPABILITY
681 8 G298AS
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
681 8 B18CR ADD: AUXILIARY SPKR 7.5 WATT APX
681 8 G843AH ADD: AES ENCRYPTION AND ADP
681 8 G444AH ADD: APX CONTROL HEAD SOFTWARE
681 8 G67EH ADD: REMOTE MOUNT E5 MP
681 8 GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED
681 8 G806BL
SOFTWARE LICENSE ENH: ASTRO DIGITAL

CAI OP APX
681 8 GA01670AA ADD: APX E5 CONTROL HEAD
681 8 W22BA ADD: STD PALM MICROPHONE APX
681 8 QA09113AB ADD: BASELINE RELEASE SW
681 8 GA01630AA ADD: SMARTCONNECT
681 8 G361AH
SOFTWARE LICENSE ENH: P25 TRUNKING

SOFTWARE APX
554 8 HAF4016A
MOBILE ANTENNA, ROOF MOUNT, 1/4
WAVE, 762-870 MHZ
APX™ 8500
681 8 M37TSS9PW1CN APX8500 ALL BAND MP MOBILE
681 8 GA09008AA ADD: GROUP SERVICES
681 8 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING
185 8 GA00318AF ENH: 5 YEAR ESSENTIAL SVC
681 8 G996AS
SOFTWARE LICENSE ENH: OVER THE AIR

PROVISIONING
681 8 GA00250AA
ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT
LOW LOSS PFP-100A/240, QMA
681 8 GA00580AA ADD: TDMA OPERATION
681 8 GA01513AB
ADD: ALL BAND MOBILE ANTENNA
(7/8/V/U)
681 8 G51AT SOFTWARE LICENSE ENH:SMARTZONE
681 8 GA05507AA DEL: DELETE 7/800MHZ BAND
681 8 GA05509AA DEL: DELETE UHF BAND
681 8 GA09001AA ADD: WI-FI CAPABILITY
681 8 G298AS
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
681 8 B18CR ADD: AUXILIARY SPKR 7.5 WATT APX
681 8 G444AH ADD: APX CONTROL HEAD SOFTWARE
681 8 G67EH ADD: REMOTE MOUNT E5 MP
681 8 GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED
681 8 G806BL
SOFTWARE LICENSE ENH: ASTRO DIGITAL

CAI OP APX
681 8 GA01670AA ADD: APX E5 CONTROL HEAD
681 8 W22BA ADD: STD PALM MICROPHONE APX
681 8 QA09113AB ADD: BASELINE RELEASE SW
681 8 GA01630AA ADD: SMARTCONNECT
681 8 G193AK
ADD: ADP ONLY (NON-P25 CAP COMPLIANT)
(US ONLY)

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 34 Packet Pg. 49 of 1140
681 8 G361AH
SOFTWARE LICENSE ENH: P25 TRUNKING

SOFTWARE APX
554 8 HAF4016A
MOBILE ANTENNA, ROOF MOUNT, 1/4
WAVE, 762-870 MHZ
Standalone Items
372 87 PMMN4154B
XVE500 DIV 1 REMOTE SPEAKER MIC, HIGH

IMPACT GREEN WITH KNOB, UL
Standalone Items
681 47 H1919A MOBILE RADIO MULTIPLEXER QMA
554 47 HAF4016A
MOBILE ANTENNA, ROOF MOUNT, 1/4
WAVE, 762-870 MHZ
291 47 HAD4021A
MOBILE ANTENNA, WIDEBAND, 136-174
MHZ
554 15 HAE6016A
MOBILE ANTENNA, LOW PROFILE, 450-512
MHZ
Standalone Items
785 60 NNTN7616D
CHARGER, VEHICULAR IMPRES 12VDC

HARDWIRE
APX™ 8500
681 65 M37TSS9PW1CN APX8500 ALL BAND MP MOBILE
681 65 GA09008AA ADD: GROUP SERVICES
681 65 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING
185 65 GA00318AF ENH: 5 YEAR ESSENTIAL SVC
681 65 G996AS
SOFTWARE LICENSE ENH: OVER THE AIR

PROVISIONING
681 65 GA00250AA
ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT
LOW LOSS PFP-100A/240, QMA
681 65 GA00580AA ADD: TDMA OPERATION
681 65 G51AT SOFTWARE LICENSE ENH:SMARTZONE
681 65 GA05508AA DEL: DELETE VHF BAND
681 65 GA09001AA ADD: WI-FI CAPABILITY
681 65 G298AS
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
681 65 B18CR ADD: AUXILIARY SPKR 7.5 WATT APX
681 65 G843AH ADD: AES ENCRYPTION AND ADP
681 65 G89AC ADD: NO RF ANTENNA NEEDED
681 65 G444AH ADD: APX CONTROL HEAD SOFTWARE
681 65 G67EH ADD: REMOTE MOUNT E5 MP
681 65 GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED
681 65 G806BL
SOFTWARE LICENSE ENH: ASTRO DIGITAL

CAI OP APX
681 65 GA01670AA ADD: APX E5 CONTROL HEAD
681 65 W22BA ADD: STD PALM MICROPHONE APX
681 65 QA09113AB ADD: BASELINE RELEASE SW
681 65 G361AH
SOFTWARE LICENSE ENH: P25 TRUNKING

SOFTWARE APX
APX™ 8000 Series APX8000
579 115 H91TGD9PW7AN
PORTABLE RADIO APX 8000 ALL BAND
MODEL 3.5
579 115 Q806CB ADD: ASTRO DIGITAL CAI OPERATION
579 115 Q361AN ADD: P25 9600 BAUD TRUNKING
579 115 QA05508AA DEL: DELETE VHF BAND
579 115 H38BS ADD: SMARTZONE OPERATION
579 115 QA09113AB ADD: BASELINE RELEASE SW
579 115 Q629AH
SOFTWARE LICENSE ENH: AES ENCRYPTION

AND ADP
579 115 QA00580AA ADD: TDMA OPERATION
185 115 Q887AU ADD: 5Y ESSENTIAL SERVICE

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 35 Packet Pg. 50 of 1140
579 115 QA09008AA ADD: GROUP SERVICES
579 115 QA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 579 115 QA09001AB ADD: WIFI CAPABILITY
579 115 Q498AU
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
579 115 QA07682AA ADD: SMARTCONNECT
579 115 G996AP ADD: PROGRAMMING OVER P25 (OTAP)
785 30 NNTN8860B
CHARGER, DESKTOP SINGLE UNIT IMPRES 2,

FAST US/NA
453 120 PMNN4486A
PORTABLE RADIO BATTERY IMPRES 2 LI-ION
R IP68 3400T
372 120 PMMN4099DL

AUDIO ACCESSORY-REMOTE SPEAKER

MICROPHONE,AUDIO ACCESSORY-REMOTE
SPEAKER MICROPHONE,IP68 REMOTE
SPEAKER MICROPHONE,3.5MM,UL
APX™ 900
837 30 H92UCH9PW7AN
PORTABLE RADIO APX 900 7/800 MHZ
MODEL 3
837 30 QA04096AA SOFTWARE LICENSE ENH: P25 TRUNKING
837 30 QA06653AA
SOFTWARE LICENSE ENH: AES 256 SW

ENCRYPTION AND ADP
837 30 QA09113AB ADD: BASELINE RELEASE SW
837 30 G996AZ ADD: PROGRAMMING OVER P25 (OTAP)
185 30 Q887AT ADD: 5Y ESSENTIAL SERVICE
837 30 QA09008AA ADD: GROUP SERVICES
837 30 H869CQ ADD: MULTIKEY
837 30 QA00580AF ADD: TDMA OPERATION
453 30 PMNN4493A

PORTABLE RADIO BATTERY IMPRES LI-ION
IP68 3000T
785 30 PMPN4576A

CHARGER, DESKTOP SINGLE UNIT IMPRES,

US/CAN PLUG
372 30 PMMN4099DL

AUDIO ACCESSORY-REMOTE SPEAKER

MICROPHONE,AUDIO ACCESSORY-REMOTE
SPEAKER MICROPHONE,IP68 REMOTE
SPEAKER MICROPHONE,3.5MM,UL
APX™ NEXT APX NEXT MULTI
437 15 H55TGT9PW8AN
PORTABLE RADIO APX NEXT; ALL-BAND
MODEL 4.5
437 15 H499KC ENH: SUBMERSIBLE (DELTA T)
437 15 H38DA ADD: SMARTZONE OPERATION
437 15 Q806CH ADD: ASTRO DIGITAL CAI OPERATION
437 15 QA09028AA ADD: VIQI VC RADIO OPERATION
437 15 QA03399AK ADD: ENHANCED DATA
437 15 QA00580BA ADD: TDMA OPERATION
437 15 QA09001AM ADD: WIFI CAPABILITY
437 15 QA09113AA ADD: BASELINE RELEASE SW
437 15 Q361CD ADD: P25 9600 BAUD TRUNKING
437 15 Q629BD
SOFTWARE LICENSE ENH: AES ENCRYPTION

AND ADP
437 15 QA09017AA ADD: LTE WITH ACTIVE SERVICE AT&T US
437 15 QA09030AB
ADD: MOTOROLA APX HOSTED

RADIOCENTRAL
437 15 Q498BN
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 36 Packet Pg. 51 of 1140
437 15 G996AP ADD: PROGRAMMING OVER P25 (OTAP)
437 15 Q173CA ADD: SMARTZONE OMNILINK
723 15 LSV01S03446A APX NEXT DMS ESSENTIAL
724 15 LSV01S03082A RADIOCENTRAL PROGRAMMING
712 1 PSV01S02940A SMARTMAPPING ENABLEMENT
712 15 SSV01S01407A SMARTPROGRAMMING
712 15 SSV01S01406A APX NEXT SMARTCONNECT SUBSCRIPTION
712 15 SSV01S01476A SMARTLOCATE
712 15 SSV01S01907A SMARTMAPPING
453 20 NNTN9216A
PORTABLE RADIO BATTERY IMPRES 2 LI-ION
IP68 4400T
785 16 NNTN9199A
CHARGER, DESKTOP SINGLE UNIT IMPRES 2

FAST, US/NA
372 16 PMMN4136B
XVP830 REMOTE SPEAKER MICROPHONE,

NO CHANNEL KNOB
700 1 PSV03S02465A APX DMS PROVISIONING PD3
712 1 PSV01S02944A PROVISIONING SUPPORT
APX™ 900
837 4 H92UCH9PW7AN
PORTABLE RADIO APX 900 7/800 MHZ
MODEL 3
837 4 G996AZ ADD: PROGRAMMING OVER P25 (OTAP)
185 4 Q887AT ADD: 5Y ESSENTIAL SERVICE
837 4 QA04096AA SOFTWARE LICENSE ENH: P25 TRUNKING
837 4 QA09008AA ADD: GROUP SERVICES
837 4 QA06653AA
SOFTWARE LICENSE ENH: AES 256 SW

ENCRYPTION AND ADP
837 4 H869CQ ADD: MULTIKEY
837 4 QA00580AF ADD: TDMA OPERATION
837 4 QA09113AB ADD: BASELINE RELEASE SW
453 4 PMNN4493A

PORTABLE RADIO BATTERY IMPRES LI-ION
IP68 3000T
785 4 PMPN4576A

CHARGER, DESKTOP SINGLE UNIT IMPRES,

US/CAN PLUG
372 4 PMMN4099DL

AUDIO ACCESSORY-REMOTE SPEAKER

MICROPHONE,AUDIO ACCESSORY-REMOTE
SPEAKER MICROPHONE,IP68 REMOTE
SPEAKER MICROPHONE,3.5MM,UL
APX™ 900
837 2 H92UCH9PW7AN
PORTABLE RADIO APX 900 7/800 MHZ
MODEL 3
837 2 G996AZ ADD: PROGRAMMING OVER P25 (OTAP)
185 2 Q887AT ADD: 5Y ESSENTIAL SERVICE
837 2 QA04096AA SOFTWARE LICENSE ENH: P25 TRUNKING
837 2 QA09008AA ADD: GROUP SERVICES
837 2 QA06653AA
SOFTWARE LICENSE ENH: AES 256 SW

ENCRYPTION AND ADP
837 2 H869CQ ADD: MULTIKEY
837 2 QA00580AF ADD: TDMA OPERATION
837 2 QA09113AB ADD: BASELINE RELEASE SW
453 4 PMNN4493A

PORTABLE RADIO BATTERY IMPRES LI-ION
IP68 3000T
785 4 PMPN4576A

CHARGER, DESKTOP SINGLE UNIT IMPRES,

US/CAN PLUG

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 37 Packet Pg. 52 of 1140
372 4 PMMN4099DL

AUDIO ACCESSORY-REMOTE SPEAKER

MICROPHONE,AUDIO ACCESSORY-REMOTE
SPEAKER MICROPHONE,IP68 REMOTE
SPEAKER MICROPHONE,3.5MM,UL
APX™ 8000 Series APX8000
579 4 H91TGD9PW7AN
PORTABLE RADIO APX 8000 ALL BAND
MODEL 3.5
579 4 Q806CB ADD: ASTRO DIGITAL CAI OPERATION
579 4 Q361AN ADD: P25 9600 BAUD TRUNKING
579 4 QA00580AA ADD: TDMA OPERATION
185 4 Q887AU ADD: 5Y ESSENTIAL SERVICE
579 4 QA09008AA ADD: GROUP SERVICES
579 4 QA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING
579 4 QA09001AB ADD: WIFI CAPABILITY
579 4 Q498AU
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
579 4 H38BS ADD: SMARTZONE OPERATION
579 4 QA07682AA ADD: SMARTCONNECT
579 4 QA09113AB ADD: BASELINE RELEASE SW
579 4 G996AP ADD: PROGRAMMING OVER P25 (OTAP)
579 4 Q629AH
SOFTWARE LICENSE ENH: AES ENCRYPTION

AND ADP
453 4 PMNN4486A
PORTABLE RADIO BATTERY IMPRES 2 LI-ION
R IP68 3400T
785 4 NNTN8860B
CHARGER, DESKTOP SINGLE UNIT IMPRES 2,

FAST US/NA
372 4 PMMN4099DL

AUDIO ACCESSORY-REMOTE SPEAKER

MICROPHONE,AUDIO ACCESSORY-REMOTE
SPEAKER MICROPHONE,IP68 REMOTE
SPEAKER MICROPHONE,3.5MM,UL
Standalone Items
372 116 PMMN4142A
XVP730 REMOTE SPEAKER MICROPHONE

NO CHANNEL KNOB, FOR APX N RADIOS
Standalone Items
453 45 PMNN4486A
PORTABLE RADIO BATTERY IMPRES 2 LI-ION
R IP68 3400T
453 90 PMNN4504A
PORTABLE RADIO BATTERY IMPRES 2 LI-ION
UL2054 DIV2 R IP68 3400T
453 90 PMNN4448B

PORTABLE RADIO BATTERY IMPRES LI-ION
IP68 2800T
APX™ 900
837 56 H92UCH9PW7AN
PORTABLE RADIO APX 900 7/800 MHZ
MODEL 3
837 56 G996AZ ADD: PROGRAMMING OVER P25 (OTAP)
185 56 Q887AT ADD: 5Y ESSENTIAL SERVICE
837 56 QA04096AA SOFTWARE LICENSE ENH: P25 TRUNKING
837 56 QA09008AA ADD: GROUP SERVICES
837 56 QA06653AA
SOFTWARE LICENSE ENH: AES 256 SW

ENCRYPTION AND ADP
837 56 H869CQ ADD: MULTIKEY
837 56 QA00580AF ADD: TDMA OPERATION
837 56 QA09113AB ADD: BASELINE RELEASE SW
453 4 PMNN4493A

PORTABLE RADIO BATTERY IMPRES LI-ION
IP68 3000T

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 38 Packet Pg. 53 of 1140
785 4 PMPN4576A

CHARGER, DESKTOP SINGLE UNIT IMPRES,

US/CAN PLUG
372 4 PMMN4099DL

AUDIO ACCESSORY-REMOTE SPEAKER

MICROPHONE,AUDIO ACCESSORY-REMOTE
SPEAKER MICROPHONE,IP68 REMOTE
SPEAKER MICROPHONE,3.5MM,UL
APX™ 900
837 52 H92UCH9PW7AN
PORTABLE RADIO APX 900 7/800 MHZ
MODEL 3
837 52 G996AZ ADD: PROGRAMMING OVER P25 (OTAP)
185 52 Q887AT ADD: 5Y ESSENTIAL SERVICE
837 52 QA04096AA SOFTWARE LICENSE ENH: P25 TRUNKING
837 52 QA09008AA ADD: GROUP SERVICES
837 52 QA06653AA
SOFTWARE LICENSE ENH: AES 256 SW

ENCRYPTION AND ADP
837 52 H869CQ ADD: MULTIKEY
837 52 QA00580AF ADD: TDMA OPERATION
837 52 QA09113AB ADD: BASELINE RELEASE SW
453 4 PMNN4493A

PORTABLE RADIO BATTERY IMPRES LI-ION
IP68 3000T
785 4 PMPN4576A

CHARGER, DESKTOP SINGLE UNIT IMPRES,

US/CAN PLUG
372 4 PMMN4099DL

AUDIO ACCESSORY-REMOTE SPEAKER

MICROPHONE,AUDIO ACCESSORY-REMOTE
SPEAKER MICROPHONE,IP68 REMOTE
SPEAKER MICROPHONE,3.5MM,UL
APX™ Consolette
681 3 L37TSS9PW1CN ALL BAND CONSOLETTE CN
681 3 GA09001AC ADD: WI-FI CAPABILITY CONSOLETTE
681 3 L998AB ADD: LIMITED FRONT PANEL W/CLOCK/VU
681 3 G996AS
SOFTWARE LICENSE ENH: OVER THE AIR

PROVISIONING
681 3 GA00250AA
ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT
LOW LOSS PFP-100A/240, QMA
185 3 HA00694AA ADD: 7Y ESSENTIAL SERVICE HTM
681 3 GA00580AA ADD: TDMA OPERATION
681 3 GA01513AB
ADD: ALL BAND MOBILE ANTENNA
(7/8/V/U)
681 3 CA01598AB ADD: AC LINE CORD US
681 3 G51AT SOFTWARE LICENSE ENH:SMARTZONE
681 3 GA05508AA DEL: DELETE VHF BAND
681 3 G298AS
SOFTWARE LICENSE ENH: ASTRO 25 OTAR

W/ MULTIKEY
681 3 G843AH ADD: AES ENCRYPTION AND ADP
681 3 QA03399AA ADD: ENHANCED DATA APX
681 3 G806BL
SOFTWARE LICENSE ENH: ASTRO DIGITAL

CAI OP APX
681 3 QA09113AB ADD: BASELINE RELEASE SW
681 3 GA01630AA ADD: SMARTCONNECT
681 3 G361AH
SOFTWARE LICENSE ENH: P25 TRUNKING

SOFTWARE APX
761 1 HKN6243A

BRACKET,APX CONSOLETTE WALL MOUNT

BRACKET KIT
761 1 HKN6233C

MOBILE RADIO APX CONSOLETTE RACK

MOUNT KIT

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 39 Packet Pg. 54 of 1140
Billing Address:

PALO ALTO, CITY OF
750 HAMILTON RD
PALO ALTO, CA 94301
US
Shipping Address:

PALO ALTO, CITY OF
3201 EAST BAYSHORE RD
PALO ALTO, CA 94301
US
Christopher Chamberlain
Chris.Chamberlain1@
motorolasolutions.com
End Customer:

PALO ALTO, CITY OF
Nicole  Frazier
[email protected]
650.329.2331
Contract:  SVRIA - R2020-02
Payment Terms:30 NET
Summary:

Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard Terms and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents.

Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms.

Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
APX™ 8500 Police Dept APX8500 Tri
Band
1 M37TSS9PW1CN APX8500 ALL BAND MP
MOBILE
65 $6,558.00 27.0% $4,787.34 $311,177.10
1a GA09008AA ADD: GROUP SERVICES 65 $177.00 27.0% $129.21 $8,398.65 1b GA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
65 $0.00 0.0% $0.00 $0.00
1c GA00318AF ENH: 5 YEAR ESSENTIAL
SVC
65 $480.00 0.0% $480.00 $31,200.00
1d G996AS SOFTWARE LICENSE
ENH: OVER THE AIR

PROVISIONING
65 $118.00 27.0% $86.14 $5,599.10
1e GA00250AA ADD: GNSS/BT-WIFI
THRU MNT ANT, 17FT
LOW LOSS PFP-100A/
240, QMA
65 $118.00 27.0% $86.14 $5,599.10
1f GA00580AA ADD: TDMA OPERATION 65 $530.00 27.0% $386.90 $25,148.50 1g G51AT SOFTWARE LICENSE
ENH:SMARTZONE
65 $1,766.00 27.0% $1,289.18 $83,796.70
QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Quote Date:10/02/2025
Expiration Date:03/22/2026
Quote Created By:

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 40 Packet Pg. 55 of 1140
Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
1h GA05508AA DEL: DELETE VHF BAND 65 -$800.00 0.0% -$584.00 -$37,960.00 1i GA09001AA ADD: WI-FI CAPABILITY 65 $353.00 27.0% $257.69 $16,749.85 1j G298AS SOFTWARE LICENSE
ENH: ASTRO 25 OTAR W/

MULTIKEY
65 $871.00 27.0% $635.83 $41,328.95
1k B18CR ADD: AUXILIARY SPKR

7.5 WATT APX
65 $71.00 27.0% $51.83 $3,368.95
1l G843AH ADD: AES ENCRYPTION

AND ADP
65 $560.00 27.0% $408.80 $26,572.00
1m G89AC ADD: NO RF ANTENNA
NEEDED
65 $0.00 0.0% $0.00 $0.00
1n G444AH ADD: APX CONTROL

HEAD SOFTWARE
65 $0.00 0.0% $0.00 $0.00
1o G67EH ADD: REMOTE MOUNT
E5 MP
65 $350.00 27.0% $255.50 $16,607.50
1p GA01517AA DEL: NO J600 ADAPTER

CABLE NEEDED
65 $0.00 0.0% $0.00 $0.00
1q G806BL SOFTWARE LICENSE
ENH: ASTRO DIGITAL CAI
OP APX
65 $607.00 27.0% $443.11 $28,802.15
1r GA01670AA ADD: APX E5 CONTROL
HEAD
65 $767.00 27.0% $559.91 $36,394.15
1s W22BA ADD: STD PALM

MICROPHONE APX
65 $85.00 27.0% $62.05 $4,033.25
1t QA09113AB ADD: BASELINE RELEASE
SW
65 $0.00 0.0% $0.00 $0.00
1u G361AH SOFTWARE LICENSE
ENH: P25 TRUNKING

SOFTWARE APX
65 $353.00 27.0% $257.69 $16,749.85
APX™ 8000 Series Police Dept APX8000
Dual Band
2 H91TGD9PW7AN PORTABLE RADIO APX
8000 ALL BAND MODEL

3.5 115 $8,651.00 27.0% $6,315.23 $726,251.45
2a Q806CB ADD: ASTRO DIGITAL

CAI OPERATION
115 $607.00 27.0% $443.11 $50,957.65
2b Q361AN ADD: P25 9600 BAUD

TRUNKING
115 $353.00 27.0% $257.69 $29,634.35
2c QA05508AA DEL: DELETE VHF BAND 115 -$800.00 0.0% -$584.00 -$67,160.00 QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 41 Packet Pg. 56 of 1140
Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
2d H38BS ADD: SMARTZONE

OPERATION
115 $1,766.00 27.0% $1,289.18 $148,255.70
2e QA09113AB ADD: BASELINE RELEASE
SW
115 $0.00 0.0% $0.00 $0.00
2f Q629AH SOFTWARE LICENSE
ENH: AES ENCRYPTION

AND ADP
115 $560.00 27.0% $408.80 $47,012.00
2g QA00580AA ADD: TDMA OPERATION 115 $530.00 27.0% $386.90 $44,493.50 2h Q887AU ADD: 5Y ESSENTIAL

SERVICE
115 $306.00 0.0% $306.00 $35,190.00
2i QA09008AA ADD: GROUP SERVICES 115 $177.00 27.0% $129.21 $14,859.15 2j QA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
115 $0.00 0.0% $0.00 $0.00
2k QA09001AB ADD: WIFI CAPABILITY 115 $353.00 27.0% $257.69 $29,634.35 2l Q498AU SOFTWARE LICENSE
ENH: ASTRO 25 OTAR W/

MULTIKEY
115 $871.00 27.0% $635.83 $73,120.45
2m QA07682AA ADD: SMARTCONNECT 115 $0.00 0.0% $0.00 $0.00 2n G996AP ADD: PROGRAMMING
OVER P25 (OTAP)
115 $118.00 27.0% $86.14 $9,906.10
3 NNTN8860B CHARGER, DESKTOP
SINGLE UNIT IMPRES 2,

FAST US/NA
30 $199.56 25.0% $149.67 $4,490.10
4 PMNN4486A PORTABLE RADIO
BATTERY IMPRES 2 LIION R IP68 3400T
120 $207.10 25.0% $155.33 $18,639.60
5 PMMN4099DL AUDIO ACCESSORYREMOTE SPEAKER

MICROPHONE,AUDIO

ACCESSORY-REMOTE

SPEAKER
MICROPHONE,IP68

REMOTE SPEAKER
MICROPHONE,3.5MM,UL
120 $152.54 20.01% $122.02 $14,642.40
APX™ 900 Police Dept APX900
6 H92UCH9PW7AN PORTABLE RADIO APX
900 7/800 MHZ MODEL 3
30 $2,479.00 27.0% $1,809.67 $54,290.10
6a QA04096AA SOFTWARE LICENSE
ENH: P25 TRUNKING
30 $1,259.00 27.0% $919.07 $27,572.10
QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 42 Packet Pg. 57 of 1140
Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
6b QA06653AA SOFTWARE LICENSE
ENH: AES 256 SW

ENCRYPTION AND ADP
30 $383.00 27.0% $279.59 $8,387.70
6c QA09113AB ADD: BASELINE RELEASE
SW
30 $0.00 0.0% $0.00 $0.00
6d G996AZ ADD: PROGRAMMING
OVER P25 (OTAP)
30 $118.00 27.0% $86.14 $2,584.20
6e Q887AT ADD: 5Y ESSENTIAL

SERVICE
30 $222.00 0.0% $222.00 $6,660.00
6f QA09008AA ADD: GROUP SERVICES 30 $177.00 27.0% $129.21 $3,876.30 6g H869CQ ADD: MULTIKEY 30 $89.00 27.0% $64.97 $1,949.10 6h QA00580AF ADD: TDMA OPERATION 30 $530.00 27.0% $386.90 $11,607.00 7 PMNN4493A PORTABLE RADIO

BATTERY IMPRES LI-ION
IP68 3000T
30 $148.84 25.0% $111.63 $3,348.90
8 PMPN4576A CHARGER, DESKTOP

SINGLE UNIT IMPRES,

US/CAN PLUG
30 $87.83 25.0% $65.87 $1,976.10
9 PMMN4099DL AUDIO ACCESSORYREMOTE SPEAKER

MICROPHONE,AUDIO

ACCESSORY-REMOTE

SPEAKER
MICROPHONE,IP68

REMOTE SPEAKER
MICROPHONE,3.5MM,UL
30 $152.54 20.01% $122.02 $3,660.60
APX™ NEXT Police Dept APX Next Tri
Band
10 H55TGT9PW8AN PORTABLE RADIO APX
NEXT; ALL-BAND MODEL

4.5 15 $8,818.00 27.0% $6,437.14 $96,557.10
10a H499KC ENH: SUBMERSIBLE
(DELTA T)
15 $177.00 27.0% $129.21 $1,938.15
10b H38DA ADD: SMARTZONE

OPERATION
15 $1,412.00 27.0% $1,030.76 $15,461.40
10c Q806CH ADD: ASTRO DIGITAL

CAI OPERATION
15 $607.00 27.0% $443.11 $6,646.65
10d QA09028AA ADD: VIQI VC RADIO

OPERATION
15 $0.00 0.0% $0.00 $0.00
10e QA03399AK ADD: ENHANCED DATA 15 $177.00 27.0% $129.21 $1,938.15 10f QA00580BA ADD: TDMA OPERATION 15 $530.00 27.0% $386.90 $5,803.50 QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 43 Packet Pg. 58 of 1140
Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
10g QA09001AM ADD: WIFI CAPABILITY 15 $353.00 27.0% $257.69 $3,865.35 10h QA09113AA ADD: BASELINE RELEASE
SW
15 $0.00 0.0% $0.00 $0.00
10i Q361CD ADD: P25 9600 BAUD

TRUNKING
15 $353.00 27.0% $257.69 $3,865.35
10j Q629BD SOFTWARE LICENSE
ENH: AES ENCRYPTION

AND ADP
15 $560.00 27.0% $408.80 $6,132.00
10k QA09017AA ADD: LTE WITH ACTIVE

SERVICE AT&T US
15 $0.00 0.0% $0.00 $0.00
10l QA09030AB ADD: MOTOROLA APX
HOSTED
RADIOCENTRAL*
15 $0.00 0.0% $0.00 $0.00
10m Q498BN SOFTWARE LICENSE
ENH: ASTRO 25 OTAR W/

MULTIKEY
15 $871.00 27.0% $635.83 $9,537.45
10n G996AP ADD: PROGRAMMING
OVER P25 (OTAP)
15 $118.00 27.0% $86.14 $1,292.10
10o Q173CA ADD: SMARTZONE

OMNILINK
15 $0.00 0.0% $0.00 $0.00
11 LSV01S03446A APX NEXT DMS

ESSENTIAL
15 5 YEARS $384.60 0.0% $384.60 $5,769.00
12 LSV01S03082A RADIOCENTRAL

PROGRAMMING
15 7 YEARS $224.28 0.0% $224.28 $3,364.20
13 PSV01S02940A SMARTMAPPING

ENABLEMENT
1 $0.00 0.0% $0.00 $0.00
14 SSV01S01407A SMARTPROGRAMMING 15 7 YEAR $525.00 0.0% $525.00 $7,875.00 15 SSV01S01406A APX NEXT

SMARTCONNECT

SUBSCRIPTION
15 7 YEAR $525.00 0.0% $525.00 $7,875.00
16 SSV01S01476A SMARTLOCATE 15 7 YEAR $525.00 0.0% $525.00 $7,875.00 17 SSV01S01907A SMARTMAPPING 15 7 YEAR $525.00 0.0% $525.00 $7,875.00 18 NNTN9216A PORTABLE RADIO
BATTERY IMPRES 2 LIION IP68 4400T
20 $248.05 25.0% $186.04 $3,720.80
19 NNTN9199A CHARGER, DESKTOP
SINGLE UNIT IMPRES 2

FAST, US/NA
16 $181.43 25.0% $136.07 $2,177.12
QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 44 Packet Pg. 59 of 1140
Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
20 PMMN4136B XVP830 REMOTE

SPEAKER MICROPHONE,

NO CHANNEL KNOB
16 $520.00 20.01% $415.95 $6,655.20
21 PSV03S02465A APX DMS PROVISIONING
PD3*
1 $0.00 0.0% $0.00 $0.00
22 PSV01S02944A PROVISIONING

SUPPORT
1 $0.00 0.0% $0.00 $0.00
APX™ 900 IT APX900
23 H92UCH9PW7AN PORTABLE RADIO APX
900 7/800 MHZ MODEL 3
4 $2,479.00 27.0% $1,809.67 $7,238.68
23a G996AZ ADD: PROGRAMMING
OVER P25 (OTAP)
4 $118.00 27.0% $86.14 $344.56
23b Q887AT ADD: 5Y ESSENTIAL

SERVICE
4 $222.00 0.0% $222.00 $888.00
23c QA04096AA SOFTWARE LICENSE
ENH: P25 TRUNKING
4 $1,259.00 27.0% $919.07 $3,676.28
23d QA09008AA ADD: GROUP SERVICES 4 $177.00 27.0% $129.21 $516.84 23e QA06653AA SOFTWARE LICENSE
ENH: AES 256 SW

ENCRYPTION AND ADP
4 $383.00 27.0% $279.59 $1,118.36
23f H869CQ ADD: MULTIKEY 4 $89.00 27.0% $64.97 $259.88
23g QA00580AF ADD: TDMA OPERATION 4 $530.00 27.0% $386.90 $1,547.60 23h QA09113AB ADD: BASELINE RELEASE
SW
4 $0.00 0.0% $0.00 $0.00
24 PMNN4493A PORTABLE RADIO

BATTERY IMPRES LI-ION
IP68 3000T
4 $148.84 25.0% $111.63 $446.52
25 PMPN4576A CHARGER, DESKTOP

SINGLE UNIT IMPRES,

US/CAN PLUG
4 $87.83 25.0% $65.87 $263.48
26 PMMN4099DL AUDIO ACCESSORYREMOTE SPEAKER

MICROPHONE,AUDIO

ACCESSORY-REMOTE

SPEAKER
MICROPHONE,IP68

REMOTE SPEAKER
MICROPHONE,3.5MM,UL
4 $152.54 20.01% $122.02 $488.08
APX™ 900 Dev Center APX900
27 H92UCH9PW7AN PORTABLE RADIO APX
900 7/800 MHZ MODEL 3
2 $2,479.00 27.0% $1,809.67 $3,619.34
QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 45 Packet Pg. 60 of 1140
Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
27a G996AZ ADD: PROGRAMMING
OVER P25 (OTAP)
2 $118.00 27.0% $86.14 $172.28
27b Q887AT ADD: 5Y ESSENTIAL

SERVICE
2 $222.00 0.0% $222.00 $444.00
27c QA04096AA SOFTWARE LICENSE
ENH: P25 TRUNKING
2 $1,259.00 27.0% $919.07 $1,838.14
27d QA09008AA ADD: GROUP SERVICES 2 $177.00 27.0% $129.21 $258.42 27e QA06653AA SOFTWARE LICENSE
ENH: AES 256 SW

ENCRYPTION AND ADP
2 $383.00 27.0% $279.59 $559.18
27f H869CQ ADD: MULTIKEY 2 $89.00 27.0% $64.97 $129.94
27g QA00580AF ADD: TDMA OPERATION 2 $530.00 27.0% $386.90 $773.80 27h QA09113AB ADD: BASELINE RELEASE
SW
2 $0.00 0.0% $0.00 $0.00
28 PMNN4493A PORTABLE RADIO

BATTERY IMPRES LI-ION
IP68 3000T
4 $148.84 25.0% $111.63 $446.52
29 PMPN4576A CHARGER, DESKTOP

SINGLE UNIT IMPRES,

US/CAN PLUG
4 $87.83 25.0% $65.87 $263.48
30 PMMN4099DL AUDIO ACCESSORYREMOTE SPEAKER

MICROPHONE,AUDIO

ACCESSORY-REMOTE

SPEAKER
MICROPHONE,IP68

REMOTE SPEAKER
MICROPHONE,3.5MM,UL
4 $152.54 20.01% $122.02 $488.08
APX™ 8000 Series OES APX8000 TriBand
31 H91TGD9PW7AN PORTABLE RADIO APX
8000 ALL BAND MODEL

3.5 4 $8,651.00 27.0% $6,315.23 $25,260.92
31a Q806CB ADD: ASTRO DIGITAL

CAI OPERATION
4 $607.00 27.0% $443.11 $1,772.44
31b Q361AN ADD: P25 9600 BAUD

TRUNKING
4 $353.00 27.0% $257.69 $1,030.76
31c QA00580AA ADD: TDMA OPERATION 4 $530.00 27.0% $386.90 $1,547.60 31d Q887AU ADD: 5Y ESSENTIAL

SERVICE
4 $306.00 0.0% $306.00 $1,224.00
31e QA09008AA ADD: GROUP SERVICES 4 $177.00 27.0% $129.21 $516.84 QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 46 Packet Pg. 61 of 1140
Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
31f QA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
4 $0.00 0.0% $0.00 $0.00
31g QA09001AB ADD: WIFI CAPABILITY 4 $353.00 27.0% $257.69 $1,030.76 31h Q498AU SOFTWARE LICENSE
ENH: ASTRO 25 OTAR W/

MULTIKEY
4 $871.00 27.0% $635.83 $2,543.32
31i H38BS ADD: SMARTZONE

OPERATION
4 $1,766.00 27.0% $1,289.18 $5,156.72
31j QA07682AA ADD: SMARTCONNECT 4 $0.00 0.0% $0.00 $0.00 31k QA09113AB ADD: BASELINE RELEASE
SW
4 $0.00 0.0% $0.00 $0.00
31l G996AP ADD: PROGRAMMING
OVER P25 (OTAP)
4 $118.00 27.0% $86.14 $344.56
31m Q629AH SOFTWARE LICENSE
ENH: AES ENCRYPTION

AND ADP
4 $560.00 27.0% $408.80 $1,635.20
32 PMNN4486A PORTABLE RADIO
BATTERY IMPRES 2 LIION R IP68 3400T
4 $207.10 25.0% $155.33 $621.32
33 NNTN8860B CHARGER, DESKTOP
SINGLE UNIT IMPRES 2,

FAST US/NA
4 $199.56 25.0% $149.67 $598.68
34 PMMN4099DL AUDIO ACCESSORYREMOTE SPEAKER

MICROPHONE,AUDIO

ACCESSORY-REMOTE

SPEAKER
MICROPHONE,IP68

REMOTE SPEAKER
MICROPHONE,3.5MM,UL
4 $152.54 20.01% $122.02 $488.08
35 PMMN4142A XVP730 REMOTE

SPEAKER MICROPHONE

NO CHANNEL KNOB,

FOR APX N RADIOS
116 $520.00 20.01% $415.95 $48,250.20
36 PMNN4486A PORTABLE RADIO
BATTERY IMPRES 2 LIION R IP68 3400T
45 $207.10 25.0% $155.33 $6,989.85
37 PMNN4504A PORTABLE RADIO
BATTERY IMPRES 2 LIION UL2054 DIV2 R IP68
3400T
90 $245.21 25.0% $183.91 $16,551.90
QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 47 Packet Pg. 62 of 1140
Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
38 PMNN4448B PORTABLE RADIO

BATTERY IMPRES LI-ION
IP68 2800T
90 $160.97 25.0% $120.73 $10,865.70
APX™ 900 Public Works APX900
7_800
39 H92UCH9PW7AN PORTABLE RADIO APX
900 7/800 MHZ MODEL 3
56 $2,479.00 27.0% $1,809.67 $101,341.52
39a G996AZ ADD: PROGRAMMING
OVER P25 (OTAP)
56 $118.00 27.0% $86.14 $4,823.84
39b Q887AT ADD: 5Y ESSENTIAL

SERVICE
56 $222.00 0.0% $222.00 $12,432.00
39c QA04096AA SOFTWARE LICENSE
ENH: P25 TRUNKING
56 $1,259.00 27.0% $919.07 $51,467.92
39d QA09008AA ADD: GROUP SERVICES 56 $177.00 27.0% $129.21 $7,235.76 39e QA06653AA SOFTWARE LICENSE
ENH: AES 256 SW

ENCRYPTION AND ADP
56 $383.00 27.0% $279.59 $15,657.04
39f H869CQ ADD: MULTIKEY 56 $89.00 27.0% $64.97 $3,638.32 39g QA00580AF ADD: TDMA OPERATION 56 $530.00 27.0% $386.90 $21,666.40 39h QA09113AB ADD: BASELINE RELEASE
SW
56 $0.00 0.0% $0.00 $0.00
40 PMNN4493A PORTABLE RADIO

BATTERY IMPRES LI-ION
IP68 3000T
4 $148.84 25.0% $111.63 $446.52
41 PMPN4576A CHARGER, DESKTOP

SINGLE UNIT IMPRES,

US/CAN PLUG
4 $87.83 25.0% $65.87 $263.48
42 PMMN4099DL AUDIO ACCESSORYREMOTE SPEAKER

MICROPHONE,AUDIO

ACCESSORY-REMOTE

SPEAKER
MICROPHONE,IP68

REMOTE SPEAKER
MICROPHONE,3.5MM,UL
4 $152.54 20.01% $122.02 $488.08
APX™ 900 Utilities APX900 7_800
43 H92UCH9PW7AN PORTABLE RADIO APX
900 7/800 MHZ MODEL 3
52 $2,479.00 27.0% $1,809.67 $94,102.84
43a G996AZ ADD: PROGRAMMING
OVER P25 (OTAP)
52 $118.00 27.0% $86.14 $4,479.28
QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 48 Packet Pg. 63 of 1140
Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
43b Q887AT ADD: 5Y ESSENTIAL

SERVICE
52 $222.00 0.0% $222.00 $11,544.00
43c QA04096AA SOFTWARE LICENSE
ENH: P25 TRUNKING
52 $1,259.00 27.0% $919.07 $47,791.64
43d QA09008AA ADD: GROUP SERVICES 52 $177.00 27.0% $129.21 $6,718.92 43e QA06653AA SOFTWARE LICENSE
ENH: AES 256 SW

ENCRYPTION AND ADP
52 $383.00 27.0% $279.59 $14,538.68
43f H869CQ ADD: MULTIKEY 52 $89.00 27.0% $64.97 $3,378.44 43g QA00580AF ADD: TDMA OPERATION 52 $530.00 27.0% $386.90 $20,118.80 43h QA09113AB ADD: BASELINE RELEASE
SW
52 $0.00 0.0% $0.00 $0.00
44 PMNN4493A PORTABLE RADIO

BATTERY IMPRES LI-ION
IP68 3000T
4 $148.84 25.0% $111.63 $446.52
45 PMPN4576A CHARGER, DESKTOP

SINGLE UNIT IMPRES,

US/CAN PLUG
4 $87.83 25.0% $65.87 $263.48
46 PMMN4099DL AUDIO ACCESSORYREMOTE SPEAKER

MICROPHONE,AUDIO

ACCESSORY-REMOTE

SPEAKER
MICROPHONE,IP68

REMOTE SPEAKER
MICROPHONE,3.5MM,UL
4 $152.54 20.01% $122.02 $488.08
APX™ Consolette
47 L37TSS9PW1CN ALL BAND CONSOLETTE
CN
3 $11,053.00 27.0% $8,068.69 $24,206.07
47a GA09001AC ADD: WI-FI CAPABILITY

CONSOLETTE
3 $412.00 27.0% $300.76 $902.28
47b L998AB ADD: LIMITED FRONT

PANEL W/CLOCK/VU
3 $565.00 27.0% $412.45 $1,237.35
47c G996AS SOFTWARE LICENSE
ENH: OVER THE AIR

PROVISIONING
3 $118.00 27.0% $86.14 $258.42
47d GA00250AA ADD: GNSS/BT-WIFI
THRU MNT ANT, 17FT
LOW LOSS PFP-100A/
240, QMA
3 $118.00 27.0% $86.14 $258.42
QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 49 Packet Pg. 64 of 1140
Line
#
Item Number Description Qty Term List Price Disc % Sale Price Ext. Sale Price
47e HA00694AA ADD: 7Y ESSENTIAL

SERVICE HTM
3 $604.80 0.0% $604.80 $1,814.40
47f GA00580AA ADD: TDMA OPERATION 3 $530.00 27.0% $386.90 $1,160.70 47g GA01513AB ADD: ALL BAND MOBILE
ANTENNA (7/8/V/U)
3 $112.00 27.0% $81.76 $245.28
47h CA01598AB ADD: AC LINE CORD US 3 $0.00 0.0% $0.00 $0.00 47i G51AT SOFTWARE LICENSE
ENH:SMARTZONE
3 $1,766.00 27.0% $1,289.18 $3,867.54
47j GA05508AA DEL: DELETE VHF BAND 3 -$800.00 0.0% -$584.00 -$1,752.00 47k G298AS SOFTWARE LICENSE
ENH: ASTRO 25 OTAR W/

MULTIKEY
3 $871.00 27.0% $635.83 $1,907.49
47l G843AH ADD: AES ENCRYPTION

AND ADP
3 $560.00 27.0% $408.80 $1,226.40
47m QA03399AA ADD: ENHANCED DATA
APX
3 $177.00 27.0% $129.21 $387.63
47n G806BL SOFTWARE LICENSE
ENH: ASTRO DIGITAL CAI
OP APX
3 $607.00 27.0% $443.11 $1,329.33
47o QA09113AB ADD: BASELINE RELEASE
SW
3 $0.00 0.0% $0.00 $0.00
47p GA01630AA ADD: SMARTCONNECT 3 $0.00 0.0% $0.00 $0.00 47q G361AH SOFTWARE LICENSE
ENH: P25 TRUNKING

SOFTWARE APX
3 $353.00 27.0% $257.69 $773.07
48 HKN6243A BRACKET,APX

CONSOLETTE WALL

MOUNT BRACKET KIT
1 $64.00 27.0% $46.72 $46.72
49 HKN6233C MOBILE RADIO APX

CONSOLETTE RACK

MOUNT KIT
1 $214.00 27.0% $156.22 $156.22
Subtotal $2,749,195.41
Estimated Tax  $248,699.42
Grand Total $2,997,894.83(USD)
Notes:

QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 50 Packet Pg. 65 of 1140
●   The Pricing Summary is a breakdown of costs and does not reflect the frequency at which you will be invoiced. ●    Additional information is required for one or more items on the quote for an order.

Motorola's quote (Quote Number: ________________ Dated: ____________ ) is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the "Underlying Agreement") that authorizes Customer to purchase equipment and/or services or license software (collectively "Products"). If no Underlying Agreement exists between Motorola and Customer, then the following Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products which is found at http://www.motorolasolutions.com/product-terms.

The Parties hereby enter into this Agreement as of the Effective Date.

