Port Hueneme City Council
July 20, 2026

All three proposals do not include the repairs or replacement of inverter, battery bank, or panel failure. Due to the high possibility of unforeseen repairs, staff is recommending allocating an additional $30,000 to cover unforeseen repairs for the duration of the contract.

Staff has reviewed all three (3) proposals received and recommends awarding a three (3) year Service Contract to Motive Energy in the amount of $29,885.70.

FISCAL IMPACT:

Funds for Cleaning, Monitoring and Preventative Maintenance of the Solar Panels were included in the FY 2026/27, Account No. 101-780-5212 Contract Services.

STRATEGIC PLAN:

Primary Strategic Pillar(s) and Initiative(s):

Optimal Levels of Service for Residents and Businesses
• Promote operational excellence in all City functions and embody best practices as a municipality
• Establish desired service levels for all City functions ATTACHMENTS:

A. City Hall Canopy Layout
B. Public Woks Canopy Layout
C. Community Center Canopy Layout
D. Coldwell Energy Proposal
E. Motive Energy Proposal
F. Opterra Energy Proposal
G. Motive Contract
H. Quotation Evaluation
Agenda Item No. 07 Page 2 of 47 CC Agenda 07-20-2026

POLICE DEPARTMENT CANOPY
144 MODULES
Attachment A
Agenda Item No. 07 Page 3 of 47 CC Agenda 07-20-2026

CITY HALL ROOFTOP
72 TOTAL MODULES
Agenda Item No. 07 Page 4 of 47 CC Agenda 07-20-2026

NO PARKING
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP
18" TJI35 @ 32" OC, TYP 5 1/8" x 24" GLB 5 1/8" x 24" GLB 5 1/8" x 24" GLB 5 1/8" x 24" GLB 5 1/8" x 24" GLB 5 1/8" x 24" GLB 5 1/8" x 24" GLB 5 1/8" x 24" GLB 5 1/8" x 24" GLB 5 1/8" x 24" GLB 5 1/8" x 24" GLB 5 1/8" x 24" GLB BRBRBR BRBRBR BRBRBR BRBRBR BRBRBR BRBRBR BRBRBR BRBRBR ENGIE SERVICES U.S. Prepared by: PUBLIC WORKS 700 E PORT HUENEME RD PORT HUENEME, CA 93041 SCALE: PV ROOF MOUNT LAYOUT 1"=10' PUBLIC WORKS ROOFTOP SOLAR 90 TOTAL MODULES 5° TILT 180° AZIMUTH PANEL TILT 4'-0" FIRE CLEARANCE LEGEND ZEE PURLIN SOLAR RACK AT 5'-4" MAX, SEE DETAIL 1/S2.0 SEISMIC BRACE, SEE DETAIL 2/S2.0 BR SOLAR MODULE CS3U-375MS, (90) TOTAL 5'-4" TYP S2.0 1 4'-0" FIRE CLEARANCE
7'-0" TYP
2'-0" MIN
6'-6" RIDGE HEIGHT 16'-10"± 1S1. PV ROOF MOUNT LAYOUT 1/4:12 ROOF SLOPE 1/4:12 ROOF SLOPE 5'-4" TYP 7'-0" TYP 5'-4" TYP7'-0" TYP 5'-4" TYP
7'-0" TYP 2'-9" MAX 3'-5" MAX 3'-5" MAX 2'-9" 3'-2" MAX MAX 4'-0" MIN 4'-0" MIN
8'-6"± S2.0 2 3'-5" MAX 18'-6" Attachment B
Agenda Item No. 07 Page 5 of 47 CC Agenda 07-20-2026

X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 4x10 RAFTER @ 36" OC, TYP 4x10 RAFTER @ 36" OC, TYP 4x10 RAFTER @ 36" OC, TYP 4x10 RAFTER @ 36" OC, TYP 4x10 RAFTER @ 36" OC, TYP 4x10 RAFTER @ 36" OC, TYP 4x10 RAFTER @ 36" OC, TYP 4x10 RAFTER @ 36" OC, TYP 12" TJI35 @ 16" OC, TYP BR BRBRBR BRBR BR BRBR BRBR BRBRBR ENGIE SERVICES U.S. Prepared by: COMMUNITY CENTER 550 PARK AVENUE PORT HUENEME, CA 93041 SCALE: PV ROOF MOUNT LAYOUT 1"=10' COMMUNITY CENTER ROOFTOP SOLAR 69 TOTAL MODULES 5° TILT 157° AZIMUTH PANEL TILT 4'-0" FIRE CLEARANCE LEGEND ZEE PURLIN SOLAR RACK AT 6'-0" AND 6'-8" OC, SEE DETAILS 1 AND 2/S2.0 SOLAR RACK BRACE, SEE DETAIL 3, S2.0 BR CANADIAN SOLAR MODULE (CS3U-375MS) 6'-8" TYP 4'-0" FIRE CLEARANCE S2.0 2 8'-0"
4'-0" FIRE CLEARANCE
4'-0" FIRE CLEARANCE
8'-0" 6'-0" 6'-8" TYP
8'-0" 6'-0" 6'-0" 2'-0" MIN
6'-6"
2'-0" MIN
6'-6" 2'-0" MIN
6'-6" ROOF HEIGHT 11'-6"± ROOF HEIGHT 16'-0"± S1.1 PV ROOF MOUNT LAYOUT 2'-10" ARRAY 1 LOWER ROOF 30 MODULES ARRAY 2A UPPER ROOF 24 MODULES ARRAY 2B UPPER ROOF 15 MODULES S2.0 1 3'-4" MAX 8'-0" 3'-0" MAX
8'-0"
8'-0" 8'-0" 8'-0" 8'-0" Attachment C
Agenda Item No. 07 Page 6 of 47 CC Agenda 07-20-2026

COLDWELL ENERGY
Solar Operations & Maintenance
O&M Services Proposal
City of Port Hueneme
Coldwell Energy | Solar O&M Services | Confidential Page Solar Photovoltaic
Operations & Maintenance Services Proposal
Prepared for: City of Port Hueneme, CA
Prepared By Coldwell Energy
Prepared For City of Port Hueneme
Portfolio Three (3) municipal solar PV sites
Total Portfolio Size 375 modules | 142.48 kW DC
Module Manufacturer Canadian Solar — CS3U-380MS
Effective Date Upon Execution
Contract Term Open (annual renewal)

1. Executive Summary
Coldwell Energy proposes to provide comprehensive solar photovoltaic operations and maintenance (O&M) services for the City of Port Hueneme's portfolio of three municipal solar installations. These systems were designed and built by others; Coldwell Energy will perform O&M as an independent service provider with full familiarity of the installed equipment.

The portfolio encompasses 375 Canadian Solar CS3U-380MS modules totaling 142.48 kW DC across three sites, utilizing SolarEdge single-phase and three-phase inverter platforms with power optimizer MLPE at two sites, and CHNT Power three-phase string inverters with Tigo TS4-A-F rapid shutdown devices at City Hall. All systems are grid-tied and interconnected under applicable California utility tariffs.

Coldwell Energy's O&M program is designed to maximize system uptime, protect the City's solar investment, and provide transparent reporting through a structured preventive maintenance schedule, remote monitoring oversight, and rapid corrective response. Pricing is structured as a fixed annual fee per site plus time-andmaterials corrective maintenance, providing the City with cost certainty for planned services and fair, transparent billing for unplanned events.

2. Site Inventory & Equipment Summary
The following table summarizes the installed equipment at each site as documented in the original construction submittals:

Site Address DC Array Inverter(s) MLPE / Optimizer
City Hall / Police Dept. 250 N. Ventura Rd 82.08 kW DC | 216 mod.
1x CPS 60KTL |
1x CPS 25KTL
Tigo TS4-A-F (shutdown)
Attachment D
Agenda Item No. 07 Page 7 of 47 CC Agenda 07-20-2026

COLDWELL ENERGY
Solar Operations & Maintenance
O&M Services Proposal
City of Port Hueneme
Coldwell Energy | Solar O&M Services | Confidential Page Community Center 550 Park Ave 26.20 kW DC |
69 mod.
2x SE10000HUS (1-ph)SolarEdge P370 (MPPT)
Public Works Dept. 700 E Port
Hueneme Rd

34.20 kW DC |
90 mod.
2x SE14.4K-US
(3-ph 208V)
SolarEdge P850 (MPPT)
Portfolio Total 142.48 kW DC |
375 modules
3 Sites | 2 Inverter Platforms

3. Scope of O&M Services

3.1 Remote Monitoring & Performance Management
Coldwell Energy will maintain continuous remote monitoring of all inverter systems utilizing the manufacturerprovided monitoring platforms (SolarEdge Monitoring Portal for Community Center and Public Works; CPS monitoring for City Hall). Monitoring activities include:
• Daily review of production data and system-level performance against expected generation baselines • Alert triage for inverter faults, communication failures, and MPPT anomalies • Monthly generation reporting with site-level kWh production, uptime, and performance ratio • Proactive identification of underperforming strings or modules using optimizer-level data (SolarEdge sites) • Coordination with utility and/or City staff for outages not attributable to the PV system

3.2 Preventive Maintenance — Annual Site Visit
Each site will receive a minimum of one (1) scheduled preventive maintenance visit per contract year. The PM scope includes:

Electrical & Inverter Inspection:
• Visual inspection of all inverters, disconnect switches, and combiner equipment • Verification of inverter operating parameters against nameplate ratings • Inspection of AC and DC wiring terminations for signs of heat damage, corrosion, or loosening • Torque verification of accessible electrical connections per manufacturer specifications • Confirmation of MLPE/optimizer communication and rapid shutdown functionality (Tigo TS4-A-F at City Hall; SolarEdge optimizers at CC and PW)
• Verification of arc fault protection and rapid shutdown system activation • Cleaning of inverter air intakes and heat sink surfaces as applicable (CPS units) Mechanical & Structural:
• Visual inspection of all racking, mounting hardware, and module frames for corrosion, loosening, or physical damage
• Torque check of accessible racking fasteners per manufacturer specifications • Inspection of roof penetrations, flashing, and seals at rooftop sites (Community Center, Public Works, City Hall-RT)
• Inspection of carport canopy structure for visible damage or deflection (City Hall-CP) • Module cleanliness assessment with cleaning recommendation provided in maintenance report Safety & Compliance:
• Confirmation of all required NEC 2017 labeling is present and legible Agenda Item No. 07 Page 8 of 47 CC Agenda 07-20-2026

COLDWELL ENERGY
Solar Operations & Maintenance
O&M Services Proposal
City of Port Hueneme
Coldwell Energy | Solar O&M Services | Confidential Page • Verification of rapid shutdown compliance at all sites • Documentation of any observed code compliance concerns for City review Reporting:
• Written maintenance report delivered within 10 business days of each site visit, including findings, photographs, corrective action items, and recommendations

3.3 Corrective Maintenance
Corrective maintenance — defined as any unplanned repair required to restore system operation following a fault, equipment failure, or damage event — is provided on a time-and-materials basis. Coldwell Energy will:
• Respond to inverter or system fault alerts within one (1) business day of identification via remote monitoring
• Provide written scope and cost estimate to the City prior to dispatch for any corrective work exceeding $500
• Prioritize restoration of revenue-generating operation, with target corrective response to site within five (5) business days of City authorization
• Coordinate manufacturer warranty claims on behalf of the City for equipment covered under original warranty (Canadian Solar CS3U modules, SolarEdge inverters/optimizers, CPS inverters)

3.4 Warranty Coordination & Vendor Management
Coldwell Energy will serve as the City's single point of contact for all O&M-related equipment warranty claims and vendor communications, including:
• Canadian Solar module warranty claims (25-year power warranty, 10-year product warranty) • SolarEdge inverter warranty coordination (12-25 year warranty per original submittal) • SolarEdge power optimizer warranty (25 years)
• CPS inverter warranty coordination (10-year standard, extensions available to 20 years) • Tigo TS4-A-F warranty coordination

3.5 Services Not Included
The following are outside the scope of this proposal and would be addressed separately:
• Module washing / array cleaning (available as an add-on service — see Section 5) • Structural engineering assessments or roof condition evaluations • Utility interconnection changes, NEM tariff modifications, or utility coordination unrelated to system faults • Damage resulting from vandalism, theft, natural disaster, or force majeure events • System modifications, upgrades, or additions
• Electrical work outside the solar system boundary (upstream of the AC point of interconnection)

Agenda Item No. 07 Page 9 of 47 CC Agenda 07-20-2026

COLDWELL ENERGY
Solar Operations & Maintenance
O&M Services Proposal
City of Port Hueneme
Coldwell Energy | Solar O&M Services | Confidential Page

4. Pricing Schedule
Preventive maintenance is priced as a fixed annual fee per site, billed annually in advance. Corrective maintenance is billed on a time-and-materials basis per the rates below. All pricing is in USD.

City Hall / Police Department — 250 N. Ventura Rd | 82.08 kW DC | 216 Modules Service Frequency Unit Annual Fee
Remote Monitoring & Performance
Reporting
Continuous /
Monthly
Portfolio Included
Annual Preventive Maintenance Visit
(2 systems: CP + RT)
1× per year Per visit $1,900
Maintenance Report Annual Per report Included
Warranty Coordination & Vendor
Management
As needed Portfolio Included
City Hall Annual Fixed Fee $4,700 / year
Community Center — 550 Park Ave | 26.20 kW DC | 69 Modules Service Frequency Unit Annual Fee
Remote Monitoring & Performance
Reporting
Continuous /
Monthly
Portfolio Included
Annual Preventive Maintenance Visit 1× per year Per visit $1,100 Maintenance Report Annual Per report Included
Warranty Coordination & Vendor
Management
As needed Portfolio Included
Community Center Annual Fixed Fee $2,800 / year
Public Works Department — 700 E Port Hueneme Rd | 34.20 kW DC | 90 Modules Service Frequency Unit Annual Fee
Remote Monitoring & Performance
Reporting
Continuous /
Monthly
Portfolio Included
Annual Preventive Maintenance Visit 1× per year Per visit $1,300 Maintenance Report Annual Per report Included
Warranty Coordination & Vendor
Management
As needed Portfolio Included
Public Works Annual Fixed Fee $3,200 / year

4.1 Corrective Maintenance — Time & Materials Rates
Agenda Item No. 07 Page 10 of 47 CC Agenda 07-20-2026

COLDWELL ENERGY
Solar Operations & Maintenance
O&M Services Proposal
City of Port Hueneme
Coldwell Energy | Solar O&M Services | Confidential Page Rate Category Rate
Field Technician Labor — Regular Hours (M–F, 7am–
5pm)
$125 / hour (2-hour minimum)
Field Technician Labor — Overtime / Weekend $185 / hour Senior Technician / Electrical Specialist $165 / hour
Mobilization / Travel (sites within Port Hueneme) $75 / trip Materials & Parts Cost + 15%
Subcontracted Services (crane, specialty) Cost + 10%

4.2 Optional Add-On Services
Add-On Service Pricing
Module Washing / Array Cleaning (per site) $0.75 / module (minimum $150/visit) Additional Scheduled PM Visit $450–$750 / visit depending on site Thermographic (Infrared) Inspection Quote upon request
I-V Curve Tracing / Performance Validation Quote upon request Enhanced Monthly Reporting Package $150 / month (portfolio) The portfolio annual fee reflects the sum of each site’s independently priced fixed-fee scope:

PORTFOLIO TOTAL — Annual Fixed O&M Fee (3 Sites) $10,700 / year

5. General Terms & Conditions
Contract Term Open term, renewable annually. Either party may terminate with thirty (30) days written notice.

Billing Annual fixed fee invoiced at commencement of each contract year.

Corrective T&M invoiced monthly upon completion.

Payment Terms Net 30 days from invoice date.

Price Escalation Annual fixed fees may escalate by up to 3% per year upon written notice provided no less than 60 days prior to renewal.

Access City shall provide Coldwell Energy and its representatives with reasonable access to all sites and monitoring system credentials as needed to perform services.

Equipment Warranties Coldwell Energy will coordinate but does not guarantee outcomes of thirdparty manufacturer warranty claims. Warranty parts replacement labor is billable at T&M rates unless otherwise agreed.

Agenda Item No. 07 Page 11 of 47 CC Agenda 07-20-2026

COLDWELL ENERGY
Solar Operations & Maintenance
O&M Services Proposal
City of Port Hueneme
Coldwell Energy | Solar O&M Services | Confidential Page Force Majeure Coldwell Energy shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, grid outages, or vandalism.

Insurance Coldwell Energy maintains commercial general liability insurance ($1M per occurrence / $2M aggregate), umbrella/excess liability ($5M per occurrence / $5M aggregate), automobile liability ($1M CSL), and workers' compensation as required by California law. Certificates available upon request.

Limitation of Liability Coldwell Energy's aggregate liability under this agreement shall not exceed the total annual fixed fees paid in the preceding twelve (12) months.

Governing Law This agreement shall be governed by the laws of the State of California.

6. Proposal Acceptance
This proposal is valid for sixty (60) days from the date of issue. To accept, please sign below and return a copy to Coldwell Energy. A formal O&M Services Agreement will be issued upon acceptance for execution.

Coldwell Energy
Authorized Signature
Name / Title
Date
City of Port Hueneme
Authorized Signature
Name / Title
Date
DISCLAIMER: This proposal is based on publicly available equipment submittals and is subject to revision following Coldwell Energy's on-site assessment of existing system conditions. Pricing assumes systems are in functional operating condition at commencement of services. Any pre-existing deficiencies identified during onboarding assessment will be documented and addressed separately under corrective T&M rates or by separate written proposal.

Agenda Item No. 07 Page 12 of 47 CC Agenda 07-20-2026
Thank you for your business!
Corporate Address:
17260 Newhope Street
Fountain Valley, CA 92708
E: [email protected]
P: 833-349-4666
Solar Panel Cleaning, Preventative Maintenance & Monitoring Agreement To Salesperson Estimate # Date
Blanca Smith Nicholas Heinen 021426017 05/27/26
City of Port Hueneme
250 N Ventura Rd, Port Hueneme, CA
93041
(805)-986-6540
Description of Work
Panel Cleaning
✓ Eco-friendly deionized water
✓ Specifically designed brushes for
cleaning solar panels
✓ Remove dirt, grime, pollen, ash and
bird droppings which reduce
production & cause microcracks
✓ Restore of up to 25% of lost
production
✓ Helps maintain service life &
warranty of your solar system
Visual Inspection
✓ Inspect glass surfaces for
damage
✓ Check ballasts, blocks&anchor
points
✓ Check racking for signs of
damage
✓ Look for loose wires&
connections
✓ Look for damage caused by
birds, squirrels, etc.
✓ Inspectinverters for error
codes
System Monitoring
✓ Monitoring of your
solar inverter
production
✓ Our network operations
center identifies issues early
✓ We dispatch technicians
to troubleshoot, estimate
& conduct necessary
repairs
✓ Detect problems in advance
of receiving increased utility
bills
✓ Maximize uptime & savings
Details Type Quantity Cleaning
(each visit)
Preventative
Maintenance
Monthly
Monitoring
Rooftop/Carport
Panels 375 $2,400 $1,800
Inverters 6 $240
*Note: 5% escalation a year for Cleaning and Preventative maintenance services * not including equipment rental
Panel Cleaning will take place 2 times per year starting the month following the date below.

Notes: Panel cleaning and preventative maintenance will be invoiced upon completion. Monitoring will be invoiced monthly in advance. Monitoring assumes existing and functional equipment and internet service.

Repairs, troubleshooting and service requests will be estimated/invoiced at current Motive Energy published labor rates.

The Agreement shall remain in place, unless either party provides written notice of cancellation at least thirty (30) days prior to the end of the then-current term.

Authorized by Printed Name Date
Attachment E
Agenda Item No. 07 Page 13 of 47 CC Agenda 07-20-2026
Thank you for your business!
Site Details
Address: 250 N Ventura, Port Hueneme CA 93041 (City Hall/Police Department) Modules: 216
Inverters: 2 SolarEdge
Installation type: Rooftop + Carport
Address: 700 E. Port Hueneme Rd, Port Hueneme CA 93041 (Public Works) Modules: 90
Inverters: 2 SolarEdge
Installation type: Rooftop
Address: 550 Park Ave, Port Hueneme, CA 93041 (Community Center/Library) Modules: 69
Inverters: 2 SolarEdge
Installation type: Rooftop
Preventative Maintenance Services
Agenda Item No. 07 Page 14 of 47 CC Agenda 07-20-2026
Thank you for your business!
Solar Array Inspection and Maintenance
Frequency Activity
Annual
1- Test system, including string-level open-circuit voltage and DC operating amperage tests.

Annual
2- Visually check AC and DC disconnect torque marks and re-tighten wiring connections to equipment design specifications.

Annual
3- Remove any materials (e.g., debris, trash, animal nests, etc.) that may be found on and under the PV array modules, obstructing airflow and creating possible fire hazards, damage or loss of PV production. Repairs to damaged equipment or premises caused by animals are excluded from the scope of Solar Maintenance Services and shall be an Additional Service for purposes of this agreement.

Annual
4- Inspect PV system- related roof penetrations to ensure flashings and/or sealant are applied properly and not degrading. Apply sealant or contact roofer, as necessary.

Annual
5- Inspect array mounting structure, wire and conduit runs, and other physical components for tightness, wear and damage.

Annual
6- Check and recommend trimming or removal of any vegetation near PV array and inverter which might adversely impact their operation.

Annual 7- Each Solar Array inspection shall include visual inspection and evaluation of site conditions for areas of concern, safety, preventative maintenance and items or conditions impacting PV reliability and production / output.

Inverter Inspection and Maintenance
Frequency Activity
Annual
1- Perform a complete visual inspection of the equipment (including major components, subassemblies, wiring harnesses and electrical contracts for signs of abrasions).

Annual 2- Visually inspect inverter power capacitators for signs of damage.

Annual
3- Check appearance and clean, as required by manufacturer, the inverter enclosure, ventilation system and insulated surfaces.

Annual 4- Check for corrosion and clean as required by manufacturer, all terminals and cables.

Annual
5- Check torque on appropriate internal electrical terminals, connectors and bolts and adjust, as required by manufacturer.

Annual 6- Check all fuses in inverters and combiner boxes for continuity or signs of heating.

Annual 7-Check the condition of both the AC and DC surge suppressors, if installed.

Annual 8-Check the operation of allsafety devices (including, without limitation, E-stops, door switches, GFDI's)
Annual 12-Inspect, clean and replace inverter air filter elements.

Annual 13-Clean and remove dust from inverter heat sinks Annual
14-Check all external equipment securement nuts, bolts and screws for tightness and heat discoloration.

Annual
15-Measure and record phase-to-phase and phase-to-neutral output voltages and currents.

Annual 16- Perform Inverter Preventative Maintenance according to manufacturer’s stated maintenance plan & requirements
Agenda Item No. 07 Page 15 of 47 CC Agenda 07-20-2026
Thank you for your business!
Reporting, Safety, Information/Records
& Warranty Assistance
Frequency Activity
As
required
1 – System warranty claims and administration to be supported and coordinated by O&M provider. Time & Material fees may apply for labor associated with 3rd party warranty component replacement. Use commercially reasonable efforts to secure and enforce warranties for materials and services purchased.