Motorola Solutions, Inc. Customer
By: ______________________________ By: ______________________________ Name: ___________________________  Name: ____________________________ Title: ____________________________ Title: ____________________________ Date: ____________________________ Date: ____________________________ QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 51 Packet Pg. 66 of 1140
QUOTE-2970418
Palo Alto - RUA Radio Upgrades
Police
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 52 Packet Pg. 67 of 1140
Purchase Order Checklist NA OM
Marked as PO/ Contract/ Notice to Proceed on Company Letterhead (PO will not be processed without this)
PO Number/ Contract Number
PO Date
Vendor = Motorola Solutions, Inc.

Payment (Billing) Terms/ State Contract Number
Bill-To Name on PO must be equal to the Legal Bill-To Name Bill-To Address
Ship-To Address (If we are shipping to a MR location, it must be documented on PO) Ultimate Address (If the Ship-To address is the MR location then the Ultimate Destination address must be documented on PO )
PO Amount must be equal to or greater than Order Total
Non-Editable Format (Word/ Excel templates cannot be accepted) Tax Exemption Status
Signatures (As required)
NOTE: When an email order is submitted a confirmation is sent from Motorola AutoNotify referencing a case number.

Once checklist is complete, order still must go through Order Validation/Credit Approval Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 53 Packet Pg. 68 of 1140
Billing Address:

PALO ALTO, CITY OF
750 HAMILTON RD
PALO ALTO, CA 94301
US
Shipping Address:

PALO ALTO, CITY OF
3201 EAST BAYSHORE RD
PALO ALTO, CA 94301
US
Christopher Chamberlain
Chris.Chamberlain1@
motorolasolutions.com
End Customer:

PALO ALTO, CITY OF
Nicole  Frazier
[email protected]
650.329.2331
Contract:  SVRIA - R2020-02
Payment Terms:30 NET
Summary:

Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard Terms and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents.

Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms.

Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price APX™ 8000 Series Fire Dept APX8000XE Dual
Band
1 H91TGD9PW7AN PORTABLE RADIO APX
8000 ALL BAND MODEL 3.5
75 $8,651.00 $6,315.23 $473,642.25
1a Q806CB ADD: ASTRO DIGITAL CAI

OPERATION
75 $607.00 $443.11 $33,233.25
1b Q361AN ADD: P25 9600 BAUD

TRUNKING
75 $353.00 $257.69 $19,326.75
1c QA02006AC PORTABLE RADIO ENH:

APX8000XE RUGGED
RADIO
75 $942.00 $687.66 $51,574.50
1d QA05509AA DEL: DELETE UHF BAND 75 -$800.00 -$584.00 -$43,800.00 1e H38BS ADD: SMARTZONE

OPERATION
75 $1,766.00 $1,289.18 $96,688.50
1f QA09113AB ADD: BASELINE RELEASE
SW
75 $0.00 $0.00 $0.00
1g QA01427AG ALT: APX8000/XE

HOUSING GREEN
75 $30.00 $21.90 $1,642.50
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Quote Date:10/02/2025
Expiration Date:03/22/2026
Quote Created By:

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 54 Packet Pg. 69 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 1h Q887AU ADD: 5Y ESSENTIAL

SERVICE
75 $306.00 $306.00 $22,950.00
1i Q498AU SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
75 $871.00 $635.83 $47,687.25
1j Q629AH SOFTWARE LICENSE ENH:

AES ENCRYPTION AND
ADP
75 $560.00 $408.80 $30,660.00
1k QA00580AA ADD: TDMA OPERATION 75 $530.00 $386.90 $29,017.50 1l QA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
75 $0.00 $0.00 $0.00
1m QA09001AB ADD: WIFI CAPABILITY 75 $353.00 $257.69 $19,326.75 1n QA07682AA ADD: SMARTCONNECT 75 $0.00 $0.00 $0.00
1o G996AP ADD: PROGRAMMING
OVER P25 (OTAP)
75 $118.00 $86.14 $6,460.50
2 PMNN4504A PORTABLE RADIO
BATTERY IMPRES 2 LI-ION
UL2054 DIV2 R IP68 3400T
75 $245.21 $183.91 $13,793.25
3 NNTN8860B CHARGER, DESKTOP
SINGLE UNIT IMPRES 2,

FAST US/NA
38 $199.56 $149.67 $5,687.46
APX™ 8000 Series Fire Dept APX8000XE Tri
Band
4 H91TGD9PW7AN PORTABLE RADIO APX
8000 ALL BAND MODEL 3.5
12 $8,651.00 $6,315.23 $75,782.76
4a Q806CB ADD: ASTRO DIGITAL CAI

OPERATION
12 $607.00 $443.11 $5,317.32
4b Q361AN ADD: P25 9600 BAUD

TRUNKING
12 $353.00 $257.69 $3,092.28
4c QA02006AC PORTABLE RADIO ENH:

APX8000XE RUGGED
RADIO
12 $942.00 $687.66 $8,251.92
4d H38BS ADD: SMARTZONE

OPERATION
12 $1,766.00 $1,289.18 $15,470.16
4e QA09113AB ADD: BASELINE RELEASE
SW
12 $0.00 $0.00 $0.00
4f QA01427AG ALT: APX8000/XE

HOUSING GREEN
12 $30.00 $21.90 $262.80
4g Q887AU ADD: 5Y ESSENTIAL

SERVICE
12 $306.00 $306.00 $3,672.00
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 55 Packet Pg. 70 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 4h Q498AU SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
12 $871.00 $635.83 $7,629.96
4i Q629AH SOFTWARE LICENSE ENH:

AES ENCRYPTION AND
ADP
12 $560.00 $408.80 $4,905.60
4j QA00580AA ADD: TDMA OPERATION 12 $530.00 $386.90 $4,642.80 4k QA09001AB ADD: WIFI CAPABILITY 12 $353.00 $257.69 $3,092.28 4l QA07682AA ADD: SMARTCONNECT 12 $0.00 $0.00 $0.00
4m G996AP ADD: PROGRAMMING
OVER P25 (OTAP)
12 $118.00 $86.14 $1,033.68
5 PMNN4504A PORTABLE RADIO
BATTERY IMPRES 2 LI-ION
UL2054 DIV2 R IP68 3400T
12 $245.21 $183.91 $2,206.92
6 NNTN8860B CHARGER, DESKTOP
SINGLE UNIT IMPRES 2,

FAST US/NA
6 $199.56 $149.67 $898.02
APX™ 8500 Fire Dept APX8500 Dual
Band
7 M37TSS9PW1CN APX8500 ALL BAND MP
MOBILE
27 $6,558.00 $4,787.34 $129,258.18
7a GA09008AA ADD: GROUP SERVICES 27 $177.00 $129.21 $3,488.67 7b GA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
27 $0.00 $0.00 $0.00
7c GA00318AF ENH: 5 YEAR ESSENTIAL
SVC
27 $480.00 $480.00 $12,960.00
7d G996AS SOFTWARE LICENSE ENH:

OVER THE AIR

PROVISIONING
27 $118.00 $86.14 $2,325.78
7e GA00250AA ADD: GNSS/BT-WIFI THRU
MNT ANT, 17FT LOW LOSS
PFP-100A/240, QMA
27 $118.00 $86.14 $2,325.78
7f GA00580AA ADD: TDMA OPERATION 27 $530.00 $386.90 $10,446.30 7g GA01513AB ADD: ALL BAND MOBILE
ANTENNA (7/8/V/U)
27 $112.00 $81.76 $2,207.52
7h G51AT SOFTWARE LICENSE
ENH:SMARTZONE
27 $1,766.00 $1,289.18 $34,807.86
7i GA05509AA DEL: DELETE UHF BAND 27 -$800.00 -$584.00 -$15,768.00 7j GA09001AA ADD: WI-FI CAPABILITY 27 $353.00 $257.69 $6,957.63 QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 56 Packet Pg. 71 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 7k G298AS SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
27 $871.00 $635.83 $17,167.41
7l B18CR ADD: AUXILIARY SPKR 7.5

WATT APX
27 $71.00 $51.83 $1,399.41
7m G843AH ADD: AES ENCRYPTION

AND ADP
27 $560.00 $408.80 $11,037.60
7n G444AH ADD: APX CONTROL HEAD

SOFTWARE
27 $0.00 $0.00 $0.00
7o G67EH ADD: REMOTE MOUNT E5
MP
27 $350.00 $255.50 $6,898.50
7p GA01517AA DEL: NO J600 ADAPTER

CABLE NEEDED
27 $0.00 $0.00 $0.00
7q G806BL SOFTWARE LICENSE ENH:

ASTRO DIGITAL CAI OP
APX
27 $607.00 $443.11 $11,963.97
7r GA01670AA ADD: APX E5 CONTROL
HEAD
27 $767.00 $559.91 $15,117.57
7s W22BA ADD: STD PALM

MICROPHONE APX
27 $85.00 $62.05 $1,675.35
7t QA09113AB ADD: BASELINE RELEASE
SW
27 $0.00 $0.00 $0.00
7u GA01630AA ADD: SMARTCONNECT 27 $0.00 $0.00 $0.00
7v G361AH SOFTWARE LICENSE ENH:

P25 TRUNKING SOFTWARE
APX
27 $353.00 $257.69 $6,957.63
APX™ 8500 Rangers APX8500 Dual
Band
8 M37TSS9PW1CN APX8500 ALL BAND MP
MOBILE
5 $6,558.00 $4,787.34 $23,936.70
8a GA09008AA ADD: GROUP SERVICES 5 $177.00 $129.21 $646.05 8b GA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
5 $0.00 $0.00 $0.00
8c GA00318AF ENH: 5 YEAR ESSENTIAL
SVC
5 $480.00 $480.00 $2,400.00
8d G996AS SOFTWARE LICENSE ENH:

OVER THE AIR

PROVISIONING
5 $118.00 $86.14 $430.70
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 57 Packet Pg. 72 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 8e GA00250AA ADD: GNSS/BT-WIFI THRU
MNT ANT, 17FT LOW LOSS
PFP-100A/240, QMA
5 $118.00 $86.14 $430.70
8f GA00580AA ADD: TDMA OPERATION 5 $530.00 $386.90 $1,934.50 8g GA01513AB ADD: ALL BAND MOBILE
ANTENNA (7/8/V/U)
5 $112.00 $81.76 $408.80
8h G51AT SOFTWARE LICENSE
ENH:SMARTZONE
5 $1,766.00 $1,289.18 $6,445.90
8i GA05509AA DEL: DELETE UHF BAND 5 -$800.00 -$584.00 -$2,920.00 8j GA09001AA ADD: WI-FI CAPABILITY 5 $353.00 $257.69 $1,288.45 8k G298AS SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
5 $871.00 $635.83 $3,179.15
8l B18CR ADD: AUXILIARY SPKR 7.5

WATT APX
5 $71.00 $51.83 $259.15
8m G444AH ADD: APX CONTROL HEAD

SOFTWARE
5 $0.00 $0.00 $0.00
8n G67EH ADD: REMOTE MOUNT E5
MP
5 $350.00 $255.50 $1,277.50
8o GA01517AA DEL: NO J600 ADAPTER

CABLE NEEDED
5 $0.00 $0.00 $0.00
8p G806BL SOFTWARE LICENSE ENH:

ASTRO DIGITAL CAI OP
APX
5 $607.00 $443.11 $2,215.55
8q GA01670AA ADD: APX E5 CONTROL
HEAD
5 $767.00 $559.91 $2,799.55
8r W22BA ADD: STD PALM

MICROPHONE APX
5 $85.00 $62.05 $310.25
8s QA09113AB ADD: BASELINE RELEASE
SW
5 $0.00 $0.00 $0.00
8t GA01630AA ADD: SMARTCONNECT 5 $0.00 $0.00 $0.00
8u G193AK ADD: ADP ONLY (NON-P25

CAP COMPLIANT) (US
ONLY)
5 $0.00 $0.00 $0.00
8v G361AH SOFTWARE LICENSE ENH:

P25 TRUNKING SOFTWARE
APX
5 $353.00 $257.69 $1,288.45
APX™ 8500 Fire Dept APX8500 Tri
Band
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 58 Packet Pg. 73 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 9 M37TSS9PW1CN APX8500 ALL BAND MP
MOBILE
6 $6,558.00 $4,787.34 $28,724.04
9a GA09008AA ADD: GROUP SERVICES 6 $177.00 $129.21 $775.26 9b GA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
6 $0.00 $0.00 $0.00
9c GA00318AF ENH: 5 YEAR ESSENTIAL
SVC
6 $480.00 $480.00 $2,880.00
9d G996AS SOFTWARE LICENSE ENH:

OVER THE AIR

PROVISIONING
6 $118.00 $86.14 $516.84
9e GA00250AA ADD: GNSS/BT-WIFI THRU
MNT ANT, 17FT LOW LOSS
PFP-100A/240, QMA
6 $118.00 $86.14 $516.84
9f GA00580AA ADD: TDMA OPERATION 6 $530.00 $386.90 $2,321.40 9g GA01513AB ADD: ALL BAND MOBILE
ANTENNA (7/8/V/U)
6 $112.00 $81.76 $490.56
9h G51AT SOFTWARE LICENSE
ENH:SMARTZONE
6 $1,766.00 $1,289.18 $7,735.08
9i GA09001AA ADD: WI-FI CAPABILITY 6 $353.00 $257.69 $1,546.14 9j G298AS SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
6 $871.00 $635.83 $3,814.98
9k B18CR ADD: AUXILIARY SPKR 7.5

WATT APX
6 $71.00 $51.83 $310.98
9l G843AH ADD: AES ENCRYPTION

AND ADP
6 $560.00 $408.80 $2,452.80
9m G444AH ADD: APX CONTROL HEAD

SOFTWARE
6 $0.00 $0.00 $0.00
9n G67EH ADD: REMOTE MOUNT E5
MP
6 $350.00 $255.50 $1,533.00
9o GA01517AA DEL: NO J600 ADAPTER

CABLE NEEDED
6 $0.00 $0.00 $0.00
9p G806BL SOFTWARE LICENSE ENH:

ASTRO DIGITAL CAI OP
APX
6 $607.00 $443.11 $2,658.66
9q GA01670AA ADD: APX E5 CONTROL
HEAD
6 $767.00 $559.91 $3,359.46
9r W22BA ADD: STD PALM

MICROPHONE APX
6 $85.00 $62.05 $372.30
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 59 Packet Pg. 74 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 9s QA09113AB ADD: BASELINE RELEASE
SW
6 $0.00 $0.00 $0.00
9t GA01630AA ADD: SMARTCONNECT 6 $0.00 $0.00 $0.00
9u G361AH SOFTWARE LICENSE ENH:

P25 TRUNKING SOFTWARE
APX
6 $353.00 $257.69 $1,546.14
APX™ 8500 OES APX8500 Tri Band
10 M37TSS9PW1CN APX8500 ALL BAND MP
MOBILE
9 $6,558.00 $4,787.34 $43,086.06
10a GA09008AA ADD: GROUP SERVICES 9 $177.00 $129.21 $1,162.89 10b GA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
9 $0.00 $0.00 $0.00
10c GA00318AF ENH: 5 YEAR ESSENTIAL
SVC
9 $480.00 $480.00 $4,320.00
10d G996AS SOFTWARE LICENSE ENH:

OVER THE AIR

PROVISIONING
9 $118.00 $86.14 $775.26
10e GA00250AA ADD: GNSS/BT-WIFI THRU
MNT ANT, 17FT LOW LOSS
PFP-100A/240, QMA
9 $118.00 $86.14 $775.26
10f GA00580AA ADD: TDMA OPERATION 9 $530.00 $386.90 $3,482.10 10g GA01513AB ADD: ALL BAND MOBILE
ANTENNA (7/8/V/U)
9 $112.00 $81.76 $735.84
10h G51AT SOFTWARE LICENSE
ENH:SMARTZONE
9 $1,766.00 $1,289.18 $11,602.62
10i GA09001AA ADD: WI-FI CAPABILITY 9 $353.00 $257.69 $2,319.21 10j G298AS SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
9 $871.00 $635.83 $5,722.47
10k B18CR ADD: AUXILIARY SPKR 7.5

WATT APX
9 $71.00 $51.83 $466.47
10l G843AH ADD: AES ENCRYPTION

AND ADP
9 $560.00 $408.80 $3,679.20
10m G444AH ADD: APX CONTROL HEAD

SOFTWARE
9 $0.00 $0.00 $0.00
10n G67EH ADD: REMOTE MOUNT E5
MP
9 $350.00 $255.50 $2,299.50
10o GA01517AA DEL: NO J600 ADAPTER

CABLE NEEDED
9 $0.00 $0.00 $0.00
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 60 Packet Pg. 75 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 10p G806BL SOFTWARE LICENSE ENH:

ASTRO DIGITAL CAI OP
APX
9 $607.00 $443.11 $3,987.99
10q GA01670AA ADD: APX E5 CONTROL
HEAD
9 $767.00 $559.91 $5,039.19
10r W22BA ADD: STD PALM

MICROPHONE APX
9 $85.00 $62.05 $558.45
10s QA09113AB ADD: BASELINE RELEASE
SW
9 $0.00 $0.00 $0.00
10t GA01630AA ADD: SMARTCONNECT 9 $0.00 $0.00 $0.00
10u G361AH SOFTWARE LICENSE ENH:

P25 TRUNKING SOFTWARE
APX
9 $353.00 $257.69 $2,319.21
APX™ 4500 Enhanced Fire Dept APX4500 7 800
11 M22URS9PW1BN MOBILE RADIO APX4500
ENHANCED 7/800 MHZ
8 $2,356.00 $1,719.88 $13,759.04
11a GA00250AA ADD: GNSS/BT-WIFI THRU
MNT ANT, 17FT LOW LOSS
PFP-100A/240, QMA
8 $118.00 $86.14 $689.12
11b G66BF ADD: DASH MOUNT O2
APXM
8 $148.00 $108.04 $864.32
11c QA02812AE ADD: P25 9600 TRUNKING

W/ INTEROPERABILITY
8 $2,436.00 $1,778.28 $14,226.24
11d B18CR ADD: AUXILIARY SPKR 7.5

WATT APX
8 $71.00 $51.83 $414.64
11e GA00804AA ADD: APX O2 CH (GREY) 8 $579.00 $422.67 $3,381.36 11f G444AH ADD: APX CONTROL HEAD

SOFTWARE
8 $0.00 $0.00 $0.00
11g G335AW ADD: ANT 1/4 WAVE
762-870MHZ
8 $16.00 $11.68 $93.44
11h W22BA ADD: STD PALM

MICROPHONE APX
8 $85.00 $62.05 $496.40
11i QA09113AB ADD: BASELINE RELEASE
SW
8 $0.00 $0.00 $0.00
11j GA00318AC ENH: 5 YEAR ESSENTIAL
SVC
8 $360.00 $360.00 $2,880.00
11k GA09008AA ADD: GROUP SERVICES 8 $177.00 $129.21 $1,033.68 11l G996AS SOFTWARE LICENSE ENH:

OVER THE AIR

PROVISIONING
8 $118.00 $86.14 $689.12
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 61 Packet Pg. 76 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 11m GA00580AA ADD: TDMA OPERATION 8 $530.00 $386.90 $3,095.20 11n GA01576AB ADD: SMA TO QMA

ADAPTER
8 $22.00 $16.06 $128.48
11o G843AH ADD: AES ENCRYPTION

AND ADP
8 $560.00 $408.80 $3,270.40
11p G298AS SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
8 $871.00 $635.83 $5,086.64
APX™ 4500 Enhanced Utilities APX4500 7800
12 M22URS9PW1BN MOBILE RADIO APX4500
ENHANCED 7/800 MHZ
73 $2,356.00 $1,719.88 $125,551.24
12a GA00250AA ADD: GNSS/BT-WIFI THRU
MNT ANT, 17FT LOW LOSS
PFP-100A/240, QMA
73 $118.00 $86.14 $6,288.22
12b G66BF ADD: DASH MOUNT O2
APXM
73 $148.00 $108.04 $7,886.92
12c QA02812AE ADD: P25 9600 TRUNKING

W/ INTEROPERABILITY
73 $2,436.00 $1,778.28 $129,814.44
12d B18CR ADD: AUXILIARY SPKR 7.5

WATT APX
73 $71.00 $51.83 $3,783.59
12e GA00804AA ADD: APX O2 CH (GREY) 73 $579.00 $422.67 $30,854.91 12f G444AH ADD: APX CONTROL HEAD

SOFTWARE
73 $0.00 $0.00 $0.00
12g G335AW ADD: ANT 1/4 WAVE
762-870MHZ
73 $16.00 $11.68 $852.64
12h W22BA ADD: STD PALM

MICROPHONE APX
73 $85.00 $62.05 $4,529.65
12i QA09113AB ADD: BASELINE RELEASE
SW
73 $0.00 $0.00 $0.00
12j GA00318AC ENH: 5 YEAR ESSENTIAL
SVC
73 $360.00 $360.00 $26,280.00
12k GA09008AA ADD: GROUP SERVICES 73 $177.00 $129.21 $9,432.33 12l G996AS SOFTWARE LICENSE ENH:

OVER THE AIR

PROVISIONING
73 $118.00 $86.14 $6,288.22
12m GA00580AA ADD: TDMA OPERATION 73 $530.00 $386.90 $28,243.70 12n GA09001AA ADD: WI-FI CAPABILITY 73 $353.00 $257.69 $18,811.37 12o G843AH ADD: AES ENCRYPTION

AND ADP
73 $560.00 $408.80 $29,842.40
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 62 Packet Pg. 77 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 12p G298AS SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
73 $871.00 $635.83 $46,415.59
APX™ NEXT Fire Dept APX Next Tri
Band
13 H55TGT9PW8AN PORTABLE RADIO APX
NEXT; ALL-BAND MODEL

4.5 5 $8,818.00 $6,437.14 $32,185.70
13a H499KC ENH: SUBMERSIBLE
(DELTA T)
5 $177.00 $129.21 $646.05
13b H38DA ADD: SMARTZONE

OPERATION
5 $1,412.00 $1,030.76 $5,153.80
13c Q806CH ADD: ASTRO DIGITAL CAI

OPERATION
5 $607.00 $443.11 $2,215.55
13d QA09028AA ADD: VIQI VC RADIO

OPERATION
5 $0.00 $0.00 $0.00
13e QA00580BA ADD: TDMA OPERATION 5 $530.00 $386.90 $1,934.50 13f QA09001AM ADD: WIFI CAPABILITY 5 $353.00 $257.69 $1,288.45 13g QA09113AA ADD: BASELINE RELEASE
SW
5 $0.00 $0.00 $0.00
13h Q361CD ADD: P25 9600 BAUD

TRUNKING
5 $353.00 $257.69 $1,288.45
13i Q629BD SOFTWARE LICENSE ENH:

AES ENCRYPTION AND
ADP
5 $560.00 $408.80 $2,044.00
13j QA09017AA ADD: LTE WITH ACTIVE

SERVICE AT&T US
5 $0.00 $0.00 $0.00
13k QA09030AB ADD: MOTOROLA APX
HOSTED RADIOCENTRAL*
5 $0.00 $0.00 $0.00
13l Q498BN SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
5 $871.00 $635.83 $3,179.15
13m G996AP ADD: PROGRAMMING
OVER P25 (OTAP)
5 $118.00 $86.14 $430.70
13n Q173CA ADD: SMARTZONE