Per
Inspection
2 – Each Solar Array inspection shall include a written inspection report provided to Owner promptly following completion of the inspection visit identifying current site conditions, work completed while on site, and any recommended site activities or work.

Written inspection report to be provided no less than annually.

Per
Inspection
3 - Performance Report to be provided along with Site Inspection Report.

Performance report to provide a review of production over the previous 12-month period against system models and weather data. Written performance report to be provided no less than annually.

At all
times /
continual
4- Taking of reasonable safety and other precautions consistent with the Standard of Performance, to protect persons and property from damage, or injury arising out of the performance of the Solar Maintenance Services and any Additional Services.

At all
times /
continual
5- Providing Owner with access (including electronic access) to all documents, data, information and records that relate to operation and maintenance of the System; other than to O&M Provider’s proprietary or legally privileged information and personnel information which does not relate to the System or its maintenance or operation. O&M Provider maintaining reasonable records relating to the Solar Maintenance Services and any Additional Services.

Agenda Item No. 07 Page 16 of 47 CC Agenda 07-20-2026
Attachment F

Version: June 2025
DIR Project Registration # _ _ _ _ _ _
OPTERRA Project #: _ _ _ _ _ -_ _ _
OPTERRA Contract # R _______
Term: 05/01/2026 – 04/30/2031

OPERATION & MAINTENANCE AGREEMENT
DRAFT DATED 5/30/2026
This OPERATION & MAINTENANCE AGREEMENT (this “Agreement”) is made and entered into as of [⚫] by and between OPTERRA Energy Services, LLC, a Delaware limited liability company, with California State Contractor’s License Number 995037 (“OPTERRA”), and City of Port Hueneme (“Customer” and together with OPTERRA the “Parties” and each of Customer and OPTERRA a “Party”).

RECITALS
WHEREAS, OPTERRA is a full-service energy services company with the technical capabilities to provide services to Customer including, but not limited to, maintenance of Generating Facilities (as defined below); and WHEREAS, OPTERRA has agreed to maintain the Generating Facilities on the terms and subject to the conditions of this Agreement;
NOW, THEREFORE, Customer and OPTERRA hereby agree as follows:

ARTICLE 1. DEFINITIONS
For purposes of this Agreement and its Attachments, defined terms will have the following meanings:
“Abnormally Severe Weather Conditions” means typhoons, hurricanes, tornadoes, lightning storms and other climatic and weather conditions that are abnormally severe for the period of time when, and the area where, such storms or conditions occur, in each case occurring at a property, the access roads to a property, or any other location where O&M Services are then being performed. For the avoidance of doubt, the term “Abnormally Severe Weather Conditions” specifically includes rain, snow or sleet in excess of one hundred fifty percent (150%) of the median level over the preceding ten (10) year period for the local geographic area and time of year in which such rain, snow or sleet accumulates.
“Agreement” is defined in the Preamble, and includes all Attachments hereto (all of which are incorporated herein), as well as all amendments, restatements, supplements and other modifications hereto. “Annual O&M Fee” means a fee payable annually in advance by Customer to OPTERRA, in consideration of the provision of O&M Services. The Annual O&M Fee for the first O&M Period will be as stated in the below payment Schedule.

Payment Schedule:

Year PV O&M / Monitoring
Services
1 $11,468
2 $12,041
3 $12,643
4 $13,275
5 $13,939
Agenda Item No. 07 Page 17 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025
“Applicable Law” means any statute, law, treaty, building code, rule, regulation, ordinance, code, enactment, injunction, writ, order, decision, authorization, judgment, decree, protocol, procedure or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, as may be in effect at the time the O&M Services are undertaken.
“Applicable Permits” means all permits, approvals, inspections and certifications required to be issued by any Governmental Authority in connection with the O&M Services. “Arbitration Rules” is defined in ARTICLE 9.
“Customer” is defined in the Preamble.
“Dispute” is defined in ARTICLE 9.
“OPTERRA” is defined in the Preamble.
“Force Majeure” means acts or events that are beyond the reasonable control of the affected Party and not caused by the negligence or fault of the Party affecting, including but not limited to any of the following: (i) acts of God; (ii) acts of the public enemy or terrorist acts; (iii) relocation or construction of transmission facilities or the shutdown of such facilities for the purpose of necessary repairs; (iv) work by local utility; (v) flood, earthquake, tornado, storm, fire, explosions, lightning, landslide or similar cataclysmic occurrence; (vi) sabotage, vandalism, riots or civil disobedience; (vii) labor disputes or strikes; (viii) labor or material shortages, delay in manufacturing and deliveries of equipment and supply chain disruptions (if such delay is caused by an event that would otherwise constitute Force Majeure); (ix) restraint by court order or public authority (whether valid or invalid); (x) inability to obtain or keep in force any Applicable Permit; (xi) epidemic or pandemic; (xii) Abnormally Severe Weather Conditions; (xiii) an annual level of direct beam solar resource availability that is less than or equal to 90% of historical averages as measured by long-term weather data (minimum 5 years) collected at the applicable Project Location and/or other reliable calibrated and appropriate weather station representative of such Project Location; (xiv) requirement by utility that any Generating Facility discontinue operation for any reason; (xv) appropriation or diversion of electricity by sale or order of any Governmental Authority; (xvi) any other action by any Governmental Authority which prevents or inhibits the Parties from carrying out their respective obligations under this Agreement (including an unstayed order of a court or administrative agency having the effect of subjecting the sales of energy output to federal or state regulation of prices and/or services); or (xvii) any utility power outage at any Project Location. “Generating Facility” means each photovoltaic, solar powered generating facility located at a Project Location, and includes all associated photovoltaic panels, mounting assemblies, inverters, converters, metering, lighting fixtures, transformers, ballasts, disconnects, combiners, switches, wires and other equipment that may be necessary to connect such solar power plant to the applicable utility meter. “Governmental Authority” means any federal, state, regional, town, county, city, municipal or local government agency, department or regulatory body having jurisdiction under Applicable Law over the matter in question. “Hazardous Substances” means (i) any hazardous, toxic, or dangerous wastes, substances, chemicals, constituents, contaminants, pollutants, and materials and any other carcinogenic, liquids, corrosive, ignitable, radioactive, reactive, toxic, or otherwise hazardous substances or mixtures (whether solids, liquids, gases) now or at any time subject to regulation, control, remediation, or otherwise addressed under Applicable Laws; (ii) any “hazardous substance” as defined by the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.), as amended, and regulations promulgated thereunder; (iii) any “hazardous, toxic or dangerous waste, substance or material” specifically defined as such in 42 U.S.C. §9601 et seq.), as amended and regulations promulgated thereunder; and (iv) any hazardous, toxic or dangerous waste, substance, or material as defined in any so-called “superfund” or “superlien” law.
“Interest” means interest calculated at the lesser of (i) the prime rate plus two percent (2%) or (ii) the maximum rate permitted by Applicable Law. The “prime rate” will be “Prime Rate” of interest per annum for domestic banks as published in The Wall Street Journal in the “Money Rates” section. “O&M Commencement Date” means the first day of the month immediately following the later of (i) the full execution of this Agreement, and (ii) OPTERRA’s receipt of the Annual O&M Fee for the first O&M Period. “O&M Period” means each one-year period following the O&M Commencement Date. “O&M Services” means the maintenance services to be performed by OPTERRA in accordance with the terms and subject to the conditions of this Agreement.
“Party” and “Parties” are defined in the Preamble.
“Project Location” means that area or areas where the Generating Facilities are installed, as set forth in Attachment A.
“Term” is defined in Section 2.02.

Agenda Item No. 07 Page 18 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025
ARTICLE 2. ANNUAL O&M FEE; TERM
Section 2.01 The Annual O&M Fee for the first O&M Period will be invoiced by OPTERRA to Customer in a lump sum upon the execution of this Agreement. All subsequent Annual O&M Fees will be invoiced by OPTERRA on the first day of the corresponding O&M Period. The Customer, or its designee, will pay OPTERRA the Annual O&M Fee, without any retention amount withheld, within thirty (30) calendar days after its receipt of the corresponding invoice.

Unless Customer gives OPTERRA prior written notice of its intent to terminate the O&M Services, any failure to timely pay the Annual O&M Fee in accordance with this Agreement will be a material default by Customer hereunder, and OPTERRA, in addition to any other legal, contractual and equitable remedies available to it, will have no obligation thereafter to provide O&M Services. Any amount not paid when due will, from and after the due date, bear Interest.

Accrued and unpaid Interest on past due amounts (including Interest on past due Interest) will be due and payable upon demand. The Annual O&M Fee is not refundable for any reason.

Section 2.02 So long as Customer pays to OPTERRA the Annual O&M Fee, OPTERRA will provide the O&M Services with respect to the Generating Facilities at the Project Locations, all as described in this Agreement, for up to five (5) years (the “Term”) from the O&M Commencement Date on an annualized basis.

Section 2.03 If (i) Customer notifies OPTERRA in writing of its intent to terminate the O&M Services, or (ii) Customer is in default of any of its obligations under this Agreement (including its obligation to pay the Annual O&M Fee), the obligation of OPTERRA to provide the O&M Services will also be terminated.

ARTICLE 3. MAINTENANCE SERVICES
Section 3.01 OPTERRA will provide the following O&M Services during the term:
(a) Inspection: Inspect PV modules, combiner boxes, inverters, isolation transformers, and PV service roof penetrations and support structure on an annual basis. (b) Testing: Perform voltage testing, amperage testing, and infrared scans of inverters, combiner boxes, disconnects and switchgear on an annual basis.
(c) Monitoring: Monitor system performance on a daily basis. (i) System performance is evaluated by comparing actual production data and actual local weather data to the production values predicted by PVsyst modeling software. These evaluations are performed monthly; greater-than-predicted degradations may indicate the need for further inspection and possible recommendation for panel washing. (ii) Reporting: A web portal will be provided for users to view and download solar production data. A monthly email report showing production for the month, production year to date, and monthly percent of expected production.
(d) Cleaning:
(i) Remove dust, dirt, and debris from outside cabinets of combiner boxes, inverters, transformers, and disconnect switches on an annual basis. (ii) Wash PV modules and remove accumulated dust and debris on an annual basis.

Section 3.02 Repair O&M Services. If a Generating Facility is damaged and requires safe-off, repair, demolition and/or reconstruction, or otherwise requires repair outside of warranty or outside of the Maintenance Services described in Section 3.01, Customer must contact the OPTERRA PV Operations & Maintenance Manager and submit a request for quotation. OPTERRA will inspect the damage and provide a written quotation and complete scope of work to Customer to restore the Generating Facility to normal operational condition. Before proceeding with repairs, OPTERRA and Customer must execute a Work Order, on OPTERRA’s form, a sample of which is attached hereto as Attachment B, for the agreed scope of work and quotation amount. Quotations for repair work are calculated on a time and materials basis. Standard Business Hours are M-F, 7am to 5pm. Non-business Hours & Saturdays equals 1.5x Rates. Sundays & Holidays equals 2.0x Rates.

Labor Category Straight Time
Hourly Rate – PV Electrical Journeyman Technician1 $/hr. County Labor Rate
Hourly Rate – PV Electrical Apprentice Technician1 $/hr. County Labor Rate
Hourly Rate – Senior PV Tech/Commissioning2 $/hr. $189.00 Hourly Rate – Engineering2 $/hr. $185.00
Agenda Item No. 07 Page 19 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025
Hourly Rate - Project Management 2 $/hr. $283.00
Hourly Rate – Administrative2 $/hr. $108.00
Mileage $/Mi $1.05
Material mark-up % % 15%
Lift rental fee $
Current
Market Price
1Trade Hourly rate will be adjusted based on the current year of the local prevailing wage determination plus Burden, requirement for either travel or subsistence and lodging, and markup for services being requested.
2Escalated according to an inflation rate to the year in which service will occur .