OMNILINK
5 $0.00 $0.00 $0.00
14 LSV01S03446A APX NEXT DMS ESSENTIAL 5 5 YEARS $384.60 $384.60 $1,923.00 15 LSV01S03082A RADIOCENTRAL

PROGRAMMING
5 5 YEARS $160.20 $160.20 $801.00
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 63 Packet Pg. 78 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 16 PSV01S02940A SMARTMAPPING

ENABLEMENT
1 $0.00 $0.00 $0.00
17 SSV01S01407A SMARTPROGRAMMING 5 5 YEARS $375.00 $375.00 $1,875.00 18 SSV01S01406A APX NEXT

SMARTCONNECT

SUBSCRIPTION
5 5 YEARS $375.00 $375.00 $1,875.00
19 SSV01S01476A SMARTLOCATE 5 5 YEARS $375.00 $375.00 $1,875.00 20 SSV01S01907A SMARTMAPPING 5 5 YEARS $375.00 $375.00 $1,875.00 21 NNTN9216A PORTABLE RADIO
BATTERY IMPRES 2 LI-ION
IP68 4400T
7 $248.05 $186.04 $1,302.28
22 NNTN9199A CHARGER, DESKTOP
SINGLE UNIT IMPRES 2

FAST, US/NA
7 $181.43 $136.07 $952.49
23 PMMN4136B XVP830 REMOTE SPEAKER

MICROPHONE, NO

CHANNEL KNOB
7 $520.00 $415.95 $2,911.65
24 PSV03S02465A APX DMS PROVISIONING
PD3*
1 $0.00 $0.00 $0.00
25 PSV01S02944A PROVISIONING SUPPORT 1 $0.00 $0.00 $0.00 APX™ 8000 Series Rangers APX8000 Dual
Band
26 H91TGD9PW7AN PORTABLE RADIO APX
8000 ALL BAND MODEL 3.5
11 $8,651.00 $6,315.23 $69,467.53
26a Q806CB ADD: ASTRO DIGITAL CAI

OPERATION
11 $607.00 $443.11 $4,874.21
26b Q361AN ADD: P25 9600 BAUD

TRUNKING
11 $353.00 $257.69 $2,834.59
26c H38BS ADD: SMARTZONE

OPERATION
11 $1,766.00 $1,289.18 $14,180.98
26d QA09113AB ADD: BASELINE RELEASE
SW
11 $0.00 $0.00 $0.00
26e Q629AH SOFTWARE LICENSE ENH:

AES ENCRYPTION AND
ADP
11 $560.00 $408.80 $4,496.80
26f QA05509AA DEL: DELETE UHF BAND 11 -$800.00 -$584.00 -$6,424.00 26g QA00580AA ADD: TDMA OPERATION 11 $530.00 $386.90 $4,255.90 26h QA09008AA ADD: GROUP SERVICES 11 $177.00 $129.21 $1,421.31 QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 64 Packet Pg. 79 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 26i QA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
11 $0.00 $0.00 $0.00
26j QA09001AB ADD: WIFI CAPABILITY 11 $353.00 $257.69 $2,834.59 26k Q498AU SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
11 $871.00 $635.83 $6,994.13
26l QA07682AA ADD: SMARTCONNECT 11 $0.00 $0.00 $0.00
26m G996AP ADD: PROGRAMMING
OVER P25 (OTAP)
11 $118.00 $86.14 $947.54
26n Q887AU ADD: 5Y ESSENTIAL

SERVICE
11 $306.00 $306.00 $3,366.00
27 PMNN4486A PORTABLE RADIO
BATTERY IMPRES 2 LI-ION
R IP68 3400T
14 $207.10 $155.33 $2,174.62
28 NNTN8860B CHARGER, DESKTOP
SINGLE UNIT IMPRES 2,

FAST US/NA
6 $199.56 $149.67 $898.02
29 PMMN4099DL AUDIO ACCESSORYREMOTE SPEAKER

MICROPHONE,AUDIO

ACCESSORY-REMOTE

SPEAKER
MICROPHONE,IP68

REMOTE SPEAKER
MICROPHONE,3.5MM,UL
11 $152.54 $122.02 $1,342.22
APX™ 8500 OES APX8500 UHF Band
30 M37TSS9PW1CN APX8500 ALL BAND MP
MOBILE
8 $6,558.00 $4,787.34 $38,298.72
30a GA09008AA ADD: GROUP SERVICES 8 $177.00 $129.21 $1,033.68 30b GA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
8 $0.00 $0.00 $0.00
30c GA00318AF ENH: 5 YEAR ESSENTIAL
SVC
8 $480.00 $480.00 $3,840.00
30d G996AS SOFTWARE LICENSE ENH:

OVER THE AIR

PROVISIONING
8 $118.00 $86.14 $689.12
30e GA00250AA ADD: GNSS/BT-WIFI THRU
MNT ANT, 17FT LOW LOSS
PFP-100A/240, QMA
8 $118.00 $86.14 $689.12
30f GA00580AA ADD: TDMA OPERATION 8 $530.00 $386.90 $3,095.20 QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 65 Packet Pg. 80 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 30g GA01513AB ADD: ALL BAND MOBILE
ANTENNA (7/8/V/U)
8 $112.00 $81.76 $654.08
30h G51AT SOFTWARE LICENSE
ENH:SMARTZONE
8 $1,766.00 $1,289.18 $10,313.44
30i GA05507AA DEL: DELETE 7/800MHZ
BAND
8 -$800.00 -$584.00 -$4,672.00
30j GA05509AA DEL: DELETE UHF BAND 8 -$800.00 -$584.00 -$4,672.00 30k GA09001AA ADD: WI-FI CAPABILITY 8 $353.00 $257.69 $2,061.52 30l G298AS SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
8 $871.00 $635.83 $5,086.64
30m B18CR ADD: AUXILIARY SPKR 7.5

WATT APX
8 $71.00 $51.83 $414.64
30n G843AH ADD: AES ENCRYPTION

AND ADP
8 $560.00 $408.80 $3,270.40
30o G444AH ADD: APX CONTROL HEAD

SOFTWARE
8 $0.00 $0.00 $0.00
30p G67EH ADD: REMOTE MOUNT E5
MP
8 $350.00 $255.50 $2,044.00
30q GA01517AA DEL: NO J600 ADAPTER

CABLE NEEDED
8 $0.00 $0.00 $0.00
30r G806BL SOFTWARE LICENSE ENH:

ASTRO DIGITAL CAI OP
APX
8 $607.00 $443.11 $3,544.88
30s GA01670AA ADD: APX E5 CONTROL
HEAD
8 $767.00 $559.91 $4,479.28
30t W22BA ADD: STD PALM

MICROPHONE APX
8 $85.00 $62.05 $496.40
30u QA09113AB ADD: BASELINE RELEASE
SW
8 $0.00 $0.00 $0.00
30v GA01630AA ADD: SMARTCONNECT 8 $0.00 $0.00 $0.00
30w G361AH SOFTWARE LICENSE ENH:

P25 TRUNKING SOFTWARE
APX
8 $353.00 $257.69 $2,061.52
31 HAF4016A MOBILE ANTENNA, ROOF
MOUNT, 1/4 WAVE,
762-870 MHZ
8 $31.00 $24.80 $198.40
APX™ 8500 OES APX8500 VHF Band
32 M37TSS9PW1CN APX8500 ALL BAND MP
MOBILE
8 $6,558.00 $4,787.34 $38,298.72
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 66 Packet Pg. 81 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 32a GA09008AA ADD: GROUP SERVICES 8 $177.00 $129.21 $1,033.68 32b GA09007AA ADD: OUT OF THE BOX

WIFI PROVISIONING
8 $0.00 $0.00 $0.00
32c GA00318AF ENH: 5 YEAR ESSENTIAL
SVC
8 $480.00 $480.00 $3,840.00
32d G996AS SOFTWARE LICENSE ENH:

OVER THE AIR

PROVISIONING
8 $118.00 $86.14 $689.12
32e GA00250AA ADD: GNSS/BT-WIFI THRU
MNT ANT, 17FT LOW LOSS
PFP-100A/240, QMA
8 $118.00 $86.14 $689.12
32f GA00580AA ADD: TDMA OPERATION 8 $530.00 $386.90 $3,095.20 32g GA01513AB ADD: ALL BAND MOBILE
ANTENNA (7/8/V/U)
8 $112.00 $81.76 $654.08
32h G51AT SOFTWARE LICENSE
ENH:SMARTZONE
8 $1,766.00 $1,289.18 $10,313.44
32i GA05507AA DEL: DELETE 7/800MHZ
BAND
8 -$800.00 -$584.00 -$4,672.00
32j GA05509AA DEL: DELETE UHF BAND 8 -$800.00 -$584.00 -$4,672.00 32k GA09001AA ADD: WI-FI CAPABILITY 8 $353.00 $257.69 $2,061.52 32l G298AS SOFTWARE LICENSE ENH:

ASTRO 25 OTAR W/

MULTIKEY
8 $871.00 $635.83 $5,086.64
32m B18CR ADD: AUXILIARY SPKR 7.5

WATT APX
8 $71.00 $51.83 $414.64
32n G444AH ADD: APX CONTROL HEAD

SOFTWARE
8 $0.00 $0.00 $0.00
32o G67EH ADD: REMOTE MOUNT E5
MP
8 $350.00 $255.50 $2,044.00
32p GA01517AA DEL: NO J600 ADAPTER

CABLE NEEDED
8 $0.00 $0.00 $0.00
32q G806BL SOFTWARE LICENSE ENH:

ASTRO DIGITAL CAI OP
APX
8 $607.00 $443.11 $3,544.88
32r GA01670AA ADD: APX E5 CONTROL
HEAD
8 $767.00 $559.91 $4,479.28
32s W22BA ADD: STD PALM

MICROPHONE APX
8 $85.00 $62.05 $496.40
32t QA09113AB ADD: BASELINE RELEASE
SW
8 $0.00 $0.00 $0.00
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 67 Packet Pg. 82 of 1140
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 32u GA01630AA ADD: SMARTCONNECT 8 $0.00 $0.00 $0.00
32v G193AK ADD: ADP ONLY (NON-P25

CAP COMPLIANT) (US
ONLY)
8 $0.00 $0.00 $0.00
32w G361AH SOFTWARE LICENSE ENH:

P25 TRUNKING SOFTWARE
APX
8 $353.00 $257.69 $2,061.52
33 HAF4016A MOBILE ANTENNA, ROOF
MOUNT, 1/4 WAVE,
762-870 MHZ
8 $31.00 $24.80 $198.40
34 PMMN4154B XVE500 DIV 1 REMOTE

SPEAKER MIC, HIGH

IMPACT GREEN WITH

KNOB, UL
87 $800.00 $639.92 $55,673.04
35 H1919A MOBILE RADIO

MULTIPLEXER QMA
47 $294.00 $214.62 $10,087.14
36 HAF4016A MOBILE ANTENNA, ROOF
MOUNT, 1/4 WAVE,
762-870 MHZ
47 $31.00 $24.80 $1,165.60
37 HAD4021A MOBILE ANTENNA,
WIDEBAND, 136-174 MHZ
47 $69.34 $55.47 $2,607.09
38 HAE6016A MOBILE ANTENNA, LOW
PROFILE, 450-512 MHZ
15 $118.00 $94.39 $1,415.85
39 NNTN7616D CHARGER, VEHICULAR
IMPRES 12VDC HARDWIRE
60 $483.04 $362.28 $21,736.80
Subtotal $2,345,267.43
Estimated Tax  $214,005.65
Grand Total $2,559,273.08(USD)
Notes:
●   The Pricing Summary is a breakdown of costs and does not reflect the frequency at which you will be invoiced. ●    Additional information is required for one or more items on the quote for an order.

Motorola's quote (Quote Number: ________________ Dated: ____________ ) is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the "Underlying Agreement") that authorizes Customer to purchase equipment and/or services or license software (collectively "Products"). If no Underlying Agreement exists between Motorola and Customer, then the following Motorola's QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 68 Packet Pg. 83 of 1140
Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products which is found at http://www.motorolasolutions.com/product-terms.

The Parties hereby enter into this Agreement as of the Effective Date.

Motorola Solutions, Inc. Customer
By: ______________________________ By: ______________________________ Name: ___________________________  Name: ____________________________ Title: ____________________________ Title: ____________________________ Date: ____________________________ Date: ____________________________ QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 69 Packet Pg. 84 of 1140
QUOTE-2970420
Palo Alto - RUA Radio Upgrades
Fire
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Exhibit A
Item 4
Attachment A - Resolution
Making Required Findings
and Approving Motorola
Lease Agreement (including
the Lease Agreement itself)
Item 4: Staff Report Pg. 70 Packet Pg. 85 of 1140
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: March 16, 2026
Report #:2508-5117
TITLE
Adoption of a Resolution Approving Edison Electric Institute Master Power Purchase and Sale Agreements with NRG Business Marketing LLC, DRW Energy Trading LLC, and Dynasty Power Inc., (collectively the “Master Agreements”), Delegating Authority to the City Manager to Transact Under the Master Agreements for Electricity-Related Commodities and Services, and Updating the City’s Standard Form Edison Electric Institute Master Power Purchase and Sale Agreement; CEQA status: not a project under CEQA Guidelines sections 15378(a)

RECOMMENDATION
Staff recommends that Council adopt a Resolution (Attachment A):
(a) Approving the Edison Electric Institute (EEI) Master Power Purchase and Sale Agreements with NRG Business Marketing LLC (NRG), DRW Energy Trading LLC (DRW), and Dynasty Power Inc. (Dynasty) (Exhibits A, B, and C to Attachment A); (b) Delegating authority to the City Manager or their designee, the Director of Utilities, to transact under the Master Agreements for electricity-related commodities and services subject to the following limitations:

1. The date for delivery of the electricity products for each transaction shall not exceed 36 months from the date the transaction is executed;

2. The delivery date for any transaction shall not extend beyond December 2027;

3. The maximum aggregate transaction limit under each Master Agreement shall be $25 million;

4. All transactions shall be subject to the Palo Alto Municipal Code;

5. All transactions shall be subject to the City’s Energy Risk Management Policies, Guidelines, and Procedures;
(c) Waiving the investment-grade credit rating requirement for NRG, DRW, and Dynasty; and (d) Approving an updated standard form version EEI Master Power Purchase and Sale Agreement (Exhibit D to Attachment A).

Item 5
Item 5 Staff Report
Item 5: Staff Report Pg. 1 Packet Pg. 86 of 1140

EXECUTIVE SUMMARY
An active set of financially sound counterparties is essential to ensure that the City can continue to meet its electric supply portfolio planning objectives, internal risk management controls, and external operational and regulatory requirements. Approval of the recommended Master Agreements with NRG, DRW, and Dynasty will provide the City with three additional electricity suppliers with which to transact in a timely and competitive manner, ensuring that the City’s objectives are met efficiently. Executing the Master Agreements does not automatically commit the City to any transactions with these suppliers, but it allows for transactions to be executed efficiently in the future. The recommended Master Agreements were negotiated under terms and conditions acceptable to the City and have been reviewed and approved by the City Attorney’s Office and the City’s Utilities and Administrative Services Department (ASD) risk management.

Utilities and ASD risk management also recommend waiving the investment-grade credit rating requirement for NRG, DRW, and Dynasty (the latter two of which are privately-held companies and thus lack credit ratings), given the companies’ strong balance sheets, positive financial outlooks, and the limited number of active counterparties the City currently has for its electric portfolio. Additionally, all counterparties will be required to post cash or a letter of credit as collateral to mitigate the City’s credit exposure, within 5 business days of the award of a transaction. Finally, minor changes are also recommended to the City’s standard form EEI master agreement to better align the City’s language regarding one-way termination with current industry standards.

BACKGROUND
Palo Alto Municipal Code (PAMC) Section 2.30.340 (Contracts for Wholesale Utility Commodities) allows for the use of master agreements such as the EEI Master Agreement to buy and/or sell electricity, gas, and related services through various preapproved (“enabled”) suppliers.

Contracts or transactions executed under the Council-approved master agreements must be done in accordance with the City’s Energy Risk Management Policy, Guidelines, and Procedures.

Historically, the process for entering into master agreements with wholesale utility suppliers has been to: issue a request for proposals (RFP); select multiple suppliers; negotiate terms and conditions with the potential suppliers; and seek Council approval of and authority to transact under the Master Agreements. This process took upwards of one year, and resulted in the execution of nine electric master agreements, which were all approved by Council in March 2013 (Resolution 93241).
1 Resolution 9324: RESO 9324 -
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=53606&dbid=0&repo=PaloAlto Item 5
Item 5 Staff Report
Item 5: Staff Report Pg. 2 Packet Pg. 87 of 1140
In August 2016, the Council streamlined this process, approving Ordinance No 53873, which modified the Municipal Code to explicitly allow for the use of Council-approved standard form master agreements. The ordinance modified PAMC Section 2.30.140, clarifying the process to enable new suppliers by specifically allowing the use of a standard form agreement that contains the City’s minimum contract terms and conditions. Negotiations could then be carried out with qualified suppliers on an ongoing basis without the need to issue successive formal requests for proposals, which also streamlined the contract negotiations by addressing the City’s requirements in the supplied master agreement forms. Under this process, any proposed amendments or deviations to the standard form master agreements with specific suppliers remain subject to Council approval before the master agreement may be executed or any transactions may be completed under it.

In December 2016 Council approved a standard form electric master agreement (Resolution 96524), based on the year 2000 version of the EEI Master Power Purchase and Sale Agreement.

This standard form agreement has been made available on the City’s website to any wholesale utility supplier since that time, and in 2024 the City utilized this process to execute a new EEI master agreement with Silicon Valley Clean Energy (Resolution 101535). As a result, the City now has executed electric master agreements with the following suppliers:

1. BP Energy Company

2. Cargill Power Markets, LLC

3. Constellation Energy Generation, LLC (formerly Exelon Generation Company, LLC)

4. Avangrid Renewables, LLC (formerly Iberdrola Renewables, LLC)

5. NextEra Energy Marketing, LLC

6. PacifiCorp

7. Powerex Corp.

8. Shell Energy North America (US), L.P.

9. Turlock Irrigation District

10. Silicon Valley Clean Energy

ANALYSIS
In 2024 Palo Alto Utilities staff reached out to several suppliers, including NRG (formerly Direct Energy Business Marketing, LLC), DRW, and Dynasty about the possibility of entering into electric master agreements with the City. Over the past several years the City has entered into several resource adequacy capacity purchase and sale agreements with NRG via the Western Systems Power Pool (WSPP) agreement. NRG is a large North American energy trading and marketing 3 Ordinance 5387: 2016-08-29 Ordinance 5387 -
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=47269&dbid=0&repo=PaloAlto 4 Resolution 9652: RESO 9652 -
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=54485&dbid=0&repo=PaloAlto 5 Resolution 10153: RESO 10153 -
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=62011&dbid=0&repo=PaloAlto Item 5
Item 5 Staff Report
Item 5: Staff Report Pg. 3 Packet Pg. 88 of 1140
company that operates in electricity, natural gas, and clean energy products. Its parent company, NRG Energy, Inc., has a portfolio of over 24,000 MW of generation capacity and annual revenues of over $28 billion. Staff are also familiar with DRW’s and Dynasty’s key personnel from when they worked for one of the City’s other electricity suppliers. DRW is a privately-held trading firm based in Chicago, while Dynasty is a privately-held trading firm based in Calgary and Houston. All three companies are highly active in California’s electricity markets, and are currently enabled with 40+ counterparties in the state.

Over the course of 2024 and 2025 Utilities staff worked with the City Attorney’s Office to negotiate master agreement language with staff and attorneys from NRG, DRW, and Dynasty.

The resulting agreements (Exhibits A, B, and C to Attachment A) meet the City’s “must-have” contract provisions9, have been approved as to form by the City Attorney’s Office, and have also been approved by the City’s Utilities and ASD risk management.

Consistent with the City’s other electric master agreements, Utilities and ASD risk management recommend that transactions executed under the master agreements with NRG, DRW, and Dynasty be subject to the following limitations:
a. The date for delivery of the electricity products for each transaction shall not exceed 36 months from the date the transaction is executed; b. The delivery date for any transaction shall not extend beyond December 2027; c. The maximum aggregate transaction limit under each Master Agreement shall be $25 million;
d. All transactions shall be subject to the Palo Alto Municipal Code; and In addition, all transactions shall be subject to the City’s Energy Risk Management Policies, Guidelines, and Procedures. Staff will seek Council approval prior to execution of any transaction outside of the above limitations.

Investment-Grade Credit Rating Waiver
NRG Energy, Inc. currently has an issuer credit rating of BB/Stable and a rating of BBB- on its senior secured debt from S&P Global Ratings. Utilities and ASD risk management recommend waiving the investment-grade credit rating requirement for NRG, given the company’s strong balance sheet, positive ratings outlook, the limited number of active counterparties the City currently has for its electric portfolio, and the relatively low financial exposure and short-term nature of these transactions. The City has waived the investment-grade credit rating requirement with other suppliers in the past due to similar circumstances. 9 PAMC Section 2.30.340(c) requires that utilities contracts incorporate the following contract terms and conditions: (1) governing law shall be the laws of the State of California; (2) choice of venue shall be the County of Santa Clara; and (3) a counterparty shall obtain and maintain during the term of the contract the minimum credit rating established as of the date of award of contract of not less than a BBB- credit rating established by Standard & Poor’s and a Baa3 credit rating established by Moody’s Investors Services.

Item 5
Item 5 Staff Report
Item 5: Staff Report Pg. 4 Packet Pg. 89 of 1140
And while DRW and Dynasty are smaller, privately-held trading firms, they have both shared demonstrated their financial strength by providing financial data for staff’s analysis. Staff utilized a tool from Moody’s Analytics to assess these reports, which indicated that their balance sheets equate to implied ratings of Aa3 for Dynasty and Ba1 for DRW. (The Moody’s Analytics report for NRG also assigned it an implied rating of Aa3.) In addition, all proposed counterparties will be required to post collateral in the form of cash or a letter of credit from an A+ rated bank, within five (5) business days of the award of a transaction. Upon completion of each transaction, the collateral amount may be adjusted to reflect the value of outstanding transactions. The collateral posting shall serve as the primary mechanism to mitigate the City’s credit exposure. The provision of such collateral justifies the waiver of the City’s investment-grade credit rating requirement for the proposed counterparties. Finally, ASD risk management will continuously monitor the financial strength of all of these counterparties, and may impose trading limitations (such as total transaction volume or contract term) on them based on this assessment.

Standard Form EEI Master Agreement Updates
Finally, minor changes are also recommended to the City’s standard form EEI master agreement to align the City’s language regarding one-way termination with current industry standards. In recent years, staff has found that fewer of its long-standing counterparties are responding to our solicitations for short-term electricity purchases and sales. Based on conversations with several of these suppliers, it appears that one potential reason for this pullback from suppliers could be that the termination provisions in the City’s master agreements may be too broadly written in favor of the City.

For many years, one of the City’s required provisions in its master agreements is the use of “oneway termination.” Under one-way termination, if one of the City’s counterparties defaults on its master agreement, the City cannot be required to make a “termination payment” to the defaulting counterparty based on the current market value of the outstanding transactions the City has executed with that counterparty. Based on numerous discussions with large suppliers, it has become clear that “two-way termination” – where the defaulting counterparty is permitted to receive a termination payment – is now the industry standard, and that many banks are no longer willing to finance transactions that involve one-way termination language.

The recommended updates to the City’s standard form EEI Master Agreement (Exhibit D to Attachment A) clarify the City’s termination provisions in a way that maintains the principle of one-way termination, while hopefully making the City’s contract language more palatable to suppliers and their financial backers. The revised language clarifies that while the City will not make any punitive or remedial termination payments to a defaulting counterparty that are based on the market value of undelivered energy products that the two parties have contracted for, the City will still pay for any energy products that have already been delivered at the time of the default (assuming no other dispute).

Item 5
Item 5 Staff Report
Item 5: Staff Report Pg. 5 Packet Pg. 90 of 1140

FISCAL/RESOURCE IMPACT
Approval of the electric master agreements with NRG, DRW, Dynasty and the updates to the City’s standard form EEI Master Agreement will help ensure that the City continues to have an active set of suppliers in the future so that it can continue to competitively and efficiently meet its electric supply portfolio objectives. Further, approval of these electric master agreements do not commit the City to any transactions with these suppliers; therefore, this action will not result in any direct fiscal impact to the City. Costs and revenues associated with future transactions under the recommended master agreements will be accounted for in the annual Electric Fund budget.

STAKEHOLDER ENGAGEMENT
Throughout this process, Utilities staff has coordinated with key staff from departments involved in the negotiation and/or implementation of electric master agreements, including the Administrative Services Department and the City Attorney’s Office. The proposed changes to the City’s standard form EEI Master Agreement were also reviewed by the City’s Utilities Risk Oversight and Coordinating Committee (UROCC). On June 23, 2025, the UROCC voted to approve an update to the City’s Energy Risk Management Guidelines to make them consistent with the updated standard form EEI Master Agreement language.

ENVIRONMENTAL REVIEW
The City Council’s approval of the electric master agreements with NRG, Dynasty Power and DRW and updates to the City’s standard form version EEI Master Agreement does not meet the definition of a project under the California Environmental Quality Act (CEQA), pursuant to Public Resources Code Section 21065 and CEQA Guidelines 15378(b)(5) because this activity would not result in a reasonably foreseeable direct or indirect change in the environment.

ATTACHMENTS
Attachment A: RESO EEI Master Agreement with NRG & Master EEI Updates Attachment A: Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11-2025 clean exe Attachment A: Exhibit B - DRW EEI Master Agreement final updated Attachment A: Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 – CLEAN Attachment A: Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825
APPROVED BY:

Alan Kurotori, Director of Utilities
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Resolution No. _________
Resolution of the Council of the City of Palo Alto Approving Edison Electric Institute Master Power Purchase and Sale Agreements with NRG Business Marketing LLC, DRW Energy Trading LLC, and Dynasty Power Inc., Delegating Authority to the City Manager to Transact Under the Master Agreements for Electricity-Related Commodities and Services, and Updating the City’s Standard Form Edison Electric Institute Master Power Purchase and Sale Agreement

R E C I T A L S
A. An active set of creditworthy counterparties is essential for the City of Palo Alto (City) to meet its electric supply portfolio planning objectives, internal risk management controls, and external operational and regulatory requirements.

B. The City desires to enter into Edison Electric Institute (EEI) Master Power Purchase and Sale Agreements (Master Agreements) with NRG Business Marketing LLC (NRG), DRW Energy Trading LLC (DRW), and Dynasty Power Inc. (Dynasty) to provide additional electricity suppliers with which to transact in a timely and competitive manner.

C. The proposed Master Agreements with NRG, DRW, and Dynasty have been negotiated under terms and conditions acceptable to the City, reviewed and approved by the City Attorney’s Office, and deemed suitable by the City’s Energy Risk Manager.

D. Staff has identified that NRG does not fully satisfy the City's investment-grade credit rating requirement, but recommends a waiver of this requirement given the company's strong balance sheet, positive ratings outlook, and the limited number of active counterparties currently available to the City.

E. DRW and Dynasty are privately-held and therefore lack a credit rating, but staff recommends a waiver of the City's investment-grade credit rating requirement for them based on the strength of their financial data.

F. All three proposed counterparties will be required to post collateral in the form of cash or a letter of credit from an A+ rated bank, within five business days of the award of a transaction.

G. Palo Alto Municipal Code (PAMC) Section 2.30.340 permits the use of Master Agreements to buy and/or sell electricity, gas, and related services through preapproved suppliers, subject to the City’s Energy Risk Management Policy, Guidelines, and Procedures.

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H. Executing these Master Agreements does not commit the City to any transactions with these counterparties but allows for future transactions to be executed efficiently.

I. Staff has also identified minor updates to the City’s standard form version of the EEI Master Power Purchase and Sale Agreement that are needed to clarify the City's 'one-way termination' provisions and better align them with current industry standards, thereby making the City's contract language more acceptable to suppliers.

J. The City Council’s approval of the Master Agreements with NRG, DRW, and Dynasty, and updates to the City’s standard form version EEI Master Agreement does not constitute a project under the California Environmental Quality Act (CEQA) as it will not result in any reasonably foreseeable direct or indirect change in the environment.

The Council of the City of Palo Alto does hereby RESOLVE as follows:

SECTION 1. The Council hereby approves the execution of the Edison Electric Institute Master Power Purchase and Sale Agreement with NRG Business Marketing LLC, DRW Energy Trading LLC and Dynasty Power Inc. (Exhibits A, B and C to this Resolution).

SECTION 2. The Council hereby delegates authority to the City Manager or their designee, the Director of Utilities, to transact under the Master Agreements for electricityrelated commodities and services subject to the following limitations:
(a) The date for delivery of the electricity products for each transaction shall not exceed 36 months from the date the transaction is executed;
(b) The delivery date for any transaction shall not extend beyond December 2027; (c) The maximum aggregate transaction limit under the Master Agreement shall be $25 million;
(d) All transactions shall be subject to the Palo Alto Municipal Code; and (e) All transactions shall be subject to the City’s Energy Risk Management Policies, Guidelines, and Procedures.

SECTION 3. The Council hereby waives the investment-grade credit rating requirement for NRG, DRW, and Dynasty.

SECTION 4. The Council hereby approves an updated standard form version EEI Master Power Purchase and Sale Agreement (Exhibit D).

SECTION 5. The Council hereby authorizes the City Manager or their designee, the Director of Utilities, to take any administrative actions necessary to implement this Resolution.

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INTRODUCED AND PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:
___________________________ ___________________________ City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ___________________________ Assistant City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative Services
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Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS.

ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

Master Power
Purchase & Sale
Agreement

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Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

MASTER POWER PURCHASE AND SALES AGREEMENT

TABLE OF CONTENTS
GENERAL TERMS AND CONDITIONS ...................................................................................21 ARTICLE ONE: GENERAL DEFINITIONS .......................................................................21 ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS ......................................26

2.1 Transactions ...........................................................................................................26

2.2 Governing Terms ...................................................................................................26

2.3 Confirmation ..........................................................................................................26

2.4 Additional Confirmation Terms .............................................................................26

2.5 Recording ...............................................................................................................26 ARTICLE THREE: OBLIGATIONS AND DELIVERIES .......................................................27

3.1 Seller’s and Buyer’s Obligations ...........................................................................27

3.2 Transmission and Scheduling ................................................................................27

3.3 Force Majeure ........................................................................................................27 ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE ..........................27

4.1 Seller Failure ..........................................................................................................27

4.2 Buyer Failure .........................................................................................................27 ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES .....................................................28

5.1 Events of Default ...................................................................................................28

5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts .................................................................................................................29

5.3 Net Out of Settlement Amounts .............................................................................29

5.4 Notice of Payment of Termination Payment .........................................................29

5.5 Disputes With Respect to Termination Payment ...................................................30

5.6 Closeout Setoffs .....................................................................................................30

5.7 Suspension of Performance....................................................................................30 ARTICLE SIX: PAYMENT AND NETTING ....................................................................30

6.1 Billing Period .........................................................................................................30

6.2 Timeliness of Payment ...........................................................................................31

6.3 Disputes and Adjustments of Invoices ...................................................................31

6.4 Netting of Payments ...............................................................................................31

6.5 Payment Obligation Absent Netting ......................................................................31

6.6 Security ..................................................................................................................31

6.7 Payment for Options ..............................................................................................31

6.8 Transaction Netting ................................................................................................32 ARTICLE SEVEN: LIMITATIONS ..........................................................................................32

7.1 Limitation of Remedies, Liability and Damages ...................................................32 Item 5
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS ................................32

8.1 Party A Credit Protection .......................................................................................32

8.2 Party B Credit Protection .......................................................................................34

8.3 Grant of Security Interest/Remedies ......................................................................35 ARTICLE NINE: GOVERNMENTAL CHARGES...............................................................36

9.1 Cooperation ............................................................................................................36

9.2 Governmental Charges...........................................................................................36 ARTICLE TEN: MISCELLANEOUS ..................................................................................36

10.1 Term of Master Agreement ....................................................................................36

10.2 Representations and Warranties .............................................................................36

10.3 Title and Risk of Loss ............................................................................................38

10.4 Indemnity ...............................................................................................................38

10.5 Assignment ............................................................................................................38

10.6 Governing Law ......................................................................................................38

10.7 Notices ...................................................................................................................38

10.8 General ...................................................................................................................38

10.9 Audit ......................................................................................................................39

10.10 Forward Contract ...................................................................................................39

10.11 Confidentiality .......................................................................................................39 SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEMS ..................40 SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS .................................................43 EXHIBIT A: CONFIRMATION LETTER ..................................................................................49 Item 5
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1 MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date: September 11, 2025 (“Effective Date”). This Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement.” This Master Agreement will be formed in the style of the pre-printed Master Power Purchase and Sale Agreement, Version 2.1, as published by the Edison Electric Institute, dated April 25, 2000 as modified by the Errata, Version 1.1, published by the Edison Electric Institute, dated July 18, 2007, and such pre-printed form as so modified (other than the form cover sheet) will control to the extent of any inconsistencies with this Master Agreement executed by the Parties. If any of the terms of this cover sheet conflict with such pre-printed form as so modified, the terms of this cover sheet will govern. The Parties to this Master Agreement are the following:

Name (“NRG Business Marketing LLC” or
“Party A”)
Name (“City of Palo Alto” or “Party B”)
All Notices: All Notices:

Street: 804 Carnegie Center Street: 250 Hamilton Ave.

City: Princeton, NJ Zip: 08540 City: Palo Alto, CA Zip: 94301 Attn: Contract Administration
Phone: 609.524.4543
Facsimile: 609.524.4540
Email: [email protected]
Duns: 07-879-0103
Federal Tax ID Number: 80-0909818
Attn: Assistant Director, Utilities Resource
Management Division
Phone: 650-329-2119
Facsimile: 650-617-3140
Duns: 17-892-8479
Federal Tax ID Number: 94-6000389
Invoices:

Attn: Accounting – Physical Power
Phone: 609.524.4980
Email: [email protected]

Invoices:

Attn: Power Settlements, Northern California
Power Agency
Phone: 916-781-4224
Email: [email protected]
Scheduling:

PJM, ISONE, NYISO:

Attn: Scheduling Desk
Phone: 609.524.5484 or 4554
Facsimile: 609.524.4540
Email: [email protected]
ERCOT, CAISO and MISO:

Attn: Day Ahead Scheduling
Phone: 713.537.3710 or 3711
Facsimile: 609.524.4540
Email: [email protected]
Scheduling:

Attn: Pre-Scheduler Desk, Northern
California Power Agency
Phone: 916-781-4240
Email: [email protected]
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2 Payments:

Attn: Accounting – Physical Power
Phone: 609.524.4980
Email: [email protected]
Payments:

Attn: Accounts Payable, Northern California
Power Agency
Phone: 916-781-4237
Facsimile: 916-781-4226
Wire Transfer:

Bank Name: J.P. Morgan/Chase Manhattan
Bank ABA: 021-000021
Account Name: NRG Business Marketing
LLC
Account Number: 323-271979
Wire Transfer:

BNK: U.S. Bank - Deposit to Northern
California Power Agency, to the benefit of
City of Palo Alto
ABA: 121122676
ACCT: 1-534-0216-2744
Credit and Collections:

Attn: Sr. Director of Credit
Phone: 732-781-0506
Facsimile: 609.524.4779
[email protected]
Credit and Collections:

Attn: Power Settlements, Northern California
Power Agency
Phone: 916-781-4221
Email: [email protected]
With additional Notices of an Event of Default
or Potential Event of Default to:

Attn: Assistant General Counsel – Commercial
Operations
Phone: 609.524.4500
Facsimile: 609.524.4501
With additional Notices of an Event of
Default or Potential Event of Default to:

Attn: Assistant City Attorney - Utilities
Phone: 650-329-2171
Facsimile: 650-329-2646
Confirmations:

Attn: Confirmation Specialist - Power
Phone: 609.524.4870
Facsimile: 609.524.4779
[email protected]
Confirmations:

Attn: CPAU Electric Front Office
Phone: 650-329-2314
Email:
[email protected]
The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Party A Tariff: FERC Electric Tariff Dated: May 13, 2013 Docket Number ER13-1192-000; as such may be amended, modified, superseded or replaced from time to time.

Party B Tariff:____________________Dated Docket Number ______ Article Two
Transaction Terms and
Conditions
 Optional provision in Section 2.4. If not checked,
inapplicable.

Article Four
Remedies for Failure
to Deliver or Receive
 Accelerated Payment of Damages. If not checked, inapplicable.

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3 Article Five  Cross Default for Party A:

Events of Default; Remedies  Party A: Cross Default Amount:

USD 150,000,000
 Other Entity: NRG Energy,
Inc.

Cross Default Amount:

USD 150,000,000
 Cross Default for Party B:
 Party B: Cross Default Amount:

USD 150,000,000
 Other Entity: [A single event
or multiple events equal to or
greater than the Cross Default
Amount by any of [ - ]]
Cross Default Amount:

USD [ - ]

5.6 Closeout Setoff
 Option A (Applicable if no other selection is made.)
 Option B - Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows:
(See modified provision for Section 5.6 below.)
 Option C
Article 8 8.1 Party A Credit Protection:

Credit and Collateral
Requirements
(a) Financial Information:
 Option A
 Option B Specify: Audited financial statements
for City of Palo Alto and for City of Palo Alto
Enterprise Fund
 Option C Specify:
(b) Credit Assurances:
 Not Applicable
 Applicable
(c) Collateral Threshold:
 Not Applicable
 Applicable
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4 (d) Downgrade Event:
 Not Applicable
 Applicable
If applicable, complete the following:
 It shall be a Downgrade Event for Party B only if (a) Party B’s underlying rating, determined without reference to third party credit enhancement, on its utility revenue bond ("Debt") by S&P or Moody's is respectively below
BBB- or Baa3, (b) (ii) both S&P and Moody's refuse to
rate Party B's Debt, or and (c) Party B’s City Council no longer has the legal authority under the Act, as defined by Schedule M, to adjust electric rates as necessary to
recover Party B’s costs of providing retail electric service to its customers.
 Other:

Specify:
(e) Guarantor for Party B: [ - ]
Guarantee Amount: USD [ - ]

8.2 Party B Credit Protection:
(a) Financial Information:
 Option A
 Option B Specify: NRG Energy, Inc. Audited
financial statements to be provided by Party A as
described in Section 8.2(a) shall be for Party A or
parent entity, if any, providing credit support.
 Option C Specify:
(b) Credit Assurances:
 Not Applicable
 Applicable
If Party B has reasonable grounds to believe that Party A’s creditworthiness or performance under this
Agreement has become unsatisfactory, Party B will
provide Party A with written notice requesting
Performance Assurance in an amount determined by
Party B in a commercially reasonable manner. Upon
receipt of such notice Party A shall have three (3)
Business Days to remedy the situation by providing
such Performance Assurance to Party B. In the event
that Party A fails to provide such Performance
Assurance, or a guaranty or other credit assurance
acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default under
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5 Article Five will be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. For purpose of this
Master Agreement, creditworthiness shall mean a
credit rating for Party A rating established as of the
Effective Date of the Master Agreement of not less
than a BB credit rating established by Standard &
Poor’s and a Ba2 credit rating established by Moody’s
Investors Service, continuing throughout the term of
this agreement.
(c) Collateral Threshold:
 Not Applicable
 Applicable
(d) Downgrade Event:
 Not Applicable
 Applicable
If applicable, complete the following:
 It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below _______ from S&P and
________from Moody’s or if Party A is not rated by
either S&P or Moody’s.
 Other:

Specify:
(e) Guarantor for Party A: NRG Energy, Inc.

Guarantee Amount: As set forth in the Guaranty.

Article 10
Confidentiality  Confidentiality Applicable If not checked, inapplicable.

Schedule M
 Party A is a Governmental Entity or Public Power System  Party B is a Governmental Entity or Public Power System  Add Section 3.6. If not checked, inapplicable
 Add Section 8.4. If not checked, inapplicable
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6 Other Changes:

This Agreement incorporates the Errata published by the Edison Electric Institute Version 1.1 published July 18, 2007.

Article One General Definitions add the following provisions: “1.62 ‘Trading Affiliate’ means, to the extent that it is an Affiliate of Party A, Direct Energy Marketing Limited, or any successor thereto.”
Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: “Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Bank Holiday.

Section 1.10 is amended by adding after “the price” in line 1 the words “, including any and all AB 32 fees” and substituting “U.S. $” for “$U.S.” in line 1 Section 1.27 Letters of Credit (1) delete the phrase “or a foreign bank with a U.S. branch” and replacing it with the phrase “or a U.S. branch of a foreign bank” and (2) replace “transferable” with “non-transferable”, and (3) inserting the phrase “and in an amount” in the third line after the word “form” and before the word “acceptable”.

Section 1.45 is deleted and replaced with the following definition, ““Performance Assurance” means sufficient security in the form, amount, for a term, and from an issuer, all as reasonably acceptable to the Requesting Party. The following forms of Performance Assurance may be requested by the Requesting Party: (i) collateral in the form of either cash or Letter(s) of Credit, (ii) revised or earlier payment terms for Product that has been delivered during the prior Month, (iii) any other security acceptable to the Requesting Party, or (iv) information demonstrating that Party B’s retail rates are set at levels sufficiently high to recover all costs of providing electric service to Party B’s retail electric customers, including the costs incurred by Party B under all Transactions executed under this Agreement.”
Section 1.46 is amended by adding before the period at the end thereof the following: “; provided that the failure to comply with any requirement of this Master Agreement or a Transaction, including the requirements of Article 8, before the expiration of the time period expressly specified for such compliance in this Master Agreement or the Transaction, if any, shall not be considered a Potential Event of Default unless and until the applicable time period has expired without compliance.”
Section 1.51 Replacement Price (1) add the phrase “for delivery” immediately before the phrase “at the Delivery Point” in the second line and (2) delete the phrase “at Buyer's option” from the fifth line and replace with the phrase “absent a purchase”, and (3) inserting in the seventh line after the words, “any penalties” and before “, ratcheted demand”, the following: “(other than penalties imposed on Buyer under the CAISO Tariff, the NCPA Metered Subsystem Agreement, or an open access transmission tariff as a result of the non-delivery)”.

Section 1.52 S&P delete in its entirety and replace with the following: “1.52 “S&P” means S&P Global Ratings or its successor.”
Section 1.53 Sales Price (1) delete the phrase “at the Delivery Point” from the second line, and (2) delete the phrase “at Seller’s option” from the fifth line and replace with the phrase “=assuming a sale could not have been made in a commercially reasonable manner” Section 2.1 shall be amended by deleting the second sentence thereof. For purposes of Section 2.3, Party B requires that all Transactions be confirmed in writing. Accordingly, the provision is amended by striking the word “may” from the first line thereof and replacing it with the word “shall.” Item 5
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7 Section 2.3 Confirmation (1) add after “deemed to have accepted the terms as sent” in each place it appears the words “, absent manifest error,” and (2) delete the phrase “two (2) Business Days of Buyer’s receipt thereof” and replace with the phrase “seven (7) Business Days of Buyer’s receipt thereof”, and (3) all references to Seller shall be instead to Party A.

Section 2.4 Additional Confirmation Terms, delete the words “either orally or” in the seventh line.

A new Section 2.6 is added to Article Two, worded as follows:
“2.6 No Oral Agreements or Modifications. Notwithstanding anything to the contrary in this Master Agreement, including in this Article Two, no Transaction between the Parties shall become binding unless and until a Confirmation for such Transaction is signed by both Parties, and this Master Agreement and any and all Transactions may not be orally amended or modified, including by Recording pursuant to Section 2.5.”
Section 3.2 Transmission and Scheduling add the following text to the end of the Section:
“Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region.

A new Section 4.3 is added to Article Four, worded as follows:
“4.3 Suspension of Performance. In addition to the remedies provided pursuant to Sections 4.1, 4.2 and 5.7, if Seller or Buyer fails to schedule, deliver or receive all or part of the Product pursuant to a Transaction for a period of three (3) or more consecutive days, and such failure is not excused under the terms of the Product, by Force Majeure, by the other Party’s failure to perform or by agreement of the Parties, then upon one (1) Business Day’s prior written notice, and for so long as the nonperforming Party fails to perform, the performing Party shall have the right to suspend its performance under such Transaction; provided however, suspension of performance will not include the payment for any Products already delivered. In the event the performing Party suspends performance pursuant to this Section 4.3, it shall not be obligated to resume performance until it has received notice from the non-performing Party at least one (1) Business Day prior to the date upon which the non-performing Party intends to resume its performance; provided that, if the performing Party has entered into a replacement contract with a term of 31 days or less, the performing Party may resume performance at the end of the term of such replacement contract. Remedies available under this provision to the performing Party are in addition to, not in replacement of, other remedies specified in this Agreement.” Section 5.1 Events of Default, subsection (g), (1) add “, excluding any such indebtedness owing by such Party or any other party specified in the Cover Sheet for such Party to any of their Affiliates” after “borrowed money” in the sixth line, (2) delete the phrase “, or becoming capable at such time of being declared,” beginning in the eighth line of the Section, and (3) add the phrase “under such agreements or instruments” immediately following the phrase “due date therefor” in the eleventh line.

Section 5.1 Events of Default, subjection (h)(v), add “made in connection with this Agreement” after “any guaranty”.