Section 3.03 Upon completion of any maintenance or repair work, OPTERRA will update service logs detailing the work performed, location and any notes relevant to safe and efficient operations. These service logs will be compiled and submitted to Customer on a semi-annual basis.

ARTICLE 4. O&M SERVICES AND EQUIPMENT TO BE COVERED BY CUSTOMER Section 4.01 OPTERRA’s obligations under this Agreement are expressly conditioned upon Customer’s payment of the Annual O&M Fee and providing and being responsible for the following, without cost to OPTERRA:
(i) Timely reporting of, and permitting timely repair of, Generating Facilities damaged by District Persons or third parties, including damage resulting from parking lot activities. Cost of repairs is the responsibility of the District.
(ii) Making the Generating Facilities described herein available to OPTERRA as of the O&M Commencement Date.
(iii) Operating and maintaining security systems associated with the Generating Facilities. (iv) Maintaining all landscaping in and around Generating Facilities including tree trimming. (v) Allowing OPTERRA and its personnel access as necessary to the Generating Facilities, and any related areas that may be reasonably necessary for performance of the O&M Services, including reasonable work, parking, and equipment staging areas. (vi) Allowing OPTERRA and its personnel to access electrical power and other utilities then existing at the Generating Facilities as necessary for OPTERRA to satisfy its obligations under this Agreement.
(vii) Remediating, pursuant to Applicable Law, any known Hazardous Substances encountered by OPTERRA during the performance of the O&M Services which Hazardous Substances were not deposited by OPTERRA, including any backfill with clean soil as may be reasonably required.
(viii) Insuring the Generating Facilities against loss due to acts of God and the public enemy; flood, earthquake, tornado, storm, fire; civil disobedience, sabotage, and vandalism.

Section 4.02 OPTERRA will have no obligation to provide the O&M Services to the extent such provision of O&M Services is materially adversely affected by Customer’s failure to satisfy the conditions set forth in this Agreement.

ARTICLE 5. SUBCONTRACTORS
Section 5.01 Authority to Subcontract. OPTERRA may delegate its duties and performance under this Agreement, and has the right to enter into agreements with any subcontractors and other service or material providers as OPTERRA may select in its discretion to perform the O&M Services. OPTERRA will not be required to enter into any subcontracts with parties whom OPTERRA has not selected or subcontractors whom OPTERRA has objection to using.

Section 5.02 Prevailing Wages. To the extent required by California Labor Code §1771 or other Applicable Law, all employees of OPTERRA and OPTERRA’s subcontractors performing O&M Services at the Project Location will be paid the per diem prevailing wages for the employee’s job classification in the locality in which the O&M Services are performed. In accordance with California Labor Code §§1773 and 1773.2, Customer will obtain from the Director of Industrial Relations the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work, in the locality in which the O&M Services are to be performed, for each craft, classification or type of worker needed to execute the O&M Services at the Project Location, and will cause copies of such determinations to be kept on Agenda Item No. 07 Page 20 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025
file at its principal office and posted at each Project Location. Customer will promptly notify OPTERRA of any changes to any such prevailing wage determination.

ARTICLE 6. WARRANTY
EXCEPT FOR THE WARRANTIES PROVIDED IN THIS ARTICLE 6, OPTERRA MAKES NO WARRANTIES IN

CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED IN

LAW, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES AGAINST INTELLECTUAL PROPERTY INFRINGEMENT. CUSTOMER

WILL HAVE NO REMEDIES AGAINST EITHER OPTERRA OR ANY OPTERRA SUBCONTRACTOR OR VENDOR FOR

ANY DEFECTIVE MATERIALS OR EQUIPMENT INSTALLED, EXCEPT FOR THE REPAIR OR REPLACEMENT OF SUCH MATERIALS OR EQUIPMENT IN ACCORDANCE WITH THE WARRANTIES INDICATED BELOW.

SPECIFICALLY, NEITHER OPTERRA, NOR OPTERRA’S SUBCONTRACTORS OR VENDORS, WILL BE LIABLE TO

CUSTOMER FOR LOSS OF PROFITS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.

Section 6.01 OPTERRA warrants to Customer that material and equipment furnished under this Agreement will be of good quality and new, unless otherwise specifically required or permitted by this Agreement. OPTERRA further warrants that its workmanship provided hereunder, including its subcontractors’ workmanship, will be free of material defects for a period of one (1) year from the date of installation (“OPTERRA Warranty”).

Section 6.02 Equipment and material warranties that exceed the OPTERRA Warranty period will be provided directly by the equipment and/or material manufacturers and such warranties will be assigned directly to Customer, after the one (1) year period. During the OPTERRA Warranty period, OPTERRA will be Customer’s agent in working with the equipment and material manufacturers in resolving any equipment or material warranty issues. If any material defects are discovered within the OPTERRA Warranty period, OPTERRA, or OPTERRA’s subcontractors, will correct its defects, and/or OPTERRA will work with the equipment or material manufacturer as Customer’s agent to facilitate the manufacturer’s correction of the equipment or material defect. Such warranty services will be performed in a timely manner and at the reasonable convenience of Customer. If a warranty issue arises on any equipment or material installed after the OPTERRA Warranty period, and the equipment or material has a warranty period that exceeds one (1) year, Customer will contact the manufacturer directly to resolve such warranty issues and Customer acknowledges that the manufacturer will have sole responsibility for such issues.

Section 6.03 The warranties in this ARTICLE 6 expressly exclude any remedy for damage or defect caused by improper or inadequate maintenance of the installed equipment by service providers other than OPTERRA or its subcontractors, corrosion, erosion, deterioration, abuse, modifications or repairs not performed by an authorized OPTERRA subcontractor, improper use or operation, or normal wear and tear under normal usage. OPTERRA will not be responsible for the cost of correcting a breach of warranty or defect to the extent that the manufacturer of the equipment that is the subject of a warranty hereunder does not honor its equipment warranty as a result of its termination of operations, insolvency, liquidation, bankruptcy or similar occurrence. Unless otherwise specified, all warranties hereunder, including without limitation those for defects, whether latent or patent, in design, engineering, or construction, will terminate one (1) year from the date of installation; and thereafter, OPTERRA will have no liability for breach of any warranty or for any latent or patent defect of any kind pursuant to California Code of Civil Procedure §§337.15 and 338.

ARTICLE 7. LIMITATION OF LIABILITY; INSURANCE
Section 7.01 Waiver of Consequential Damages and Limitation of Liability. The liability of a defaulting Party will be limited to direct, actual damages. Neither Party will be liable to the other Party for any special, indirect, incidental or consequential damages whatsoever, whether in contract, tort (including negligence) or strict liability, including, but not limited to, operational losses in the performance of business such as lost profits or revenues or any increase in operating expense. Additionally, each Party waives any claims for negligence against the other Party to the greatest extent permitted by Applicable Law.

Section 7.02 OPTERRA Insurance. OPTERRA will maintain, or cause to be maintained, for the duration of this Agreement, the insurance coverage outlined in (a) through (f) below, and all such other insurance as required by Applicable Law. Evidence of coverage will be provided to Customer via an insurance certificate. (a) Workers’ Compensation/Employers Liability for states in which OPTERRA is not a qualified self-insured. Limits as follows:
* Workers’ Compensation: Statutory
* Employers Liability: Bodily Injury by accident $1,000,000 each accident Bodily Injury by disease $1,000,000 each employee
Bodily Injury by disease $1,000,000 policy limit
(b) Commercial General Liability insurance with limits of:

Agenda Item No. 07 Page 21 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025
* $2,000,000 each occurrence for Bodily Injury and Property Damage * $4,000,000 General Aggregate - other than Products/Completed Operations * $2,000,000 Products/Completed Operations Aggregate
* $2,000,000 Personal & Advertising Injury
* $ 100,000 Damage to premises rented to OPTERRA
Coverage to be written on an occurrence form. Coverage to be at least as broad as ISO form CG 0001 (04/13) or its equivalent forms, without endorsements that limit the policy terms with respect to: (1) provisions for severability of interest or (2) explosion, collapse, underground hazard. (c) Auto Liability insurance for owned, hired and non-owned vehicles with limits of $1,000,000 per accident.

Coverage to be written on an occurrence form.
(d) Professional Liability insurance with limits of:
* $1,000,000 per occurrence
* $1,000,000 aggregate
Coverage to be written on a claims-made form.
(e) Umbrella/Excess Liability Insurance. Limits as follows:
* $1,000,000 each occurrence
* $1,000,000 aggregate
Coverage terms and limits to apply excess of the per occurrence and/or aggregate limits provided for Commercial General Liability and Professional Liability written on a claims made form. Coverage terms and limits also to apply in excess of those required for Employers Liability and Auto Liability written on an occurrence form.
(f) Policy Endorsements.
* The insurance provided for Workers’ Compensation and Employers’ Liability above will contain waivers of subrogation rights against Customer. * The insurance provided for Commercial General Liability and Auto Liability above will:
(i) include Customer as an additional insured with respect to O&M Services performed under this Agreement, and
(ii) provide that the insurance is primary coverage with respect to all insureds.

ARTICLE 8. CONDITIONS BEYOND CONTROL OF THE PARTIES
If any Party is delayed in, or prevented from, performing or carrying out its obligations under this Agreement by reason of any Force Majeure, such circumstance will not constitute a default, and such Party will be excused from performance hereunder and will not be liable to the other Party for or on account of any loss, damage, injury or expense resulting from, or arising out of, such delay or prevention. Notwithstanding the foregoing, no Party will be excused from any payment obligations under this Agreement as a result of any Force Majeure.

ARTICLE 9. DISPUTE RESOLUTION; APPLICABLE LAW; VENUE; SEVERABILITY If a dispute arises out of or relates to this Agreement, or the services contemplated by this Agreement (a “Dispute”), either Party may initiate the dispute resolution process set forth in this ARTICLE 9 by giving notice to the other Party. Senior executives for the Parties will meet, within thirty (30) calendar days after notice of the Dispute, in an attempt to resolve the Dispute and any other identified disputes or any unresolved issues that may lead to a dispute. If the senior executives of are unable to resolve a Dispute or if a senior management conference is not held within the time provided herein, either Party may submit the Dispute to mediation.

If the Dispute is not settled by senior management conference, the Parties will endeavor to settle the Dispute by mediation under the Commercial Mediation Procedures of the American Arbitration Association. Mediation is a condition precedent to arbitration or the institution of legal or equitable proceedings by either Party. Once one Party files a request for mediation with the other Party and with the American Arbitration Association, the Parties agree to conclude the mediation within sixty (60) calendar days after filing the request. Either Party may terminate the mediation at any time after the first session, but the decision to terminate must be delivered in person by the Party’s representative to the other Party’s representative and the mediator.