Section 5.1 Events of Default add the following as a new Section 5.1(i) through (m):
“(i) a Party, its Guarantor or any Specified Entity (as defined below) of such Party:
(i) defaults under a Specified Transaction (as defined below) and, after giving effect to any applicable notice requirement or grace period, which results in a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Item 5
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8 Transaction,
(ii) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment date or delivery date of a Specified Transaction; or
(iii) disaffirms, disclaims or repudiates any Specified Transaction. (j) a representation or warranty with respect to the Defaulting Party's financial statement or position that is false or materially misleading; or
(m) revocation by the Federal Energy Regulatory Commission of Party A’s authorization to make sales and market-based rates.”
‘Specified Transaction’ means any transaction (other than a Transaction) now existing or hereafter entered into between one Party to this Agreement (or any Guarantor or any applicable Specified Entity of such Party) and the other Party to this Agreement (or any Guarantor or any applicable Specified Entity of such Party) that is a transaction for the purchase, sale, exchange or transfer of any commodity or any other commodity transaction or a spot, forward, option or swap transaction in or with respect to one or more currencies, commodities, securities, rates, indices or other measures of financial or economic risk or any other similar transaction (or any combination thereof). For this purpose, “commodity” means any tangible or intangible commodity of any type or description (including, without limitation, electric power, capacity, natural gas, natural gas liquids, coal, petroleum (and the products or by-products thereof), renewable energy obligations, emission allowances, ambient temperature indexes, and indexes of other weather characteristics.
‘Specified Entity’ shall mean with respect to Party A: Trading Affiliate. ‘Specified Entity’ shall mean with respect to Party B: Affiliate;” Section 5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts delete the following phrase from the last two lines: “under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable” and replace it with the following:
“under applicable law on the Early Termination Date, then each such Transaction shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below). The NonDefaulting Party (or its agent) may determine its Gains and Losses by reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information.”
Add the following to the end of this Section-
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Settlement Amount shall be zero, notwithstanding any provision of this Agreement to the contrary. Any Party who is in default at the time of the Early Termination Date, or whose default is the cause of the Early Termination Date, Item 5
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9 shall not be entitled to receive any Termination Payment of Settlement Amount For purposes of clarity, the Defaulting Party is entitled for any payment due for any amounts delivered prior to the Early Termination Date.”
Section 5.3 Net Out of Settlement Amounts. Section 5.3 is amended by adding the phrase “plus, at the option of the Non-Defaulting Party, any cash or Letter of Credit(s) then in the possession of the Defaulting Party or its agent pursuant to Article Eight,” after the first use of the phrase “due to the Non-Defaulting Party” in the sixth line.

Section 5.6 Closeout Setoffs, Option B delete in its entirety and replace with the following:
“Option B: Subject to Section 5.2, any Termination Payment payable to the Defaulting Party will, at the option of the Non-Defaulting Party (“X”) (and without prior notice to the Defaulting Party), be set-off against any other amounts (“Other Amounts”) payable by or due to the other Party (“Y”) to or from X or any Affiliate of X (whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. X will give notice to Y of any set-off effected under this Section 5.6. For purposes of this Section 5.6 the Affiliates of Party A will be limited to the Trading Affiliates. The remedy provided for in this Section 5.6 will be without prejudice and in addition to any right or setoff, combination of accounts, lien, or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract, or otherwise).”
Section 5.7 Suspension of Performance delete all of the text starting with the proviso in subclause (i) and replace it with the following:
“provided, however, and without waiving any Event of Default or any rights or remedies in this Agreement (other than the suspension rights in this Section 5.7 solely in respect of such Event of Default), in no event shall any such suspension related to an Event of Default continue for longer than ten (10) NERC Business Days with respect to any single Transaction unless an early Termination Date shall have been declared and notice thereof pursuant to Section 5.2 given (during which time amounts under Section 4.1 or 4.2, as applicable, may continue to accrue with respect to the Defaulting Party as if it breached its obligation), and (ii) to the extent an Event of Default shall have occurred and be continuing, to exercise any remedy available at law or in equity. Notwithstanding the proviso in subclause (i), (x) the Non-Defaulting Party retains all of its other rights and remedies arising with respect to such Event of Default or Potential Event of Default, including (without limitation) the right to declare an Early Termination Date, and (y) such proviso will not affect the right of the Non-Defaulting Party in respect of any new or subsequent Event of Default or Potential Event of Default.”
Section 8.1(a) Financial Information, Option A (1) replace “120” with “90”, and (2) add after the phrase “quarterly report containing unaudited consolidated financial statements for such fiscal quarter” the text, “, provided however, for the purposes of this (i) and (ii), if such financial statements are publicly available electronically, then Party B shall be deemed to have met this requirement”.

Section 8.1(b) Credit Assurances (1) add in the fourth line after the words “in a commercially reasonable manner” the text, “which amount shall not exceed 100% of the Termination Payment that would be due Party A as if Party B was the Defaulting Party and an Early Termination Date had been designated”, and (2) add in the seventh line after the words “acceptable to Party A” the text, Item 5
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10 “acting reasonably”.

Section 8.1(d) Downgrade Event (1) add in the third line after the words “in a commercially reasonable manner” the text, “which amount shall not exceed 100% of the Termination Payment that would be due Party A as if Party B was the Defaulting Party and an Early Termination Date had been designated” and (2) add after the phrase “or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice” the following text, “and/or fails to maintain such Performance Assurance or guaranty or other credit assurance for so long as the Downgrade Event is continuing.”
Section 8.2(a) Financial Information, Option B (1) replace “120” with “90”, and (2) add after the phrase “quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet” the text, “, provided however, for the purposes of this (i) and (ii), if such financial statements are publicly available electronically, then Party A shall be deemed to have met this requirement”.

Section 8.2(b) Credit Assurances (1) add in the fourth line after the words “in a commercially reasonable manner” the text, “which amount shall not exceed 100% of the Termination Payment that would be due Party B as if Party A was the Defaulting Party and an Early Termination Date had been designated” and (2) add in the seventh line after the words “acceptable to Party B” the text, “acting reasonably”.

Section 8.2(d) Downgrade Event (1) add in the third line after the words “in a commercially reasonable manner” the text, “which amount shall not exceed 100% of the Termination Payment that would be due Party B as if Party A was the Defaulting Party and an Early Termination Date had been designated” and (2) add after the phrase “or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice” the text, “and/or fails to maintain such Performance Assurance or guaranty or other credit assurance for so long as the Downgrade Event is continuing.” Section 10.2 Representations and Warranties, subsection (viii) (1) delete “and” before the phrase “is capable of assessing the merits of” and (2) add at the end the words “, and the other Party is not acting as a fiduciary or an advisor to it in respect of a Transaction”.

Section 10.2 Representations and Warranties, subsection (ix) amend to read in its entirety as follows:
“(ix) (a) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code, (b) it is a “master netting agreement participant” for purposes of the United States Bankruptcy Code, and (c) it is an “eligible contract participant” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a)(18).” Section 10.2 Representations and Warranties, subsection (xi) delete in its entirety and replace with the following:
“(ix) with respect to each Transaction proposed or entered into that constitutes a “commodity option transaction” as such term is used in Part 32 of Title 17 of the U.S. Code of Federal Regulations,
(A) it is a producer, processor, or commercial user of, or a merchant handling the commodity that is the subject of such Transaction, of the products or byproducts thereof; (B) it is entering into the Transaction solely for purposes related to its business as such; and (C) it intends to physically settle such Transaction such that if the option associated with such Transaction is exercised, the option would result in the sale of an “exempt commodity” (as such term is defined in Section 1a(20) of the U.S. Commodity Exchange Act, as amended), for Item 5
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11 immediate or deferred delivery;”
Section 10.4 Indemnity (1) add in the last sentence after “hold harmless the other Party” the text “from any liability” and (2) add after the last sentence the text, “Neither Party shall be liable with respect to any Claim to the extent that such Claim resulted from the negligence, willful misconduct or bad faith of the indemnified Party.”.

Section 10.5 Assignment
(1) Delete from the first sentence the text “may be withheld in the exercise of its sole discretion” and replace it with “shall not be unreasonably delayed or withheld”; (2) In clause (ii) thereof replace the words “affiliate” and “affiliate's” with, respectively, “Affiliate” and “Affiliate's”, and insert before “, or” the words “taking in account any credit support document”;
(3) Replace subsection (ii) - (iii) with the following text:
“(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor as of the Effective Date and the date of entering into each Transaction under this Agreement, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any, as of the Effective Date and the effective date of any such transfer or assignment.”
(4) An additional sentence shall be added as the last sentences of Section 10.5 stating “Any purported transfer or assignment in contravention of this Section shall be void.” Section 10.6 Governing Law is amended as follows :
“THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER

SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY WAIVES ITS

RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Parties hereby consent to conduct all dispute resolution, judicial actions or proceedings arising directly, indirectly or otherwise in conjunction with, out of, related to, or arising from this Agreement in Santa Clara County, California.”
Section 10.7 Notices (1) add the phrase “or the exercise of an option” immediately after the phrase “(other than scheduling requests” and (2) delete the third and fourth sentences and replace them with the following:
“Unless otherwise specified herein, notice by facsimile shall be considered received upon the sending Party’s receipt of its facsimile machines’ confirmation of successful transmission, notice by hand delivery shall be considered received at the close of business on the day actually received, if received during business hours on a Business Day, and notice by overnight United States mail or courier shall be considered received on the next Business Day after it was sent.” Section 10.8 General change the words “parties” and “party” to “Parties” and “Party” in the third sentence and delete the second to last sentence and replace it with “The indemnity provisions of this Agreement shall survive the termination of this Agreement for the period of the applicable statute of limitations and the audit provisions of this Agreement shall survive the termination of this Item 5
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12 Agreement for a period of twelve (12) months.”
Section 10.10 Forward Contract delete in its entirety and replace with the following:
“10.10 Bankruptcy Provisions. The Parties acknowledge and agree that (a) this Agreement and all Transactions constitute a “forward contract” within the meaning of the United States Bankruptcy Code (the “Code”); (b) this Agreement constitutes a “master netting agreement” within the meaning of the Code; (c) all payments made or to be made on its behalf pursuant to this Agreement, including the application by a Party of Performance Assurance to any amounts due and owing to such Party, constitute “settlement payments” within the meaning of the Code; (d) all transfers of Performance Assurance by it or on its behalf under this Agreement constitute “margin payments” within the meaning of the Code; (e) its rights under Article Five, “Events of Default; Remedies”, of this Agreement constitute a “contractual right to liquidate, terminate or accelerate” or “contractual right to liquidate, terminate, accelerate, or offset under a master netting agreement and across contracts” the Transactions within the meaning of the Code; (f) (i) the other Party is not a “utility” as such term is used in Section 366 of the Code, and (ii) it waives and agrees not to assert (x) the applicability of the provisions of Section 366 of the Code in any bankruptcy proceeding wherein it is a debtor and (y) that the other Party is a provider of last resort in any such proceeding.”
Section 10.11 Confidentiality is amended to (1) add the phrase “or the completed Cover Sheet to this Master Agreement” immediately before the phrase “to a third party”, (2) add the following phrase after the word “lenders”: “and their counsel and advisors”, (3) add immediately after the phrase “other than the Party's” the text “or the Party's Affiliates'“, and (4) add the following text to the end of the paragraph: “The Parties hereby acknowledge that the disclosure of price data only without counterparty name does not contravene this Section 10.11 so long as the data is disclosed to an index publisher that publishes the data in aggregated form and does not identify the Parties.

The Parties acknowledge and agree that the Transaction may be subject to the requirements of the California Public Records Act (Government Code Section 7920.000 et seq.). Each Party (a “Receiving Party”) acknowledges that the other Party (a “Disclosing Party”) may submit information to the Receiving Party that the Disclosing Party considers confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code Sections 7929 and 7922). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential”. The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as confidential that clearly contain information that is not confidential. Upon request or demand of any third person or entity not a party to this Transaction (“Requestor”) for production, inspection and/or copying of information designated by a Party as confidential information (such designated information, the “Confidential Information”), the Receiving Party shall notify the Disclosing Party as soon as practical that such request has been made. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action within ten (10) business days after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it.

If required by any law, statute, ordinance, a court, Governmental Authority or agency having jurisdiction over a Party, including the California Public Records Act, that Party may release Item 5
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13 Confidential Information, or a portion thereof, as required by the Applicable Law, statute, ordinance, decision, order or regulation. A Party may disclose Confidential Information to accountants in connection with audits. In the event a Party is required to release Confidential Information, such Party shall notify the other Party of the required disclosure, such that the other Party may attempt (if such Party so chooses), at its sole cost, to cause the recipient of the Confidential Information to treat such information in a confidential manner, and to prevent such information from being disclosed or otherwise becoming part of the public domain. Parties acknowledge that Purchaser may be obligated to provide Confidential Information to the CPUC and CEC for regulatory compliance purposes.

Except as provided in this Confidentiality section and the California Public Records Act neither Party shall publish, disclose, or otherwise divulge Confidential Information to any person at any time during or after the term of this Agreement, without the other Party’s prior express written consent. Each Party shall permit knowledge of and access to Confidential Information only to those of its affiliates and to their respective attorneys, accountants, representatives, agents and employees who have a need to know such Confidential Information related to this Agreement.” Article Ten, Miscellaneous add the following new Sections 10.12 to 10.18:
“10.12 FERC Standard of Review; Mobile Sierra Waiver.
(a) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), by FERC acting sua sponte or by non-parties will be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group, Inc. v.

Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008), and further clarified by NRG Power Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010) (commonly known as the “Mobile-Sierra doctrine).
(b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur.

In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing section (a).”
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14 10.13. Imaged Documents. Any document generated by the Parties with respect to this Agreement, including this Agreement, may be imaged and stored electronically (“Imaged Documents”). Imaged Documents may be introduced as evidence in any proceeding as if such were original business records and neither Party shall contest the admissibility of Imaged Documents as evidence in any proceeding on the basis that such were not originated or maintained in documentary form. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence.

10.14 Prior Agreements. Party A and Party B confirm that there are no prior master power purchase and sale agreements between the Parties with respect to the subject matter hereof. .

10.15 Counterparts. This Master Agreement and any Confirmation may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. Without limiting the foregoing, a facsimile copy of this Master Agreement or a Confirmation or copy of this Master Agreement or a Confirmation sent via electronic mail in a portable document format (“PDF”) will be considered an original.

10.16. Compliance with Law. Each Party will comply in all material respects with all applicable laws, regulations, and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Master Agreement or any Confirmation.

10.17 “Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Party A agrees that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. Party A acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by Party B and set forth in Exhibit D, as applicable.

10.18 Index Transactions. If the Contract Price for a Transaction is determined by reference to a Price Source, then:
(a) .Market Disruption Event. If a Market Disruption Event occurs on any one or more days during a Determination Period (each day, a “Disrupted Day”), then:
i) The fallback Floating Price, if any, specified by the Parties in the relevant Confirmation shall be the Floating Price for each Disrupted Day.
ii) If the Parties have not specified a fallback Floating Price, then the Parties will endeavor, in good faith and using commercially reasonable efforts, to agree on a substitute Floating Price, taking into consideration, without limitation, guidance, protocols or other recommendations or conventions issued or employed by trade organizations or industry groups in response to the Market Disruption Event and other prices published by the Price Source or alternative price sources with respect to the Delivery Point or comparable Delivery Points that may permit the Parties to derive the Floating Price based on historical differentials.

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15 iii) If the Price Source retrospectively issues a Floating Price in respect of a Disrupted Day (a “Delayed Floating Price”) before the parties agree on a substitute Floating Price for such day, then the Delayed Floating Price shall be the Floating Price for such Disrupted Day. If a Delayed Price is issued by the Price Source in respect of a Disrupted Day after the Parties agree on a substitute Floating Price for such day, the substitute Floating Price agreed upon by the Parties will remain the Floating Price without adjustment unless the Parties expressly agree otherwise.
iv) If the Parties cannot agree on a substitute Floating Price and the Price Source does not retrospectively publish or announce a Floating Price, in each case, on or before the fifth Business Day following the first Trading Day on which the Market Disruption Event first occurred or existed, then the Floating Price for each Disrupted Day shall be determined by taking the arithmetic mean of quotations requested from four leading dealers in the relevant market that are unaffiliated with either Party and mutually agreed upon by the Parties (“Specified Dealers”), without regard to the quotations with the highest and lowest values, subject to the following qualifications:

1. If exactly three quotations are obtained, the Floating Price for each such Disrupted Day will be the quotation that remains after disregarding the quotations having the highest and lowest values.

2. If fewer than three quotations are obtained, the Floating Price for each such Disrupted Day will be the average of the quotations obtained.

3. If the Parties cannot agree upon four Specified Dealers, then each of the Parties will, acting in good faith and in a commercially reasonable manner, select up to two Specified Dealers separately, and those selected dealers shall be the Specified Dealers. v) Unless otherwise agreed, if at any time the Parties agree on a substitute Floating Price for any Disrupted Day, then such substitute Floating Price shall be the Floating Price for such Disrupted Day, notwithstanding the subsequent publication or announcement of a Delayed Floating Price by the relevant Price Source or any quotations obtained from Specified Dealers. "Determination Period" means each calendar month a part or all of which is within the Delivery Period of a Transaction.
"Exchange" means, in respect of a Transaction, the exchange or principal trading market specified as applicable to the relevant Transaction.
"Floating Price" means a Contract Price specified in a Transaction that is based upon a Price Source.
"Market Disruption Event" means, with respect to any Price Source, any of the following events:
(a) the failure of the Price Source to announce, publish or make available the specified Floating Price or information necessary for determining the Floating Price for a particular day; (b) the failure of trading to commence on a particular day or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange, Item 5
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16 RTO or in the market specified for determining a Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange or RTO specified for determining a Floating Price; or
(e) a material change in the formula for or the method of determining the Floating Price by the Price Source or a material change in the composition of the Product. "Price Source" means, in respect of a Transaction, a publication or such other origin of reference, including an Exchange or RTO, containing or reporting or making generally available to market participants (including by electronic means) a price, or prices or information from which a price is determined, as specified in the relevant Transaction. “RTO” means any regional transmission operator or independent system operator. "Trading Day" means a day in respect of which the relevant Price Source ordinarily would announce, publish or make available the Floating Price. (b) Corrections to Published Prices. If the Floating Price published, announced or made available on a given day and used or to be used to determine a relevant price is subsequently corrected by the relevant Price Source (i) within 30 days of the original publication, announcement or availability, or (ii) in the case of RTO Transactions only, within such longer time period as is consistent with the RTO’s procedures and guidelines, then either Party may notify the other Party of that correction and the amount (if any) that is payable as a result of that correction. If, not later than sixty (60) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than three (3) Business Days after such notice is effective, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. Notwithstanding the foregoing, corrections shall not be made to any Floating Prices agreed upon by the Parties or determined based on quotations from Specified Dealers pursuant to paragraph (a) above unless the Parties expressly agree otherwise. (c) Rounding. When calculating a Floating Price, all numbers shall be rounded to four (4) decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th) decimal number shall be increased by one (1), and if the fifth (5th) decimal number is less than five (5), then the fourth (4th) decimal number shall remain unchanged.

Schedule M is amended as follows:

Part A is amended by including the following definition for the term “Act”: “Act” means the Constitution of the State of California, the California statute(s), charter and municipal ordinances under which Party B was created, organized and authorized to enter into this Master Agreement and each Transaction thereunder.

Schedule M, Clause E delete the model text for new Section 3.6 and add the following:

“Section 3.6 Governmental Entity or Public Power System Security. (a) With Item 5
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17 respect to each Transaction, Party B shall (1) either (i) have created and set aside a Special Fund or (ii) upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; and (2) upon the reasonable request of Party A, provide to Party A evidence reasonably satisfactory to Party A, that Party B has complied with the preceding clause (1). Party B shall have allocated to the Special Fund or its general funds a revenue base that is adequate to cover Party B’s payment obligations hereunder throughout the entire Delivery Period. For the avoidance of doubt, any breach of this Section 3.6(a) by Party B shall be deemed to be material and to have arisen during a fiscal period of Party B for which budgetary approval or certification of its obligations under this Master Agreement is in effect.
(b) If any Transaction is determined to be a “swap” (as defined in Section 1a(47) of the U.S. Commodity Exchange Act, as amended, 7 USC Section 1, et seq. and any Commodity Futures Trading Commission rules, regulations, orders, supplementary information, guidance, questions and answers, staff letters and interpretations published or issued thereunder, in each applicable case as amended), Party B shall be deemed to have represented to Party A immediately prior to the Parties entry into such Transaction that (1) Party B is a “utility special entity” at such time and (2) that such Transaction is a “utility operations-related swap” (as each such term is defined in the CFTC’s rule Exclusion of Utility Operations-Related Swaps With Utility Special Entities From De Minimis Threshold for Swaps With Special Entities, 79 Fed. Reg. 57,767 (Sept. 26, 2014)).”
Part G does not apply.

Schedule P
The following shall be added at the end of Schedule P:
“If the Parties agree to use a service level/product defined by reference to a different agreement, tariff, set of rules or protocols (herein, “agreement”) (e.g., the PJM Operating Agreement, the ERCOT Protocols, WSPP Agreement) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, the Transaction shall be subject to all the terms of this Agreement except (1) all service level/product definitions, (2) the regional reliability requirements and guidelines, and (3) the specific definitions for excuses for performance, Force Majeure and Uncontrollable Forces shall have the meaning ascribed to them in such other agreement in effect on the date the Transaction was entered into; provided, however, that with respect to Transactions subject to the WSPP Agreement, the methodology for calculating the payments for failure to deliver or receive, under Section 4 hereof, shall be in accordance with Section 21.3 of the WSPP Agreement; provided, further that the “Accelerated Payment of Damages” addressed in Section 4 hereof shall continue to apply to such payments if such election is made on the Cover Sheet.”
The following definitions are hereby added to Schedule P:
“CAISO” means the California Independent System Operator Corporation, or its successor. “CAISO Tariff” means the Federal Energy Regulatory Commission approved tariff of CAISO, Item 5
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18 including all CAISO protocols, as the same may be amended from time to time. "West Firm", or “WSPP Schedule C” or “Schedule C” or “WSPPC-Firm” or any similar description means with respect to a Transaction, a Product that is or will be scheduled as firm energy consistent with the most recent rules adopted by the WECC.
"WECC" means the Western Electricity Coordinating Council. "WSPP Agreement" means the Western Systems Power Pool Agreement as amended from time to time.
“CAISO Energy” means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the California Independent System Operator (“CAISO”) (as amended from time to time, the “Tariff”) for which the only excuse for failure to deliver or receive is an “Uncontrollable Force” (as defined in the Tariff).
“Hourly Transactions”. The sale of energy on an hourly basis shall be deemed a “Non-Firm” product.
“WSPP Agreement” means the WSPP Agreement as amended from time to time.

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19 IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed in one or more counterparts (each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same agreement) as of the date first above written. The Parties expressly acknowledge the validity of facsimile counterparts of the executed Master Agreement, if any, which may be transmitted in advance of, or in lieu of, executed original documents.

Party A: Party B: City of Palo Alto
NRG Business Marketing LLC Approval as to Form:

By: …………………………….. By: ……………………………..