If the Dispute is not resolved by mediation within sixty (60) calendar days after the date of filing of the request for mediation, then the exclusive means to resolve the Dispute is final and binding arbitration. Either Party may initiate arbitration proceedings by notice to the other Party and the American Arbitration Association. The following provisions Agenda Item No. 07 Page 22 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025
apply to all arbitration proceedings pursuant to this Article: (i) The place of arbitration will be the American Arbitration Association office closest to where the O&M Services were performed; (ii) one arbitrator will conduct the arbitral proceedings in accordance with the Commercial Arbitration Rules and Mediation Procedures (Excluding the Procedures for Large, Complex Commercial Disputes) of the American Arbitration Association currently in effect (“Arbitration Rules”) (to the extent of any conflicts between the Arbitration Rules and the provisions of this Agreement, the provisions of this Agreement prevail); (iii) the Parties will submit true copies of all documents considered relevant with their respective statement of claim or defense, and any counterclaim or reply (in the discretion of the arbitrator, the production of additional documents that are relevant and material to the determination of the Dispute may be required); (iv) the arbitrator does not have the power to award, and may not award, any punitive, indirect or consequential damages (however denominated); all arbitration fees and costs are to be shared equally by the parties, regardless of which Party prevails, and each Party will pay its own costs of legal representation and witness expenses; (v) the award must be in the form of a reasoned award; (vi) the Dispute will be resolved as quickly as possible, and the arbitrator will endeavor to issue the arbitration award within six (6) months after the date on which the arbitration proceedings were commenced; and (vii) the award will be final and binding and subject to confirmation and enforcement proceedings in any court of competent jurisdiction.

This Agreement is governed by and must be interpreted under the laws of the State where the O&M Services are performed, without regard to the jurisdiction’s choice of law rules.

If any term of this Agreement is declared by a court to be illegal, invalid or unenforceable, the legality, validity and enforceability of the other terms of this Agreement will not be affected or impaired thereby, and the rights and obligations of the Parties will be enforced as if the illegal, invalid or unenforceable term were revised to the minimum extent necessary to make such term legal, valid and enforceable.

ARTICLE 10. NOTICE
Any notice required or permitted hereunder will be deemed sufficient if given in writing and delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or delivered to a nationally recognized express mail service, charges prepaid, receipt obtained, to the address shown below or to such other persons or addresses as are specified by similar notice.

TO OPTERRA: OPTERRA Energy Services, LLC
500 12th St., Suite 300
Oakland CA, 94607
Tel: 844-678-3772
Attention: Jamal Aboueljoud, Director of Project Management With a COPY TO: OPTERRA Energy Services, LLC
35 North Lake Ave., Suite 900
Pasadena, CA 91101
Tel: 626-377-4948
Attention: Contract Administrator
TO CUSTOMER: City of Port Hueneme
250 North Ventura Rd
Port Hueneme, CA 93041
Tel: 805-986-6500
Fax:

Attention: Gabby Basua
ARTICLE 11. CONSENTS
Whenever a Party’s consent, approval, satisfaction, or determination will be required or permitted under this Agreement, and this Agreement does not expressly state that the Party may act in its sole discretion, such consent, approval, satisfaction, or determination will not be unreasonably withheld, qualified, conditioned, or delayed, whether or not such a “reasonableness” standard is expressly stated in this Agreement. Whenever a Party’s cooperation is required for the other Party to carry out its obligations hereunder, each Party agrees that it will act in good faith and reasonably in so cooperating with the other Party or its designated representatives or assignees or subcontractors. Each Party will furnish decisions, information, and approvals required by this Agreement in a timely manner so as not to delay the other Party’s performance under this Agreement.

Agenda Item No. 07 Page 23 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025
ARTICLE 12. CONSTRUCTION OF AGREEMENT
This Agreement is the result of arms-length negotiations between two sophisticated parties and ambiguities or uncertainties in it will not be construed for or against either Party, but will be construed in a manner that most accurately reflects the intent of the Parties when such Agreement was executed. Each of the Parties acknowledges and agrees that neither Party has provided the other with any legal, accounting, regulatory, financial or tax advice with respect to any of the transactions contemplated hereby, and each Party has consulted its own legal, accounting, regulatory, financial and tax advisors to the extent it has deemed appropriate.

ARTICLE 13. BINDING EFFECT
Except as otherwise provided herein, the terms and provisions of this Agreement will apply to, be binding upon, and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors, and permitted assigns.

ARTICLE 14. NO WAIVER
The failure of OPTERRA or Customer to insist upon the strict performance of this Agreement will not constitute or be construed as a waiver or relinquishment of either Party’s right to thereafter enforce the same in accordance with this Agreement in the event of a continuing or subsequent default on the part of OPTERRA or Customer.

ARTICLE 15. HEADINGS
Headings and subtitles used throughout this Agreement are for the purpose of convenience only, and no heading or subtitle will modify or be used to interpret the text of any section.

ARTICLE 16. COUNTERPARTS; INTEGRATION
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Agreement by email or fax will be effective as delivery of a manually executed counterpart of this Agreement.
[the Parties’ signatures appear on the following page]
Agenda Item No. 07 Page 24 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto subscribe their names to this Agreement by their duly authorized officers on the date first above written.

CUSTOMER: OPTERRA:

City of Port Hueneme OPTERRA Energy Services, LLC
By: By:

Name: Name:

Title: Title:

Agenda Item No. 07 Page 25 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025

ATTACHMENT A

PROJECT LOCATIONS
Site Name Site Address City Stat
e
Zip
Code
PV
Structure
Type
Inverter
Model / Size
#
Inverters
Module
Quantity
(CS3U380MS)
DC
Array
Size
(kW)
City Hall-CP 250 N
Ventura Rd
Port
Hueneme CA 93041 CP SCA60KTLDO/US-480 1 144 54.72
City Hall-RT 250 N
Ventura Rd
Port
Hueneme CA 93041 RT
SCA25KTLDO-R/US480
1 72 27.36
Community
Center 550 Park Ave Port Hueneme CA 93041 RT SE10000HUS 2 69 26.20 Public
Works
700 E Port
Hueneme Rd
Port
Hueneme CA 93041 RT SE14.4K-US 2 90 34.20
Agenda Item No. 07 Page 26 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025

ATTACHMENT B

FORM OF WORK ORDER
Work Order #__
This Work Order (“Work Order”) dated _________ (“Work Order Effective Date”) is issued pursuant to and is subject to the terms and conditions of the Operations & Maintenance Agreement (“Agreement”) by and between OPTERRA Energy Services, LLC (“OPTERRA”) and City of Port Hueneme (“Customer”) dated ___________. The terms and conditions of the Agreement are hereby incorporated into and made a part of this Work Order for all purposes.

Project Name:

Scope of Work:

Electrical and Structural Repairs:

Exclusions: [edit, as needed]
• Premium Time or Over Time
• Work on Nights or Weekends
• Cutting, Patching or Painting
• Permitting
• Plan Revisions
• Review/Edit/Writing of Specifications
• Geotechnical Reports/Inspections
• PLA/PSA Agreements
• Irrigation System Inspection/Repairs
• Landscape Repair/Tire Track Removal
• Landscape Maintenance
• Infestations
Cost Estimate: [insert]
Pricing assumes State prevailing wages for on-site labor. Quote valid for 30 days.

Payment to OPTERRA is not contingent on Customer’s receipt of any insurance proceeds and will be invoiced by OPTERRA to Customer in a lump sum upon the completion of the work under this Work Order.

Acceptance and Notice to Proceed
By signing below, Customer agrees to the terms and conditions set forth in this Work Order and authorizes OPTERRA to proceed with the scope of work set forth herein.

The Parties may execute this Work Order in counterparts, each counterpart constituting an original, and all counterparts, collectively, constituting only one Work Order. The signatures of each Party need not appear on the same counterpart, and in the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature will create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

Agenda Item No. 07 Page 27 of 47 CC Agenda 07-20-2026
Operation & Maintenance Agreement
City of Port Hueneme and OPTERRA

Version: June 2025
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto subscribe their names to this Work Order by their duly authorized officers as of the Work Order Effective Date.

CUSTOMER: OPTERRA:

City of Port Hueneme OPTERRA Energy Services, LLC
By: By:

Name: Name:

Title: Title:

Agenda Item No. 07 Page 28 of 47 CC Agenda 07-20-2026

Operations and Maintenance Agreement
This OPERATIONS AND MAINTENANCE AGREEMENT (the “Agreement”) is made as of this 25 day of May, 2026 (the “Effective Date”), by and between City of Port Hueneme, a municipal corporation and political subdivision of the state of California. (hereinafter “Owner”), and Motive Energy Storage Systems, LLC, a California limited liability company (hereinafter "O&M Provider"). O&M Provider and Owner are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, Owner developed and constructed an approximately ____ kW solar photovoltaic electric generation facility (the “System”) which is located on certain real property and premises locally known as 250 N. Ventura, 700 E. Port Hueneme Rd. and 550 Park Ave, Port Hueneme, CA 93041 (the “Installation Site”);
WHEREAS, the System includes modules and inverters as follows: (375) (modules) and (6) SolarEdge SE10K-US (inverters);
WHEREAS, Owner wishes to retain O&M Provider to perform certain inspections, operations, maintenance, and repair work on the System, as set out in this Agreement, and O&M Provider is willing to perform such services in accordance with the terms and conditions set out in this Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound agree as follows:

AGREEMENT
Article 1 - Scope of Services

1.1 Solar Maintenance Services. Commencing on the Effective Date and lasting until termination of this Agreement as set forth below, O&M Provider agrees to provide the services set forth in Exhibit A and below (the “Solar Maintenance Services”) to the System for the Contract Price, as defined below.

1.2 Additional Services. “Additional Services”, including repair services that are not covered by warranties, shall only be performed at the request of Owner and upon the agreement of O&M Provider on a time and materials (“T&M”) basis at the rates set forth in Exhibit B. Owner and O&M Provider can agree in their respective discretions to pricing and frequency for specific Additional Services and add to Exhibit B via signed written amendment to this Agreement which may be in the form of a change order.

Additional Services may include, but are not limited to:
(a) Repair of the System wholly or partially destroyed due to causes other than an accident of, or improper, inadequate or omitted maintenance by, the O&M Provider, including, without limitation, Force Majeure Events, acts of Owner and/or third parties unrelated to O&M Provider, acts of apparent vandalism, pests, surrounding environmental conditions, or other unforeseeable acts/occurrences of nature and environment; (b) Repair or replacement of any devices/components (including any unforeseen or concealed System conditions in existence at the Effective Date) not covered by warranties from Attachment G
Agenda Item No. 07 Page 29 of 47 CC Agenda 07-20-2026

manufacturers provided the need for repair or replacement is not caused in whole or in part by O&M Provider (including improper, inadequate or omitted maintenance), as well as labor costs associated with replacement of parts provided under a manufacturer warranty; (c) Procurement, removal/installation/return, or replacement of string inverters, provided the need for repair or replacement is not caused in whole or in part by O&M Provider (including improper, inadequate or omitted maintenance); (d) Troubleshooting, services, and/or testing outside of Solar Maintenance Services scope (e.g. ground fault testing, IV Curve traces, Megger tests);
(e) Medium Voltage Services (e.g. switchgear, transformer, recloser maintenance); (f) System panel washing; or
(g) System component and/or panel removal and reinstallation upon Owner request (but removal and reinstallation service shall not be an Additional Service when such work is required as part of the Solar Maintenance Services or included in another Additional Service).

Article 2 – Owner Obligations

2.1 Compensation to O&M Provider. Commencing on the Effective Date and until termination of this Agreement as set forth below, Owner shall pay to O&M Provider (i) a fixed price (the “Contract Price”) for providing all of the Solar Maintenance Services and its duties and obligations under this Agreement, excluding any Additional Services and (ii) a time and materials price determined at the rates set forth in Exhibit B for O&M Provider’s performance of Additional Services. The Contract Price shall be determined, invoiced and paid on the following basis: one-half the annual Contract Price shall be invoiced every six months in advance and increased annually (on each anniversary of the Effective Date while this Agreement is in effect) at an escalation rate as set forth in Exhibit B. Any amounts due for Additional Services will be invoiced in arrears on a monthly basis or upon completion at the option of O&M Provider.

All undisputed payments under this Agreement shall be due and payable within 30 days of delivery to Owner of the invoice together with all supporting documentation (i.e., lien releases/waivers in form and content reasonably acceptable to Owner).

2.2 Site Visits. O&M Provider shall visit the Installation Site for the purpose of performing Solar Maintenance Services at the frequency set forth in Exhibit A. O&M Provider shall provide Owner reasonable notice, no less than 48 hours (except in emergency situations, in which case any reasonable notice shall suffice), of the date and approximate time(s) at which O&M Provider shall have personnel at the Installation Site to perform each periodic visit. The Parties acknowledge that Owner may need to coordinate with Owner’s tenant(s) at the Installation Site (each, a “Host”) to provide access to the System by O&M Provider and that such access may not be available unless Owner has given the Host reasonable advance notice of the date and time at which each periodic visit shall occur. O&M Provider shall not be in breach of the Agreement if it cannot perform its obligations as a result of Owner, Host or any third party preventing O&M Provider access to Premises for reasons other than O&M Provider’s negligence or willful misconduct or failure to provide the required advance notice to Owner.

Agenda Item No. 07 Page 30 of 47 CC Agenda 07-20-2026

2.3 Emergency Site Visits. At Owner’s request, O&M provider will emergency dispatch to site within 4 hours during normal working hours and within 8 hours outside normal working hours (each, an “Emergency Site Visit”). Owner site visit requests (other than Emergency Site Visits) shall be responded to within 24 hours of receipt, provided that those received after 5:00PM will be responded to next day during normal working hours. As used in this Agreement, “normal working hours” means 8:00AM to 5:00PM PST, Monday to Friday (exclusive of federal holidays). For Emergency Site Visits, Time & Material fees will be charged at 150% the rates stated in Exhibit B except no charge shall apply where the emergency or condition results from O&M Provider’s negligence, omission, breach of this Agreement or willful misconduct.

2.4 Access to Data Monitoring System, Records, Alarms/Alerts. Owner shall provide O&M Provider with login information and access to a data monitoring system for the System throughout the Agreement. Further, Owner shall (a) provide basic monitoring of the System and meter data, (b) maintain all equipment warranty records for equipment incorporated into the System, and (c) process alarms, alerts and service requests or assist O&M Provider with processing alarms, alerts and service requests.

2.5 Payment and EFT Information. Before any payments are required to be made to O&M Provider, and from time to time when requested by Owner, O&M Provider must provide a completed IRS Form W-9 / (Request for Taxpayer Identification Number and Certification) to Owner via email at [email protected]. In addition, if not already delivered to Owner, O&M Provider must complete and return by email Owner’s “Vendor Electronic Payment Setup” (available on request) to:
[email protected] and supply all requested Electronic Funds Transfer (EFT) setup information. O&M Provider must provide one of the following for EFT payments to be available: (i) an original voided O&M Provider check or bank deposit slip mailed directly to the attention of Accounts Payable at the address listed above, (ii) a signed letter from O&M Provider’s bank on bank letterhead confirming O&M Provider’s EFT information which is sent directly to the attention of Accounts Payable by email to the address listed above or, (iii) a letter on O&M Provider’s letterhead setting forth banking information which is signed by the owner or officer of O&M Provider and which is subject to verification by the Owner’s Accounts Payable department. O&M Provider further agrees to use Owner’s “Vendor Café” invoice submission and management site (a web-based portal available to Owner’s preferred vendors) if required by Owner.

Article 3 - Standards of Performance

3.1 Experienced Personnel. O&M Provider shall cause the Solar Maintenance Services and any Additional Services to be provided by technicians with appropriate expertise and prior experience in working with the types of equipment utilized at the System. So long as they are duly qualified, insured (as required under this Agreement) and licensed (if licensure is required under applicable law) for the work for which they are being engaged, O&M Provider may enter into subcontracts for any of the services to be performed hereunder, at the sole discretion of O&M Provider. O&M Provider shall be responsible for assuring that all personnel who shall be performing services at the Installation Sites are aware of the standards of proper conduct, appearance, and courtesy appropriate to performing trained professional technical services. O&M Provider shall retain sole authority, control and responsibility with respect to its employees and subcontractors in connection with the performance of its obligations hereunder.

3.2 System Guidelines; Warranties; Professional Standards. To the extent in Owner’s possession, Owner shall provide, on or before the Effective Date or when received, O&M Provider with any copies of any As-Built drawings, manufacturer’s handbooks, maintenance guidelines, service alerts or manuals (the “Service Guidelines”) produced by the installer or manufacturer of the System as well as true Agenda Item No. 07 Page 31 of 47 CC Agenda 07-20-2026

and complete copies of all warranties for the System provided to Owner, including, as applicable, all (i) warranties provided by all component manufacturers, (ii) warranties or repair/service arrangements covering any System rooftop, road/parking lot, inverter pad, or utility interconnection and (iii) workmanship and other warranties from the System installer in respect of the System (the “System Warranties”). O&M Provider shall review the applicable Service Guidelines, obtain (to the extent possible) from the installer or manufacturer any necessary information which is missing from such materials, or unclear therein, and shall strictly follow those Service Guidelines (as they may be supplemented, revised or updated by the manufacturer(s) from time to time) in performing all Solar Maintenance Services. If for any reason, O&M Provider is not able or willing to follow particular Service Guidelines during any periodic visit such discrepancy shall be specifically noted in the O&M Provider’s records of the visit and O&M Provider shall promptly notify Owner in writing of such discrepancy. All Solar Maintenance Services and any Additional Services performed by or for O&M Provider shall be performed in accordance with the requirements of this Agreement, Owner’s site rules, applicable laws and regulations, local utility requirements, permits (including any applicable interconnection conditions and authorizations of the local utility to which the System is interconnected (“Local Utility”)), conditions or requirements to maintain warranties, and the standards of care and expertise normal for the commercial solar photovoltaic power generation industry in Riverside County, California, during the relevant time period, which standard of care shall include the exercise of professional judgment in light of the facts known or discoverable at the time the decision was made, could have been expected to accomplish the desired result consistent with good electric power generation practices, reliability, safety, avoidance of undue delay and applicable laws (the “Standard of Performance”).

3.3 Correction of Errors or Defects. O&M Provider warrants that the Services and Additional Services will be performed in a workmanlike and professional manner in accordance with the Standard of Performance. In the event O&M Provider has committed any error or defect in the provision of any Solar Maintenance Service, upon becoming actually aware of the error or defect, Owner shall notify O&M Provider. O&M Provider shall, at Owner’s request, promptly correct such error or defect at O&M Provider’s cost and expense.

3.4 Additional Warranties. OTHER THAN AS PROVIDED ABOVE AND ELSEWHERE IN

THIS AGREEMENT OR OTHER AGREEMENTS AMONG THE PARTIES, O&M PROVIDER DOES

NOT MAKE, AND HEREBY DISCLAIMS, ALL ADDITIONAL WARRANTIES AND CONDITIONS,

INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, TITLE OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO AGENT, REPRESENTATIVE OR EMPLOYEE OF O&M PROVIDER HAS ANY

AUTHORITY TO MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF O&M PROVIDER. O&M PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS, HARM, OR DAMAGE

TO THE SYSTEM OR COMPONENTS THEREOF AS LONG AS O&M PROVIDER PERFORMS SERVICES ACCORDING TO MANUFACTURERS’ MAINTENANCE GUIDES, THE REQUIREMENTS OF ANY WARRANTIES AND THE STANDARD OF PERFORMANCE.

3.5 Parts, Title to Materials, Liens. O&M Provider shall not, in performing the Solar Maintenance Services or Additional Services, procure or employ used, non-original equipment manufacturer, reverse engineered, and/or refurbished materials, equipment and parts without the prior written approval and permission of Owner (which may be by email) and all parts, materials and equipment shall comply with all applicable laws, permits, Local Utility requirements, and all shall further comply with any conditions required to maintain warranties covering the System or any portion or component thereof in effect. Title to any Materials shall pass directly from the supplier to Owner when installed (and after full Agenda Item No. 07 Page 32 of 47 CC Agenda 07-20-2026

payment to O&M Provider by Owner of any amounts due and payable by Owner for such Materials) and shall be free and clear of all liens and encumbrances created or imposed by O&M Provider or any other person. O&M Provider shall keep and maintain the System and Installation Site property free and clear of all liens and encumbrances resulting from the action or inaction of O&M Provider or its subcontractors hereunder or from any Solar Maintenance Services or Additional Services or any other work done hereunder at the request of O&M Provider or its subcontractors, other than (a) liens and encumbrances arising by, through or under Owner; and (b) liens and encumbrances which are being diligently contested in good faith and by appropriate proceedings and the lien promptly and fully bonded over. Notwithstanding the foregoing, O&M Provider shall not be responsible for preventing liens and encumbrances that directly result from Owner’s failure to timely pay amounts due and payable to O&M Provider under this Agreement. If O&M Provider fails to promptly discharge or contest and bond over in good faith any lien related to O&M Provider’s work as herein required, Owner will have the right to notify O&M Provider in writing and to take any reasonable action to satisfy, defend, settle or otherwise remove the lien (and any foreclosure action) at O&M Provider’s sole cost and expense, and O&M Provider shall reimburse Owner for all such costs, outlays and expenses no later than 30 days of Owner’s demand.

Article 4 - Term and Termination

4.1 Term and Termination. The initial term of this Agreement shall be three (3) years commencing on the Effective Date (“Initial Term”), subject to termination as set forth in this Agreement.

Upon expiration of the Initial Term, the term of this Agreement shall automatically be extended in one (1) year increments (each, a “Renewal Term”), unless either Party delivers written notice of termination to the other no later than one-hundred and twenty (120) days prior to the expiration of the Initial Term, or the applicable Renewal Term, as the case may be. In addition, either Party may terminate this Agreement for any or no reason, at any time, by providing not less than sixty (60) days prior written notice to the other Party. In the event of termination, O&M Provider shall reimburse to Owner any prepaid portion of the Contract Price, as prorated to the effective date of termination.

4.2 Termination for Breach of Agreement. If a material breach of either Party’s obligations under this Agreement occurs, including, but not limited to, any failure to deliver Solar Maintenance Services or Additional Services as required or to make payments as and when due, the Party causing the breach must cure such default within ten (10) days after receiving written notice thereof from the other Party (or within five (5) days in the event of a failure to maintain required insurance coverage material breach), provided that a Party’s cure period may be extended to up to thirty (30) days for such breaches that are not reasonably susceptible to cure within ten (10) days and further provided that such Party continuously and diligently pursues the cure of the breach to completion (but such extension shall not be applicable to any failure to maintain insurance required under this Agreement). If the default is not cured within the applicable period, the non-breaching Party may terminate this Agreement immediately by providing written notice of termination. For purposes of this Agreement, material breach by O&M Provider shall include material violation or breach of its obligations, covenants or agreements under this Agreement, failure to maintain insurance required under this Agreement, any assignment of this Agreement by O&M Provider in violation of Section 8.2, or where any insolvency, receivership, reorganization, bankruptcy, or similar proceedings shall have been commenced by or against O&M Provider where such proceedings remain undismissed or unstayed for a period of thirty (30) days or more. For purposes of this Agreement, material breach by Owner shall include material violation or breach of its obligations, covenants or agreements hereunder, Owner fails to pay to O&M Provider any payment required under this Agreement that is not in dispute, and such failure continues for thirty (30) days after receipt of written notice of such failure or any insolvency, receivership, reorganization, bankruptcy, or similar proceedings shall have been commenced Agenda Item No. 07 Page 33 of 47 CC Agenda 07-20-2026

by or against Owner where such proceedings remain undismissed or unstayed for a period of thirty (30) days or more.