Name: …………………………….. Name: Amy Bartell
Title: …………………………….. Title: Assistant City Attorney
Date: ____, 2025 Date: _________ _, 2025
Party B: City of Palo Alto
By: ……………………………..

Name: Ed Shikada
Title: City Manager
Date: _______________, 2025
Party B: City of Palo Alto
Approval by Administrative Services Department:

By:
……………………………
.. Name: Lauren Lai
Title: Administrative Services Director
Date: ______ ___, 2025
Party B: City of Palo Alto
Approval by Utilities
Department:

By:
……………………………
.. Name: Alan Kurotori
Title: Utilities Director
Date: _______ ___, 2025
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20 DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.

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21 GENERAL TERMS AND CONDITIONS
ARTICLE ONE: GENERAL DEFINITIONS

1.1 “Affiliate” means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power.

1.2 “Agreement” has the meaning set forth in the Cover Sheet.

1.3 “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.

1.4 “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received.

1.5 “Buyer” means the Party to a Transaction that is obligated to purchase and receive, or cause to be received, the Product, as specified in the Transaction.

1.6 “Call Option” means an Option entitling, but not obligating, the Option Buyer to purchase and receive the Product from the Option Seller at a price equal to the Strike Price for the Delivery Period for which the Option may be exercised, all as specified in the Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to sell and deliver the Product for the Delivery Period for which the Option has been exercised.

1.7 “Claiming Party” has the meaning set forth in Section 3.3.

1.8 “Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys’ fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement.

1.9 “Confirmation” has the meaning set forth in Section 2.3.

1.10 “Contract Price” means the price in $U.S. (unless otherwise provided for) to be paid by Buyer to Seller for the purchase of the Product, as specified in the Transaction.

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22 1.11 “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace a Terminated Transaction; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with the termination of a Transaction.

1.12 “Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issues rating by S&P, Moody’s or any other rating agency agreed by the Parties as set forth in the Cover Sheet.

1.13 “Cross Default Amount” means the cross default amount, if any, set forth in the Cover Sheet for a Party.

1.14 “Defaulting Party” has the meaning set forth in Section 5.1.

1.15 “Delivery Period” means the period of delivery for a Transaction, as specified in the Transaction.

1.16 “Delivery Point” means the point at which the Product will be delivered and received, as specified in the Transaction.

1.17 “Downgrade Event” has the meaning set forth on the Cover Sheet.

1.18 “Early Termination Date” has the meaning set forth in Section 5.2.

1.19 “Effective Date” has the meaning set forth on the Cover Sheet.

1.20 “Equitable Defenses” means any bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending.

1.21 “Event of Default” has the meaning set forth in Section 5.1.

1.22 “FERC” means the Federal Energy Regulatory Commission or any successor government agency.

1.23 “Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under one or more Transactions, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be based on (i) the loss of Buyer’s markets; (ii) Buyer’s inability economically to use or resell the Product purchased hereunder; (iii) the loss or failure of Seller’s supply; or (iv) Seller’s ability to sell the Product at a price greater than the Contract Price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (i) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the Delivery Point and (ii) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing Item 5
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23 factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. The applicability of Force Majeure to the Transaction is governed by the terms of the Products and Related Definitions contained in Schedule P.

1.24 “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined in a commercially reasonable manner.

1.25 “Guarantor” means, with respect to a Party, the guarantor, if any, specified for such Party on the Cover Sheet.

1.26 “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law.

1.27 “Letter(s) of Credit” means one or more irrevocable, transferable standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- from S&P or A3 from Moody’s, in a form acceptable to the Party in whose favor the letter of credit is issued. Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit.

1.28 “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction, determined in a commercially reasonable manner.

1.29 “Master Agreement” has the meaning set forth on the Cover Sheet.

1.30 “Moody’s” means Moody’s Investor Services, Inc. or its successor.

1.31 “NERC Business Day” means any day except a Saturday, Sunday or a holiday as defined by the North American Electric Reliability Council or any successor organization thereto. A NERC Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received.

1.32 “Non-Defaulting Party” has the meaning set forth in Section 5.2.

1.33 “Offsetting Transactions” mean any two or more outstanding Transactions, having the same or overlapping Delivery Period(s), Delivery Point and payment date, where under one or more of such Transactions, one Party is the Seller, and under the other such Transaction(s), the same Party is the Buyer.

1.34 “Option” means the right but not the obligation to purchase or sell a Product as specified in a Transaction.

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24 1.35 “Option Buyer” means the Party specified in a Transaction as the purchaser of an option, as defined in Schedule P.

1.36 “Option Seller” means the Party specified in a Transaction as the seller of an option , as defined in Schedule P.

1.37 “Party A Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party A.

1.38 “Party B Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party B.

1.39 “Party A Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party A.

1.40 “Party B Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party B.

1.41 “Party A Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party A.

1.42 “Party B Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party B.

1.43 “Party A Tariff” means the tariff, if any, specified in the Cover Sheet for Party A.

1.44 “Party B Tariff” means the tariff, if any, specified in the Cover Sheet for Party B.

1.45 “Performance Assurance” means collateral in the form of either cash, Letter(s) of Credit, or other security acceptable to the Requesting Party.

1.46 “Potential Event of Default” means an event which, with notice or passage of time or both, would constitute an Event of Default.

1.47 “Product” means electric capacity, energy or other product(s) related thereto as specified in a Transaction by reference to a Product listed in Schedule P hereto or as otherwise specified by the Parties in the Transaction.

1.48 “Put Option” means an Option entitling, but not obligating, the Option Buyer to sell and deliver the Product to the Option Seller at a price equal to the Strike Price for the Delivery Period for which the option may be exercised, all as specified in a Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to purchase and receive the Product.

1.49 “Quantity” means that quantity of the Product that Seller agrees to make available or sell and deliver, or cause to be delivered, to Buyer, and that Buyer agrees to purchase and receive, or cause to be received, from Seller as specified in the Transaction.

1.50 “Recording” has the meaning set forth in Section 2.4.

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25 1.51 “Replacement Price” means the price at which Buyer, acting in a commercially reasonable manner, purchases at the Delivery Point a replacement for any Product specified in a Transaction but not delivered by Seller, plus (i) costs reasonably incurred by Buyer in purchasing such substitute Product and (ii) additional transmission charges, if any, reasonably incurred by Buyer to the Delivery Point, or at Buyer’s option, the market price at the Delivery Point for such Product not delivered as determined by Buyer in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Buyer be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Seller’s liability.

For the purposes of this definition, Buyer shall be considered to have purchased replacement Product to the extent Buyer shall have entered into one or more arrangements in a commercially reasonable manner whereby Buyer repurchases its obligation to sell and deliver the Product to another party at the Delivery Point.

1.52 “S&P” means the Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.) or its successor.

1.53 “Sales Price” means the price at which Seller, acting in a commercially reasonable manner, resells at the Delivery Point any Product not received by Buyer, deducting from such proceeds any (i) costs reasonably incurred by Seller in reselling such Product and (ii) additional transmission charges, if any, reasonably incurred by Seller in delivering such Product to the third party purchasers, or at Seller’s option, the market price at the Delivery Point for such Product not received as determined by Seller in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Seller be required to utilize or change its utilization of its owned or controlled assets, including contractual assets, or market positions to minimize Buyer’s liability. For purposes of this definition, Seller shall be considered to have resold such Product to the extent Seller shall have entered into one or more arrangements in a commercially reasonable manner whereby Seller repurchases its obligation to purchase and receive the Product from another party at the Delivery Point.

1.54 “Schedule” or “Scheduling” means the actions of Seller, Buyer and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered on any given day or days during the Delivery Period at a specified Delivery Point.

1.55 “Seller” means the Party to a Transaction that is obligated to sell and deliver, or cause to be delivered, the Product, as specified in the Transaction.

1.56 “Settlement Amount” means, with respect to a Transaction and the Non-Defaulting Party, the Losses or Gains, and Costs, expressed in U.S. Dollars, which such party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 5.2.

1.57 “Strike Price” means the price to be paid for the purchase of the Product pursuant to an Option.

1.58 “Terminated Transaction” has the meaning set forth in Section 5.2.

1.59 “Termination Payment” has the meaning set forth in Section 5.3.

1.60 “Transaction” means a particular transaction agreed to by the Parties relating to the sale and purchase of a Product pursuant to this Master Agreement.

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26 1.61 “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Seller or Buyer to or from the Delivery Point in a particular Transaction.

ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS

2.1 Transactions. A Transaction shall be entered into upon agreement of the Parties orally or, if expressly required by either Party with respect to a particular Transaction, in writing, including an electronic means of communication. Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement (i) based on any law requiring agreements to be in writing or to be signed by the parties, or (ii) based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction.

2.2 Governing Terms. Unless otherwise specifically agreed, each Transaction between the Parties shall be governed by this Master Agreement. This Master Agreement (including all exhibits, schedules and any written supplements hereto), , the Party A Tariff, if any, and the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmations accepted in accordance with Section 2.3) shall form a single integrated agreement between the Parties. Any inconsistency between any terms of this Master Agreement and any terms of the Transaction shall be resolved in favor of the terms of such Transaction.

2.3 Confirmation. Seller may confirm a Transaction by forwarding to Buyer by facsimile within three (3) Business Days after the Transaction is entered into a confirmation (“Confirmation”) substantially in the form of Exhibit A. If Buyer objects to any term(s) of such Confirmation, Buyer shall notify Seller in writing of such objections within two (2) Business Days of Buyer’s receipt thereof, failing which Buyer shall be deemed to have accepted the terms as sent. If Seller fails to send a Confirmation within three (3) Business Days after the Transaction is entered into, a Confirmation substantially in the form of Exhibit A, may be forwarded by Buyer to Seller. If Seller objects to any term(s) of such Confirmation, Seller shall notify Buyer of such objections within two (2) Business Days of Seller’s receipt thereof, failing which Seller shall be deemed to have accepted the terms as sent. If Seller and Buyer each send a Confirmation and neither Party objects to the other Party’s Confirmation within two (2) Business Days of receipt, Seller’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation, unless (i) Seller’s Confirmation was sent more than three (3) Business Days after the Transaction was entered into and (ii) Buyer’s Confirmation was sent prior to Seller’s Confirmation, in which case Buyer’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation. Failure by either Party to send or either Party to return an executed Confirmation or any objection by either Party shall not invalidate the Transaction agreed to by the Parties.

2.4 Additional Confirmation Terms. If the Parties have elected on the Cover Sheet to make this Section 2.4 applicable to this Master Agreement, when a Confirmation contains provisions, other than those provisions relating to the commercial terms of the Transaction (e.g., price or special transmission conditions), which modify or supplement the general terms and conditions of this Master Agreement (e.g., arbitration provisions or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 2.3 unless agreed to either orally or in writing by the Parties; provided that the foregoing shall not invalidate any Transaction agreed to by the Parties.

2.5 Recording. Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording (“Recording”) of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence, secured from improper access, and may be submitted in evidence in any proceeding or action relating to this Agreement. Each Party waives any Item 5
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27 further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees. The Recording, and the terms and conditions described therein, if admissible, shall be the controlling evidence for the Parties’ agreement with respect to a particular Transaction in the event a Confirmation is not fully executed (or deemed accepted) by both Parties. Upon full execution (or deemed acceptance) of a Confirmation, such Confirmation shall control in the event of any conflict with the terms of a Recording, or in the event of any conflict with the terms of this Master Agreement.

ARTICLE THREE: OBLIGATIONS AND DELIVERIES

3.1 Seller’s and Buyer’s Obligations. With respect to each Transaction, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Quantity of the Product at the Delivery Point, and Buyer shall pay Seller the Contract Price; provided, however, with respect to Options, the obligations set forth in the preceding sentence shall only arise if the Option Buyer exercises its Option in accordance with its terms. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product or its receipt at and from the Delivery Point.

3.2 Transmission and Scheduling. Seller shall arrange and be responsible for transmission service to the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers, as specified by the Parties in the Transaction, or in the absence thereof, in accordance with the practice of the Transmission Providers, to deliver the Product to the Delivery Point. Buyer shall arrange and be responsible for transmission service at and from the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers to receive the Product at the Delivery Point.

3.3 Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under the Transaction and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then, unless the terms of the Product specify otherwise, the Claiming Party shall be excused from the performance of its obligations with respect to such Transaction (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE

4.1 Seller Failure. If Seller fails to schedule and/or deliver all or part of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by Buyer’s failure to perform, then Seller shall pay Buyer, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.

4.2 Buyer Failure. If Buyer fails to schedule and/or receive all or part of the Product pursuant to a Transaction and such failure is not excused under the terms of the Product or by Seller’s failure to perform, then Buyer shall pay Seller, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Item 5
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28 Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from the Contract Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.

ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES

5.1 Events of Default. An “Event of Default” shall mean, with respect to a Party (a “Defaulting Party”), the occurrence of any of the following:
(a) the failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within three (3) Business Days after written notice; (b) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated; (c) the failure to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, and except for such Party’s obligations to deliver or receive the Product, the exclusive remedy for which is provided in Article Four) if such failure is not remedied within three (3) Business Days after written notice; (d) such Party becomes Bankrupt;
(e) the failure of such Party to satisfy the creditworthiness/collateral requirements agreed to pursuant to Article Eight hereof;
(f) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party; (g) if the applicable cross default section in the Cover Sheet is indicated for such Party, the occurrence and continuation of (i) a default, event of default or other similar condition or event in respect of such Party or any other party specified in the Cover Sheet for such Party under one or more agreements or instruments, individually or collectively, relating to indebtedness for borrowed money in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet), which results in such indebtedness becoming, or becoming capable at such time of being declared, immediately due and payable or (ii) a default by such Party or any other party specified in the Cover Sheet for such Party in making on the due date therefor one or more payments, individually or collectively, in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet);
(h) with respect to such Party’s Guarantor, if any:

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29 (i) if any representation or warranty made by a Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated;
(ii) the failure of a Guarantor to make any payment required or to perform any other material covenant or obligation in any guaranty made in connection with this Agreement and such failure shall not be remedied within three (3) Business Days after written notice;
(iii) a Guarantor becomes Bankrupt;
(iv) the failure of a Guarantor’s guaranty to be in full force and effect for purposes of this Agreement (other than in accordance with its terms) prior to the satisfaction of all obligations of such Party under each Transaction to which such guaranty shall relate without the written consent of the other Party; or
(v) a Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any guaranty.

5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, Transactions (each referred to as a “Terminated Transaction”) between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable).

5.3 Net Out of Settlement Amounts. The Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount by: netting out (a) all Settlement Amounts that are due to the Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party pursuant to Article Eight, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the NonDefaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by one Party to the other. The Termination Payment shall be due to or due from the NonDefaulting Party as appropriate.

5.4 Notice of Payment of Termination Payment. As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Termination Payment shall be made by the Party that owes it within two (2) Business Days after such notice is effective.

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30 5.5 Disputes With Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute; provided, however, that if the Termination Payment is due from the Defaulting Party, the Defaulting Party shall first transfer Performance Assurance to the Non-Defaulting Party in an amount equal to the Termination Payment.

5.6 Closeout Setoffs.

Option A: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Option B: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party or any of its Affiliates to the Non-Defaulting Party or any of its Affiliates under any other agreements, instruments or undertakings between the Defaulting Party or any of its Affiliates and the Non-Defaulting Party or any of its Affiliates and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Option C: Neither Option A nor B shall apply.

5.7 Suspension of Performance. Notwithstanding any other provision of this Master Agreement, if (a) an Event of Default or (b) a Potential Event of Default shall have occurred and be continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, shall have the right (i) to suspend performance under any or all Transactions; provided, however, in no event shall any such suspension continue for longer than ten (10) NERC Business Days with respect to any single Transaction unless an early Termination Date shall have been declared and notice thereof pursuant to Section 5.2 given, and (ii) to the extent an Event of Default shall have occurred and be continuing to exercise any remedy available at law or in equity.

ARTICLE SIX: PAYMENT AND NETTING

6.1 Billing Period. Unless otherwise specifically agreed upon by the Parties in a Transaction, the calendar month shall be the standard period for all payments under this Agreement (other than Termination Payments and, if “Accelerated Payment of Damages” is specified by the Parties in the Cover Sheet, payments pursuant to Section 4.1 or 4.2 and Option premium payments pursuant to Section 6.7).

As soon as practicable after the end of each month, each Party will render to the other Party an invoice for the payment obligations, if any, incurred hereunder during the preceding month.

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31 6.2 Timeliness of Payment. Unless otherwise agreed by the Parties in a Transaction, all invoices under this Master Agreement shall be due and payable in accordance with each Party’s invoice instructions on or before the later of the twentieth (20th) day of each month, or tenth (10th) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid in full.

6.3 Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution along with interest accrued at the Interest Rate from and including the due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 6.3 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived.

6.4 Netting of Payments. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date pursuant to all Transactions through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Products during the monthly billing period under this Master Agreement, including any related damages calculated pursuant to Article Four (unless one of the Parties elects to accelerate payment of such amounts as permitted by Article Four), interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.

6.5 Payment Obligation Absent Netting. If no mutual debts or payment obligations exist and only one Party owes a debt or obligation to the other during the monthly billing period, including, but not limited to, any related damage amounts calculated pursuant to Article Four, interest, and payments or credits, that Party shall pay such sum in full when due.

6.6 Security. Unless the Party benefiting from Performance Assurance or a guaranty notifies the other Party in writing, and except in connection with a liquidation and termination in accordance with Article Five, all amounts netted pursuant to this Article Six shall not take into account or include any Performance Assurance or guaranty which may be in effect to secure a Party’s performance under this Agreement.

6.7 Payment for Options. The premium amount for the purchase of an Option shall be paid within two (2) Business Days of receipt of an invoice from the Option Seller. Upon exercise of an Option, payment for the Product underlying such Option shall be due in accordance with Section 6.1.

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32 6.8 Transaction Netting. If the Parties enter into one or more Transactions, which in conjunction with one or more other outstanding Transactions, constitute Offsetting Transactions, then all such Offsetting Transactions may by agreement of the Parties, be netted into a single Transaction under which:
(a) the Party obligated to deliver the greater amount of Energy will deliver the difference between the total amount it is obligated to deliver and the total amount to be delivered to it under the Offsetting Transactions, and (b) the Party owing the greater aggregate payment will pay the net difference owed between the Parties.

Each single Transaction resulting under this Section shall be deemed part of the single, indivisible contractual arrangement between the parties, and once such resulting Transaction occurs, outstanding obligations under the Offsetting Transactions which are satisfied by such offset shall terminate.

ARTICLE SEVEN: LIMITATIONS

7.1 Limitation of Remedies, Liability and Damages. EXCEPT AS SET FORTH HEREIN,

THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES

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

PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED,

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

SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT

ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND

EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE

LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT

DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE

INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND

THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED

THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY

DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE,

OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE

DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS

8.1 Party A Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.1(a) is specified on the Cover Sheet, Section 8.l(a) Option C shall apply exclusively. If none of Sections 8.1(b), 8.1(c) or 8.1(d) are specified on the Cover Sheet, Section 8.1(b) shall apply exclusively.

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33 (a) Financial Information. Option A: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party B’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of Party B’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as Party B diligently pursues the preparation, certification and delivery of the statements.

Option B: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.

Option C: Party A may request from Party B the information specified in the Cover Sheet. (b) Credit Assurances. If Party A has reasonable grounds to believe that Party B’s creditworthiness or performance under this Agreement has become unsatisfactory, Party A will provide Party B with written notice requesting Performance Assurance in an amount determined by Party A in a commercially reasonable manner. Upon receipt of such notice Party B shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party A. In the event that Party B fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement.
(c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party A plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold, then Party A, on any Business Day, may request that Party B provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Party B Performance Assurance”), less any Party B Performance Assurance already posted with Party A. Such Party B Performance Assurance shall be delivered to Party A within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party B, at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party B’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). In the event that Party B fails to provide Party B Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement.

Item 5
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34 For purposes of this Section 8.1(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party A as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. (d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party B, then Party A may require Party B to provide Performance Assurance in an amount determined by Party A in a commercially reasonable manner. In the event Party B shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. (e) If specified on the Cover Sheet, Party B shall deliver to Party A, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party A.

8.2 Party B Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.2(a) is specified on the Cover Sheet, Section

8.2(a) Option C shall apply exclusively. If none of Sections 8.2(b), 8.2(c) or 8.2(d) are specified on the Cover Sheet, Section 8.2(b) shall apply exclusively.
(a) Financial Information. Option A: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party A’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Party’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as such Party diligently pursues the preparation, certification and delivery of the statements.

Option B: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.

Option C: Party B may request from Party A the information specified in the Cover Sheet. (b) Credit Assurances. If Party B has reasonable grounds to believe that Party A’s creditworthiness or performance under this Agreement has become unsatisfactory, Party B will provide Party A with written notice requesting Performance Assurance in an amount determined by Party B in a commercially reasonable manner. Upon receipt of such notice Party A shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party B. In the event that Party A fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be Item 5
Attachment A - Exhibit A -
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35 deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement.
(c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party B plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold, then Party B, on any Business Day, may request that Party A provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) (“Party A Performance Assurance”), less any Party A Performance Assurance already posted with Party B. Such Party A Performance Assurance shall be delivered to Party B within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party A, at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party A’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount). In the event that Party A fails to provide Party A Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement.

For purposes of this Section 8.2(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party B as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party A to Party B, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. (d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party A, then Party B may require Party A to provide Performance Assurance in an amount determined by Party B in a commercially reasonable manner. In the event Party A shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (e) If specified on the Cover Sheet, Party A shall deliver to Party B, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party B.

8.3 Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a “Pledgor”) hereby grants to the other Party (the “Secured Party”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Performance Assurance, including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate all Performance Assurance then held by or for the benefit of the Secured Party free from any Item 5
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36 claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the Agreement (the Pledgor remaining liable for any amounts owing to the Secured Party after such application), subject to the Secured Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

ARTICLE NINE: GOVERNMENTAL CHARGES

9.1 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and to administer this Master Agreement in accordance with the intent of the parties to minimize all taxes , so long as neither Party is materially adversely affected by such efforts.

9.2 Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any government authority(“Governmental Charges”) on or with respect to the Product or a Transaction arising prior to the Delivery Point. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or a Transaction at and from the Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of the Product and are, therefore, the responsibility of the Seller). In the event Seller is required by law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility hereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by law or regulation to remit or pay Governmental Charges which are Seller’s responsibility hereunder, Buyer may deduct the amount of any such Governmental Charges from the sums due to Seller under Article 6 of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the law.

ARTICLE TEN: MISCELLANEOUS

10.1 Term of Master Agreement. The term of this Master Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon (thirty) 30 days’ prior written notice; provided, however, that such termination shall not affect or excuse the performance of either Party under any provision of this Master Agreement that by its terms survives any such termination and, provided further, that this Master Agreement and any other documents executed and delivered hereunder shall remain in effect with respect to the Transaction(s) entered into prior to the effective date of such termination until both Parties have fulfilled all of their obligations with respect to such Transaction(s), or such Transaction(s) that have been terminated under Section 5.2 of this Agreement.