4.3 Sums Due. In the event of a termination of this Agreement by Owner, O&M Provider shall be entitled, as its sole and exclusive remedy, to be paid all outstanding amounts due from Owner for Solar Maintenance Services actually provided in accordance with this Agreement up to the date of termination, provided that if such termination is due to an uncured material breach by O&M Provider, Owner shall be entitled to receive from O&M Provider all actual damages incurred by Owner in connection with the applicable material breach.

4.4 Effect of Termination, Cooperation. Sections 2.1 (but only as to sums due but not paid),

4.3, 5, 7.1 and this Section 4.4 shall survive any termination of this Agreement. In the event of any termination, during the period prior to the termination taking effect, O&M Provider shall reasonably cooperate and complete all activities necessary to enable Owner to assume responsibility for operation and maintenance of the System, including transition to a replacement operation and management provider or operator, if any. O&M Provider and Owner shall reasonably agree on O&M Provider’s compensation for providing such transition services.

Article 5 - Confidentiality & Non-Disclosure
The Parties hereto (each a “receiving party” and its employees, partners, directors, officers, subcontractors, lenders, financial institutions and investors with respect to the System and supplier of any kind) shall retain in confidence and shall not copy or disclose to any third party without the other party’s (each a “disclosing party”) prior approval any technical, financial, commercial or other business information or documents as it relates to the Solar Maintenance Services and any Additional Services (including information as to process, design, System plans, environmental studies, reports and/or findings, bidding information, or development plans, System operation and maintenance logs, pricing information) obtained from disclosing party or deduced from information obtained from disclosing party, except as permitted under this Agreement. Receiving party acknowledges that it or its employees may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire information which is proprietary to or confidential to disclosing party, or third parties to whom disclosing party has a duty of confidentiality. Any and all information of any form, including information heard, obtained from observation, or otherwise received while receiving party is at disclosing party’s premises, including, without limitation the Installation Site, and/or obtained by receiving party or its employees in the performance of this Agreement, shall be deemed to be information obtained from disclosing party and shall be confidential and proprietary information. In no event, shall proprietary or confidential Information include (a) information appertaining to, or known to, the receiving party prior to obtaining the same from disclosing party as reflected by the written records of receiving party; (b) information in the public domain at the time of disclosure by disclosing party; (c) information obtained by receiving party from a third party rightfully in the possession of such information and who did not receive same, directly or indirectly, from disclosing party; or (d) information approved for public release by express prior written consent of an authorized officer of disclosing party. Receiving party agrees to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose other than the receipt and provision of Solar Maintenance Services and any Additional Services to disclosing party as contemplated by this Agreement or the ownership and operation of the Installation Site and to advise each of its personnel and Subcontractors who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential. Notwithstanding the foregoing, receiving party may disclose such information to such party’s lenders, financial underwriters, investors, Installation Site tenants (actual and prospective), purchasers (whether of the Installation Site, System, and actual or Agenda Item No. 07 Page 34 of 47 CC Agenda 07-20-2026

prospective), the Local Utility, professional consultants, managers, agents and, legal, accounting and financial advisors, in the case of Owner, to its affiliates and as required under rules of the stock exchange on which Owner or its parent may be listed, provided that all such disclosure is made to parties under obligations of confidentiality and non-use. Owner may also disclose any proprietary or confidential information as required in connection with any governmental or regulatory filings. Further, notwithstanding the above, a receiving party may disclose any of the proprietary or confidential information of the disclosing party to the extent required by applicable law, provided that prior to making or permitting any such disclosure, if legally permissible, receiving party shall provide disclosing party with prompt notice of any such requirement so that disclosing party may seek, at its cost, a protective order or other appropriate remedy. This provision shall survive the expiration or earlier termination of this Agreement for a period of three (3) years.

Article 6 - Force Majeure
O&M Provider shall not be liable for any interruption of service, delay, or failure to perform under this Agreement when such interruption, delay, or failure results from causes beyond its reasonable control, including, but not limited to, any strikes, lockouts, or other labor difficulties at an Installation Site, acts of any government, riot, insurrection, acts of public enemies, war, blockages, terrorism, sabotage, other hostilities, extreme/severe weather conditions, explosions, epidemics, hazardous materials, landslide, blizzards, earthquake, State of Emergency, hurricanes, utility outages, unavailability or curtailments (including Local Utility matters that could impact the System such as line voltage changes, step-ups/downs, etc.), fire, flood, acts of God, or inability to obtain necessary labor, equipment, materials, or supplies (“Force Majeure Events”). In any such event, O&M Provider’s obligations hereunder and Owner’s obligations to pay for any Solar Maintenance Services so suspended or delayed hereunder shall be postponed for such time as O&M Provider’s performance is suspended or delayed on account thereof. O&M Provider shall notify Owner promptly, either orally or in writing, upon learning of the occurrence of any Force Majeure Event. Upon the cessation of the Force Majeure Event, O&M Provider shall use all reasonable efforts to resume its performance as soon as reasonably practicable.

Article 7 - Indemnity and Insurance

7.1 Indemnity.
(a) O&M Provider’s Indemnification. To the fullest extent provided by law, O&M Provider shall indemnify, hold harmless, reimburse, and defend Owner and its Host(s), officers, directors, employees, and agents from, for, and against any and all claims, demands, damages, losses, expenses, liabilities and penalties, including but not limited to reasonable attorneys’ and expert witnesses’ fees, to the extent directly caused by O&M Provider’s (i) violation of, or breach of, any obligation, representation or warranty contained herein, or (ii) negligence, gross negligence or willful misconduct (including any such breach, negligence, gross negligence or willful misconduct by the party’s officers, employees, subcontractors and agents) provided, however, that in no event shall O&M Provider be obligated under this Section to the extent such actions, claims, demands, damages, disability, losses, expenses arise due to the gross negligence or willful misconduct of the Owner or its officers, employees, and agents.
(b) Survival. The provisions of this Section 7.1 shall survive termination of this Agreement.

7.2 Insurance. Throughout the Initial Term and all Renewal Terms, O&M Provider shall maintain in force at its expense the following insurance policies: (i) comprehensive general liability, Agenda Item No. 07 Page 35 of 47 CC Agenda 07-20-2026

including products liability with primary coverage limits of no less than One Million Dollars ($1,000,000) each occurrence and Two Million Dollars ($2,000,000) general aggregate limit, (ii) One Million Dollars ($1,000,000) Automobile liability, (iii) One Million Dollars ($1,000,000) or statutory limit, which ever is higher, Workers Compensation and Employers Liability policies (covering bodily injury and disease), and (iv) Eight Million Dollars ($8,000,000) umbrella policy. Such insurance (other than workers compensation and employer’s liability coverages) shall name Owner and Host as additional named insured. All policies shall provide coverage on a primary basis and shall contain a provision that coverage afforded under the policies shall not be cancelled, revoked, or amended unless at least thirty (30) days prior written notice has been given to Owner. Certificates evidencing such insurance shall be provided to Owner upon signing this Agreement and from time to time upon Owner’s request. O&M Provider shall require any subcontractors who will access the Installation Site or Owner’s property to maintain insurance no less than the insurance coverages and amounts required of O&M Provider hereunder. O&M Provider hereby waives all rights of subrogation against the Owner and its affiliates. The coverage afforded the additional named insureds shall be primary as respects any claims, losses, damages, expenses or liabilities arising out of, relating to in any way, or incident to the Solar Maintenance Services and Additional Services or any activities of subcontractors at the Installation Site, regardless of whether instituted against Owner alone or jointly with any subcontractors or others, and noncontributing with any other insurance maintained by the additional named insureds. Owner may, upon at least 30 days prior written notice to O&M Provider, reasonably increase the limits of coverage required hereunder from time to time, provided that Owner may not increase such requirements as to any particular coverage more than once in any 12 month period.

Article 8 – Miscellaneous

8.1 Notices. All notices required under this Agreement shall be delivered in writing to such Party at the address listed below. Notice shall be deemed to have been validly given if delivered (i) in person to the individual intended to receive such notice, (ii) by registered or by certified mail, postage prepaid to the address indicated in this Agreement within four (4) Days after being sent, or (iii) by facsimile or email, by the time stated in a machine or software-generated confirmation that notice was received at the facsimile number or email address of the intended recipient. In addition, the Parties also agree to send a convenience copy of any notices by email to the extent set forth below.

Owner:

City of Port Hueneme, a municipal corporation and political subdivision of the state of California 250 N Ventura Rd,
Port Hueneme, CA 93041
Attn: [Administration]
Emaill: [email protected]
Mandatory email copies to:

O&M Provider:

Motive Energy Storage Systems, LLC
2692 Dow Avenue
Tustin, CA 92780
Attn: [Business Development]
Email: [_________________]
Agenda Item No. 07 Page 36 of 47 CC Agenda 07-20-2026

Such addresses and contact information may be changed, from time to time, by means of a written notice given in the manner provided in this Section 8.1. Copies delivered to outside or in-house counsel shall not constitute notice.

8.2 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. Owner may assign this Agreement and any of its rights, interests, or obligations hereunder without the prior written approval of O&M Provider. O&M Provider shall not, without the prior written consent of Owner, assign or transfer this Agreement, which consent shall be at Owner’s sole discretion, provided, however, for purposes of this provision and Agreement, an assignment or transfer shall NOT include the sale of all or substantially all of the assets of O&M Provider, a merger by law, or a change in control.

8.3 Independent Contractor. All Solar Maintenance Services and any Additional Services performed by O&M Provider or any other person or entity under this Agreement shall be performed as an independent contractor. Neither O&M Provider nor any other person or entity performing any Solar Maintenance Services or Additional Services hereunder shall be deemed for any purpose to be the agent, servant, employee, or representative of Owner in the performance of this Agreement. Nothing in this Agreement shall be construed to mean that O&M Provider is a partner of or joint venture with Owner. The relationship of O&M Provider to Owner under this Agreement, and with respect to the Solar Maintenance Services and any Additional Services, shall be that of an independent contractor. O&M Provider shall be responsible for and shall withhold or pay, or both, as may be required by law, all taxes pertaining to the employment of its personnel and/or performance by it of the Solar Maintenance Services and any Additional Services. O&M Provider assumes full responsibility for the payment of all payroll burdens, fringe benefits, and payroll taxes, whether federal, state, municipal, or otherwise, as to its employees, servants, or agents engaged in the performance of any Solar Maintenance Services and any Additional Services.

8.4 Amendment, Waivers, Etc. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by an executive officer of the Party against whom enforcement of the amendment, modification, discharge, or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time.

8.5 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with, the substantive laws of the state of California, without regard to the conflict of laws provisions thereof.

8.6 Limitation of Liability.
(a) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND EXCEPT IN THE CASE

OF GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, CLAIMS FOR

INDEMNIFICATION, CLAIMS COVERED BY INSURANCE O&M PROVIDER MAINTAINS OR IS REQUIRED TO MAINTAIN AND CLAIMS UNDER ARTICLE 9 BELOW, IN NO

EVENT SHALL O&M PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL,

CONSEQUENTIAL, INDIRECT DAMAGES OF ANY KIND, INCLUDING, WITHOUT

LIMITATION, LOST PROFITS, LOST BUSINESS, OR LOST POWER PRODUCTION,

ARISING OUT OF OR RELATED TO THE SOLAR MAINTENANCE SERVICES OR

ADDITIONAL SERVICES, REGARDLESS OF WHETHER OWNER HAS BEEN ADVISED

OF THE POSSIBILTY OF SUCH DAMAGES AND WHETHER ARISING OUT OF Agenda Item No. 07 Page 37 of 47 CC Agenda 07-20-2026

NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, DEFAULT, INDEMNITY OR ANY OTHER REASON OR LEGAL THEORY.