10.2 Representations and Warranties. On the Effective Date and the date of entering into each Transaction, each Party represents and warrants to the other Party that:
(i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;
(ii) it has all regulatory authorizations necessary for it to legally perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3);
(iii) the execution, delivery and performance of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section

2.3) are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any Item 5
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37 contracts to which it is a party or any law, rule, regulation, order or the like applicable to it;
(iv) this Master Agreement, each Transaction (including any Confirmation accepted in accordance with Section 2.3), and each other document executed and delivered in accordance with this Master Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; subject to any Equitable Defenses.
(v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt;
(vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (vii) no Event of Default or Potential Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section

2.3);
(viii) it is acting for its own account, has made its own independent decision to enter into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) and as to whether this Master Agreement and each such Transaction (including any Confirmation accepted in accordance with Section 2.3) is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3);
(ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code;
(x) it has entered into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Products referred to in the Transaction to which it is a Party; (xi) with respect to each Transaction (including any Confirmation accepted in accordance with Section 2.3) involving the purchase or sale of a Product or an Option, it is a producer, processor, commercial user or merchant handling the Product, and it is entering into such Transaction for purposes related to its business as such; and
(xii) the material economic terms of each Transaction are subject to individual negotiation by the Parties.

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38 10.3 Title and Risk of Loss. Title to and risk of loss related to the Product shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that it will deliver to Buyer the Quantity of the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point.

10.4 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any Claims arising from or out of any event, circumstance, act or incident first occurring or existing during the period when control and title to Product is vested in such Party as provided in Section

10.3. Each Party shall indemnify, defend and hold harmless the other Party against any Governmental Charges for which such Party is responsible under Article Nine.

10.5 Assignment. Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, (ii) transfer or assign this Agreement to an affiliate of such Party which affiliate’s creditworthiness is equal to or higher than that of such Party, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or higher than that of such Party; provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request.

10.6 Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE

PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND

PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY WAIVES ITS RESPECTIVE

RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

10.7 Notices. All notices, requests, statements or payments shall be made as specified in the Cover Sheet. Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or facsimile.

Notice by facsimile or hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent. A Party may change its addresses by providing notice of same in accordance herewith.

10.8 General. This Master Agreement (including the exhibits, schedules and any written supplements hereto), the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmation accepted in accordance with Section 2.3) constitute the entire agreement between the Parties relating to the subject matter. Notwithstanding the foregoing, any collateral, credit support or margin agreement or similar arrangement between the Parties shall, upon designation by the Parties, be deemed part of this Agreement and shall be incorporated herein by reference. This Agreement shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof. Except to the extent herein provided for, no amendment or modification to this Master Agreement shall be enforceable unless reduced to writing and executed by both Parties. Each Party agrees if it seeks to amend any applicable wholesale power sales tariff during the Item 5
Attachment A - Exhibit A -
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39 term of this Agreement, such amendment will not in any way affect outstanding Transactions under this Agreement without the prior written consent of the other Party. Each Party further agrees that it will not assert, or defend itself, on the basis that any applicable tariff is inconsistent with this Agreement. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement). Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. Any provision declared or rendered unlawful by any applicable court of law or regulatory agency or deemed unlawful because of a statutory change (individually or collectively, such events referred to as “Regulatory Event”) will not otherwise affect the remaining lawful obligations that arise under this Agreement; and provided, further, that if a Regulatory Event occurs, the Parties shall use their best efforts to reform this Agreement in order to give effect to the original intention of the Parties. The term “including” when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are for convenience and reference purposes only. All indemnity and audit rights shall survive the termination of this Agreement for twelve (12) months. This Agreement shall be binding on each Party’s successors and permitted assigns.

10.9 Audit. Each Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to this Master Agreement. If requested, a Party shall provide to the other Party statements evidencing the Quantity delivered at the Delivery Point. If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be made promptly and shall bear interest calculated at the Interest Rate from the date the overpayment or underpayment was made until paid; provided, however, that no adjustment for any statement or payment will be made unless objection to the accuracy thereof was made prior to the lapse of twelve (12) months from the rendition thereof, and thereafter any objection shall be deemed waived.

10.10 Forward Contract. The Parties acknowledge and agree that all Transactions constitute “forward contracts” within the meaning of the United States Bankruptcy Code.

10.11 Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement to a third party (other than the Party’s employees, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.

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40 SCHEDULE M
(THIS SCHEDULE IS INCLUDED IF THE APPROPRIATE BOX ON THE COVER SHEET IS

MARKED INDICATING A PARTY IS A GOVERNMENTAL ENTITY OR PUBLIC POWER

SYSTEM)
A. The Parties agree to add the following definitions in Article One. “Act” means ______________________________.1
“Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof. “Special Fund” means a fund or account of the Governmental Entity or Public Power System set aside and or pledged to satisfy the Public Power System’s obligations hereunder out of which amounts shall be paid to satisfy all of the Public Power System’s obligations under this Master Agreement for the entire Delivery Period.

B. The following sentence shall be added to the end of the definition of “Force Majeure” in Article One.

If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity.

C. The Parties agree to add the following representations and warranties to Section 10.2:

Further and with respect to a Party that is a Governmental Entity or Public Power System, such Governmental Entity or Public Power System represents and warrants to the other Party continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and the Public Power System’s ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entity or Public Power System are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable law, (iii) entry into and performance of this Master Agreement by Governmental Entity or Public Power System are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other 1 Cite the state enabling and other relevant statutes applicable to Governmental Entity or Public Power System.

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41 relevant constitutional, organic or other governing documents and applicable law, (v) the Public Power System’s obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity or Public Power System’ obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vi) entry into and performance of this Master Agreement and each Transaction by the Governmental Entity or Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity or Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or Public Power System or create any kind of lien on, or security interest in, any property or revenues of Governmental Entity or Public Power System which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.

D. The Parties agree to add the following sections to Article Three:

Section 3.4 Public Power System’s Deliveries. On the Effective Date and as a condition to the obligations of the other Party under this Agreement, Governmental Entity or Public Power System shall provide the other Party hereto (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Governmental Entity or Public Power System of this Master Agreement and (ii) an opinion of counsel for Governmental Entity or Public Power System, in form and substance reasonably satisfactory to the Other Party, regarding the validity, binding effect and enforceability of this Master Agreement against Governmental Entity or Public Power System in respect of the Act and all other relevant constitutional organic or other governing documents and applicable law.

Section 3.5 No Immunity Claim. Governmental Entity or Public Power System warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment.

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42 E. If the appropriate box is checked on the Cover Sheet, as an alternative to selecting one of the options under Section 8.3, the Parties agree to add the following section to Article Three:

Section 3.6 Governmental Entity or Public Power System Security.

With respect to each Transaction, Governmental Entity or Public Power System shall either (i) have created and set aside a Special Fund or (ii) upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which budgetary approval or certification of its obligations under this Master Agreement is in effect and, notwithstanding anything to the contrary in Article Four, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity or Public Power System shall be treated as the Defaulting Party. Governmental Entity or Public Power System shall have allocated to the Special Fund or its general funds a revenue base that is adequate to cover Public Power System’s payment obligations hereunder throughout the entire Delivery Period.

F. If the appropriate box is checked on the Cover Sheet, the Parties agree to add the following section to Article Eight:

Section 8.4 Governmental Security. As security for payment and performance of Public Power System’s obligations hereunder, Public Power System hereby pledges, sets over, assigns and grants to the other Party a security interest in all of Public Power System’s right, title and interest in and to [specify collateral].

G. The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law:

NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE

APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF _____________2 SHALL APPLY.
2 Insert relevant state for Governmental Entity or Public Power System.

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43 SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS
“Ancillary Services” means any of the services identified by a Transmission Provider in its transmission tariff as “ancillary services” including, but not limited to, regulation and frequency response, energy imbalance, operating reserve-spinning and operating reserve-supplemental, as may be specified in the Transaction.
“Capacity” has the meaning specified in the Transaction. “Energy” means three-phase, 60-cycle alternating current electric energy, expressed in megawatt hours.
“Firm (LD)” means, with respect to a Transaction, that either Party shall be relieved of its obligations to sell and deliver or purchase and receive without liability only to the extent that, and for the period during which, such performance is prevented by Force Majeure. In the absence of Force Majeure, the Party to which performance is owed shall be entitled to receive from the Party which failed to deliver/receive an amount determined pursuant to Article Four. “Firm Transmission Contingent - Contract Path” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product in the case of the Seller from the generation source to the Delivery Point or in the case of the Buyer from the Delivery Point to the ultimate sink, and (ii) such interruption or curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the applicable transmission provider’s tariff. This contingency shall excuse performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of “Force Majeure” in Section 1.23 to the contrary.
“Firm Transmission Contingent - Delivery Point” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission to the Delivery Point (in the case of Seller) or from the Delivery Point (in the case of Buyer) for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product, in the case of the Seller, to be delivered to the Delivery Point or, in the case of Buyer, to be received at the Delivery Point and (ii) such interruption or curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the applicable transmission provider’s tariff. This transmission contingency excuses performance for the duration of the interruption or curtailment, notwithstanding the provisions of the definition of “Force Majeure” in Section 1.23 to the contrary. Interruptions or curtailments of transmission other than the transmission either immediately to or from the Delivery Point shall not excuse performance “Firm (No Force Majeure)” means, with respect to a Transaction, that if either Party fails to perform its obligation to sell and deliver or purchase and receive the Product, the Party to which performance is owed shall be entitled to receive from the Party which failed to perform an amount determined pursuant to Article Four. Force Majeure shall not excuse performance of a Firm (No Force Majeure) Transaction.
“Into ______________ (the “Receiving Transmission Provider”), Seller’s Daily Choice” means that, in accordance with the provisions set forth below, (1) the Product shall be scheduled and delivered to an interconnection or interface (“Interface”) either (a) on the Receiving Transmission Provider’s Item 5
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44 transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which Interface, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area; and (2) Seller has the right on a daily prescheduled basis to designate the Interface where the Product shall be delivered. An “Into” Product shall be subject to the following provisions:

1. Prescheduling and Notification. Subject to the provisions of Section 6, not later than the prescheduling deadline of 11:00 a.m. CPT on the Business Day before the next delivery day or as otherwise agreed to by Buyer and Seller, Seller shall notify Buyer (“Seller’s Notification”) of Seller’s immediate upstream counterparty and the Interface (the “Designated Interface”) where Seller shall deliver the Product for the next delivery day, and Buyer shall notify Seller of Buyer’s immediate downstream counterparty.

2. Availability of “Firm Transmission” to Buyer at Designated Interface; “Timely Request for Transmission,” “ADI” and “Available Transmission.” In determining availability to Buyer of nextday firm transmission (“Firm Transmission”) from the Designated Interface, a “Timely Request for Transmission” shall mean a properly completed request for Firm Transmission made by Buyer in accordance with the controlling tariff procedures, which request shall be submitted to the Receiving Transmission Provider no later than 30 minutes after delivery of Seller’s Notification, provided, however, if the Receiving Transmission Provider is not accepting requests for Firm Transmission at the time of Seller’s Notification, then such request by Buyer shall be made within 30 minutes of the time when the Receiving Transmission Provider first opens thereafter for purposes of accepting requests for Firm Transmission.

Pursuant to the terms hereof, delivery of the Product may under certain circumstances be redesignated to occur at an Interface other than the Designated Interface (any such alternate designated interface, an “ADI”) either (a) on the Receiving Transmission Provider’s transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which ADI, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area using either firm or non-firm transmission, as available on a day-ahead or hourly basis (individually or collectively referred to as “Available Transmission”) within the Receiving Transmission Provider’s transmission system.

3. Rights of Buyer and Seller Depending Upon Availability of/Timely Request for Firm Transmission.

A. Timely Request for Firm Transmission made by Buyer, Accepted by the Receiving Transmission Provider and Purchased by Buyer. If a Timely Request for Firm Transmission is made by Buyer and is accepted by the Receiving Transmission Provider and Buyer purchases such Firm Transmission, then Seller shall deliver and Buyer shall receive the Product at the Designated Interface.
i. If the Firm Transmission purchased by Buyer within the Receiving Transmission Provider’s transmission system from the Designated Interface ceases to be available to Buyer for any reason, or if Seller is unable to deliver the Product at the Designated Interface for any reason except Buyer’s non-performance, then at Seller’s choice from among the following, Seller shall: (a) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, require Buyer to purchase such Firm Transmission from such ADI, and schedule and deliver the affected portion of the Product to such ADI on the basis of Buyer’s purchase of Firm Transmission, or (b) require Buyer to purchase non-firm transmission, and schedule and deliver the affected Item 5
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45 portion of the Product on the basis of Buyer’s purchase of non-firm transmission from the Designated Interface or an ADI designated by Seller, or (c) to the extent firm transmission is available on an hourly basis, require Buyer to purchase firm transmission, and schedule and deliver the affected portion of the Product on the basis of Buyer’s purchase of such hourly firm transmission from the Designated Interface or an ADI designated by Seller.
ii. If the Available Transmission utilized by Buyer as required by Seller pursuant to Section 3A(i) ceases to be available to Buyer for any reason, then Seller shall again have those alternatives stated in Section 3A(i) in order to satisfy its obligations. iii. Seller’s obligation to schedule and deliver the Product at an ADI is subject to Buyer’s obligation referenced in Section 4B to cooperate reasonably therewith.

If Buyer and Seller cannot complete the scheduling and/or delivery at an ADI, then Buyer shall be deemed to have satisfied its receipt obligations to Seller and Seller shall be deemed to have failed its delivery obligations to Buyer, and Seller shall be liable to Buyer for amounts determined pursuant to Article Four.
iv. In each instance in which Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI pursuant to Sections 3A(i) or (ii), and Firm Transmission had been purchased by both Seller and Buyer into and within the Receiving Transmission Provider’s transmission system as to the scheduled delivery which could not be completed as a result of the interruption or curtailment of such Firm Transmission, Buyer and Seller shall bear their respective transmission expenses and/or associated congestion charges incurred in connection with efforts to complete delivery by such alternative scheduling and delivery arrangements. In any instance except as set forth in the immediately preceding sentence, Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI under Sections 3A(i) or (ii), Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with such alternative scheduling arrangements.

B. Timely Request for Firm Transmission Made by Buyer but Rejected by the Receiving Transmission Provider. If Buyer’s Timely Request for Firm Transmission is rejected by the Receiving Transmission Provider because of unavailability of Firm Transmission from the Designated Interface, then Buyer shall notify Seller within 15 minutes after receipt of the Receiving Transmission Provider’s notice of rejection (“Buyer’s Rejection Notice”). If Buyer timely notifies Seller of such unavailability of Firm Transmission from the Designated Interface, then Seller shall be obligated either (1) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, to require Buyer to purchase (at Buyer’s own expense) such Firm Transmission from such ADI and schedule and deliver the Product to such ADI on the basis of Buyer’s purchase of Firm Transmission, and thereafter the provisions in Section 3A shall apply, or (2) to require Buyer to purchase (at Buyer’s own expense) non-firm transmission, and schedule and deliver the Product on the basis of Buyer’s purchase of non-firm transmission from the Designated Interface or an ADI designated by the Seller, in which case Seller shall bear the risk of interruption or curtailment of the non-firm transmission; provided, however, that if the non-firm transmission is interrupted or curtailed or if Seller is unable to deliver the Product for any reason, Seller shall have the Item 5
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46 right to schedule and deliver the Product to another ADI in order to satisfy its delivery obligations, in which case Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with Seller’s inability to deliver the Product as originally prescheduled. If Buyer fails to timely notify Seller of the unavailability of Firm Transmission, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface, and the provisions of Section 3D shall apply.

C. Timely Request for Firm Transmission Made by Buyer, Accepted by the Receiving Transmission Provider and not Purchased by Buyer. If Buyer’s Timely Request for Firm Transmission is accepted by the Receiving Transmission Provider but Buyer elects to purchase non-firm transmission rather than Firm Transmission to take delivery of the Product, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller’s delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four.

D. No Timely Request for Firm Transmission Made by Buyer, or Buyer Fails to Timely Send Buyer’s Rejection Notice. If Buyer fails to make a Timely Request for Firm Transmission or Buyer fails to timely deliver Buyer’s Rejection Notice, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller’s delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four.

4. Transmission.

A. Seller’s Responsibilities. Seller shall be responsible for transmission required to deliver the Product to the Designated Interface or ADI, as the case may be. It is expressly agreed that Seller is not required to utilize Firm Transmission for its delivery obligations hereunder, and Seller shall bear the risk of utilizing non-firm transmission.

If Seller’s scheduled delivery to Buyer is interrupted as a result of Buyer’s attempted transmission of the Product beyond the Receiving Transmission Provider’s system border, then Seller will be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for damages pursuant to Article Four.

B. Buyer’s Responsibilities. Buyer shall be responsible for transmission required to receive and transmit the Product at and from the Designated Interface or ADI, as the case may be, and except as specifically provided in Section 3A and 3B, shall be responsible for any costs associated with transmission therefrom. If Seller is attempting to complete the designation of an ADI as a result of Seller’s rights and obligations Item 5
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47 hereunder, Buyer shall co-operate reasonably with Seller in order to effect such alternate designation.

5. Force Majeure. An “Into” Product shall be subject to the “Force Majeure” provisions in Section 1.23.

6. Multiple Parties in Delivery Chain Involving a Designated Interface. Seller and Buyer recognize that there may be multiple parties involved in the delivery and receipt of the Product at the Designated Interface or ADI to the extent that (1) Seller may be purchasing the Product from a succession of other sellers (“Other Sellers”), the first of which Other Sellers shall be causing the Product to be generated from a source (“Source Seller”) and/or (2) Buyer may be selling the Product to a succession of other buyers (“Other Buyers”), the last of which Other Buyers shall be using the Product to serve its energy needs (“Sink Buyer”). Seller and Buyer further recognize that in certain Transactions neither Seller nor Buyer may originate the decision as to either (a) the original identification of the Designated Interface or ADI (which designation may be made by the Source Seller) or (b) the Timely Request for Firm Transmission or the purchase of other Available Transmission (which request may be made by the Sink Buyer). Accordingly, Seller and Buyer agree as follows:

A. If Seller is not the Source Seller, then Seller shall notify Buyer of the Designated Interface promptly after Seller is notified thereof by the Other Seller with whom Seller has a contractual relationship, but in no event may such designation of the Designated Interface be later than the prescheduling deadline pertaining to the Transaction between Buyer and Seller pursuant to Section 1.

B. If Buyer is not the Sink Buyer, then Buyer shall notify the Other Buyer with whom Buyer has a contractual relationship of the Designated Interface promptly after Seller notifies Buyer thereof, with the intent being that the party bearing actual responsibility to secure transmission shall have up to 30 minutes after receipt of the Designated Interface to submit its Timely Request for Firm Transmission.

C. Seller and Buyer each agree that any other communications or actions required to be given or made in connection with this “Into Product” (including without limitation, information relating to an ADI) shall be made or taken promptly after receipt of the relevant information from the Other Sellers and Other Buyers, as the case may be.

D. Seller and Buyer each agree that in certain Transactions time is of the essence and it may be desirable to provide necessary information to Other Sellers and Other Buyers in order to complete the scheduling and delivery of the Product. Accordingly, Seller and Buyer agree that each has the right, but not the obligation, to provide information at its own risk to Other Sellers and Other Buyers, as the case may be, in order to effect the prescheduling, scheduling and delivery of the Product
“Native Load” means the demand imposed on an electric utility or an entity by the requirements of retail customers located within a franchised service territory that the electric utility or entity has statutory obligation to serve.
“Non-Firm” means, with respect to a Transaction, that delivery or receipt of the Product may be interrupted for any reason or for no reason, without liability on the part of either Party.

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48 “System Firm” means that the Product will be supplied from the owned or controlled generation or pre-existing purchased power assets of the system specified in the Transaction (the “System”) with non-firm transmission to and from the Delivery Point, unless a different Transmission Contingency is specified in a Transaction. Seller’s failure to deliver shall be excused: (i) by an event or circumstance which prevents Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Seller; (ii) by Buyer’s failure to perform; (iii) to the extent necessary to preserve the integrity of, or prevent or limit any instability on, the System; (iv) to the extent the System or the control area or reliability council within which the System operates declares an emergency condition, as determined in the system’s, or the control area’s, or reliability council’s reasonable judgment; or (v) by the interruption or curtailment of transmission to the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Seller’s performance. Buyer’s failure to receive shall be excused (i) by Force Majeure; (ii) by Seller’s failure to perform, or (iii) by the interruption or curtailment of transmission from the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Buyer’s performance. In any of such events, neither party shall be liable to the other for any damages, including any amounts determined pursuant to Article Four.
“Transmission Contingent” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is unavailable or interrupted or curtailed for any reason, at any time, anywhere from the Seller’s proposed generating source to the Buyer’s proposed ultimate sink, regardless of whether transmission, if any, that such Party is attempting to secure and/or has purchased for the Product is firm or non-firm. If the transmission (whether firm or non-firm) that Seller or Buyer is attempting to secure is from source to sink is unavailable, this contingency excuses performance for the entire Transaction. If the transmission (whether firm or non-firm) that Seller or Buyer has secured from source to sink is interrupted or curtailed for any reason, this contingency excuses performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of “Force Majeure” in Article 1.23 to the contrary. “Unit Firm” means, with respect to a Transaction, that the Product subject to the Transaction is intended to be supplied from a generation asset or assets specified in the Transaction. Seller’s failure to deliver under a “Unit Firm” Transaction shall be excused: (i) if the specified generation asset(s) are unavailable as a result of a Forced Outage (as defined in the NERC Generating Unit Availability Data System (GADS) Forced Outage reporting guidelines) or (ii) by an event or circumstance that affects the specified generation asset(s) so as to prevent Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, and which is not within the reasonable control of, or the result of the negligence of, the Seller or (iii) by Buyer’s failure to perform.

In any of such events, Seller shall not be liable to Buyer for any damages, including any amounts determined pursuant to Article Four.

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49 EXHIBIT A

MASTER POWER PURCHASE AND SALE AGREEMENT

CONFIRMATION LETTER
This confirmation letter shall confirm the Transaction agreed to on ___________, ___ between __________________________ (“Party A”) and _____________________ (“Party B”) regarding the sale/purchase of the Product under the terms and conditions as follows:

Seller:

Buyer:

Product:
[] Into _________________, Seller’s Daily Choice
[] Firm (LD)
[] Firm (No Force Majeure)
[] System Firm
(Specify System: )
[] Unit Firm
(Specify Unit(s): )
[] Other
[] Transmission Contingency (If not marked, no transmission contingency) [] FT-Contract Path Contingency [] Seller [] Buyer
[] FT-Delivery Point Contingency [] Seller [] Buyer
[] Transmission Contingent [] Seller [] Buyer
[] Other transmission contingency
(Specify: )
Contract Quantity:

Delivery Point:

Contract Price:

Energy Price:

Other Charges:

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50 Confirmation Letter