Notwithstanding anything to the contrary in this Agreement, except as set forth above, neither Party shall be liable to the other for, nor shall a court or arbitrator assess, any consequential losses or damages, whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, including but not limited to, losses of use, profits, business, reputation or financing. (b) No Personal Liability. Notwithstanding any provision in this Agreement to the contrary, it is specifically understood and agreed that there shall be absolutely no personal liability on the part of any of the officers, members, employees, controlling persons, executives, directors, agents, authorized representatives or affiliates of either Party for the payment of any amounts due hereunder, or the performance of any obligations hereunder, and Parties shall look solely to the assets of the Parties for the satisfaction of each and every remedy in the event of any breach. In furtherance of the foregoing, the Parties agree that it shall neither seek nor obtain, nor be entitled to seek or obtain, any deficiency or other judgment against any of the officers, employees, controlling persons, executives, directors, agents, authorized representatives or affiliates of Parties for any action or inaction on the part of any such officers, members, employees, controlling persons, executives, directors, agents, authorized representatives or affiliates, as applicable, or their respective officers, employees, controlling persons, executives, directors, agents, authorized representatives or affiliates, as applicable, and each Party therefore releases any and all such parties from any and all such claims.

8.7 Dispute Resolution.
(a) Mediation. Unless a Party must commence a legal proceeding in order to comply with Section

8.7(c), any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to the institution of any other dispute resolution proceeding by either Party. The mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association then in effect. The request for mediation shall be filed in writing with the other Party to this Agreement and with the American Arbitration Association; the mediator shall be appointed by the American Arbitration Association.

The Parties shall share the mediator's fee and any filing fees equally. This agreement to mediate shall be specifically enforceable by any court with jurisdiction thereof. The mediation shall be conducted in Orange County, California unless another location is mutually agreed upon by the Parties to such mediation. Written and signed agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. (b) Arbitration. Any controversy or dispute not amicably resolved by the Parties or through mediation shall be settled by binding arbitration. Either Party may initiate arbitration by giving written notice to the other Party. The notice shall state the nature of the claim or dispute, the amount involved, if any, and the remedy sought. The dispute shall be submitted to an independent arbitrator mutually selected by the Parties. If the dispute has a value in excess of $50,000.00, then at the election of either Party, there shall be a panel of three (3) arbitrators. If the Parties do not mutually agree on the arbitrator(s), the Parties shall then utilize the American Arbitration Association (or another entity mutually acceptable to the Parties) to provide the required independent arbitrator(s). The arbitrator must certify in the award that such award conforms to the terms and conditions set forth in this Agreement, including that such award has been rendered in accordance with the applicable Agenda Item No. 07 Page 38 of 47 CC Agenda 07-20-2026

governing law. The decision of the appointed independent arbitrator(s) shall be final and binding on the Parties. In rendering a decision, the arbitrator(s) shall comply with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitrator(s) shall have no direct or indirect social, political or business relationship of any sort with any of the Parties, their respective legal counsel, or any other person or entity materially involved in the Project.

Notwithstanding that the Commercial Arbitration Rules may provide otherwise, the prevailing Party in any such arbitration shall be entitled to recover its reasonable arbitration costs, inclusive of counsel, expert, arbitrators' and administrative fees, from the losing Party, as determined by the arbitrator(s). Any such arbitration shall be conducted in Orange County, California unless another location is mutually agreed upon by the Parties to such arbitration. The award of the arbitrator shall be binding on the Parties, and the award may, but need not, be entered as judgment in a court of competent jurisdiction.
(c) Limitations Period. An arbitration demand by either Party shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after the date when institution of court litigation based on such claim, dispute, or other matter in question would be barred by the applicable period of limitations. (d) Duty to Continue Performance. Unless the Parties agree otherwise in writing, the Parties shall continue to perform under the terms of this Agreement pending the final resolution of any dispute or disagreement between the Parties.
(e) Waiver of Jury Trial. EACH OF OWNER AND O&M PROVIDER HEREBY WAIVES ITS

RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED

UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. OWNER AND O&M

PROVIDER ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED. THE SCOPE OF THIS WAIVER

IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY

BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS

AGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER

IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR

IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT

AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

8.8 No Third-Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity other than the Parties, and each such Party’s respective successors and permitted assigns.

8.9 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.

8.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

Agenda Item No. 07 Page 39 of 47 CC Agenda 07-20-2026

8.11 Headings. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

8.12 Ethical Procurement. In performing the Solar Maintenance Services and any Additional Services, O&M Provider agrees to source materials and products from ethical suppliers who comply with all relevant legislation and seek to avoid child labor and modern slavery. O&M Provider will promptly respond to the Owner’s reasonable requests for information regarding ethical matters, including modern slavery and ethical sourcing questionnaires.

8.13 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid, binding and enforceable under applicable law. In the event that any of the terms, covenants or conditions hereof or the application thereof to either Party or any circumstance shall be held by a court of competent jurisdiction to be invalid in any jurisdiction, the remaining terms, covenants and conditions hereof and the application thereof to either Party or any other circumstance, or in any other jurisdiction, shall not be affected thereby.

Article 9 – Environmental Laws

9.1 Compliance. Throughout performance of the Solar Maintenance Services and any Additional Services, O&M Provider shall comply, and shall ensure that any subcontractor complies with, all permits and applicable Environmental Laws. Without limiting the generality of the foregoing, O&M Provider shall not: (i) Release or permit the Release of Hazardous Materials brought on to the Installation Site or generated at the Installation Site property by O&M Provider or any subcontractor in connection with the Solar Maintenance Services and any Additional Services, or (ii) negligently Release pre-existing Hazardous Materials or Hazardous Materials brought to the Installation Site by Owner, and shall, if any such Hazardous Materials are so Released, prevent the spread of such Hazardous Materials and cause to be professionally remediated any Released Hazardous Materials. In the event O&M Provider encounters material reasonably believed to be a Hazardous Material on the Installation Site, O&M Provider shall immediately stop work in the affected area and notify Owner of the condition, provided, however, O&M Provider shall not disclose such condition to any other person or entity except to the extent required by any applicable statute, law, regulation or governmental authority. O&M Provider shall not resume work in the affected area until cleared to do so by Owner in writing.

9.2 Indemnity. Notwithstanding any other provision hereof, to the fullest extent permitted by law, O&M Provider shall indemnify, defend and hold harmless Owner, Host and Owner’s officers, employees, and agents from and against all actions, claims, demands, damages, disability, losses, expenses (including, but not limited to, reasonable attorneys’ fees and other defense costs) and liabilities of any nature (including, without limitation, property damage, personal and bodily injury, sickness and disease) arising out of or relating to any violations of any permits or Environmental Laws, including the Release at, on, above, below or near the Installation Site or in connection with the Solar Maintenance Services and any Additional Services, of any Hazardous Materials to the extent such violation or Release related to preexisting Hazardous Materials that Owner had informed O&M Provider of in writing and which were negligently Released on the Installation Site (or Owner’s property) by O&M Provider or any subcontractor, Hazardous Materials brought onto the Installation Site (or Owner’s property) by O&M Provider or a subcontractor, Hazardous Materials used or generated in the course of performing the Solar Maintenance Services and any Additional Services, or if such violation or Release resulted from a violation by O&M Provider of its obligations under Section 9.1 above. O&M Provider’s obligations hereunder shall survive any termination or expiry of this Agreement and shall not be limited by any other provision of this Agreement.

Agenda Item No. 07 Page 40 of 47 CC Agenda 07-20-2026

9.3 For purpose hereof, the term “Hazardous Materials” means (i) any asbestos and any asbestos containing material; (ii) any substance that is then defined or listed in, or otherwise classified pursuant to, any Environmental Law or any other applicable law as a “hazardous substance,” “hazardous material,” “hazardous waste,” “infectious waste,” “toxic substance,” “toxic pollutant” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity or Toxicity Characteristic Leaching Procedure (TCLP) toxicity; (iii) any petroleum and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; and (iv) any petroleum product, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive material (including any source, special nuclear, or by-product material), medical waste, chlorofluorocarbon, lead or lead-based product, PFAS or PFOA containing product or substance.

9.4 For purposes hereof, the term “Environmental Law” means any laws and any amendments thereto (whether common law, public law, rule, order, regulation, or otherwise), directives, judgments, and other requirements promulgated or entered into by any Governmental Authority relating to the environment, human health, public safety, protected animal or plant species, cultural resources, preservation or reclamation of natural resources, or to the management, handling, use, generation, treatment, storage, transportation, disposal, manufacture, distribution, formulation, packaging, labeling, Release or threatened Release of or exposure to Hazardous Materials, whether now existing or subsequently amended or enacted and in effect, including but not limited to: CERCLA, 42 U.S.C. § 9601, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. § 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., and any similar or implementing state or local law, all amendments or regulations promulgated thereunder; and any applicable standard of conduct under any common law doctrine, including but not limited to, negligence, nuisance, or trespass, personal injury, or property damage related to or arising out of the presence, Release, or exposure to Hazardous Materials.

9.5 For purposes hereof, the term “Release” or “Released” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping into soil, surface water, ground water, land surface, subsurface strata, ambient air, wildlife, plants or other natural resources.
[Signature page to follow.]
Agenda Item No. 07 Page 41 of 47 CC Agenda 07-20-2026

IN WITNESS WHEREOF, the Parties hereto have caused their names to be hereunto subscribed by their officers thereunto duly authorized, intending thereby that this Operation and Maintenance Agreement shall be effective as of the Effective Date.

City of Port Hueneme
a municipal corporation and political subdivision of the State of California _________________________________ Date: _______________ Name:

Title:

Motive Energy Storage Systems, LLC,
a California limited liability company
(CSLB License No. 1089117)
_________________________________ Date: _______________ Name:

Title:

Agenda Item No. 07 Page 42 of 47 CC Agenda 07-20-2026

Exhibit A
Solar Maintenance Services
Solar Array Inspection and Maintenance
Frequency Activity
Annual
1- Test system, including string-level open-circuit voltage and DC operating amperage tests.

Annual
2- Check AC and DC disconnect torque marks and re-tighten wiring connections to equipment design specifications.

Annual
3- Remove any materials (e.g., debris, trash, animal nests, etc.) that may be found on and under the PV array modules, obstructing airflow and creating possible fire hazards, damage or loss of PV production. Repairs to damaged equipment or premises caused by animals are excluded from the scope of Solar Maintenance Services and shall be an Additional Service for purposes of this agreement.

Annual
4- Inspect PV system- related roof penetrations to ensure flashings and/or sealant are applied properly and not degrading. Apply sealant or contact roofer, as necessary.

Annual
5- Inspect array mounting structure, wire and conduit runs, and other physical components for tightness, wear and damage.

Annual
6- Check and recommend trimming or removal of any vegetation near PV array and inverter which might adversely impact their operation.

Per Inspection 7- Each Solar Array inspection shall include visual inspection and evaluation of site conditions for areas of concern, safety, preventative maintenance and items or conditions impacting PV reliability and production / output.

Inverter Inspection and
Maintenance
Freque
ncy
A
c
t
i
v
i
t
y
Annual
1- Perform temperature checks on all breakers, connections, and associated controls using infrared testing tools
Annual
2- Perform a complete visual inspection of the equipment (including major components, subassemblies, wiring harnesses and electrical contracts forsigns of
abrasions).

Agenda Item No. 07 Page 43 of 47 CC Agenda 07-20-2026

Annual
3 -Visually inspect IGBT's (integrated gate bipolar transistors) and inverter boards for discoloration due to electrical surges.

Annual 4- Identify and tighten any loose integrated circuit boards.

Annual 5- Visually inspect inverter power capacitators for signs of damage.

Annual
6- Check appearance and clean, as required by manufacturer, the inverter enclosure, ventilation system and insulated surfaces.

Annual 7- Check for corrosion and clean, as required by manufacturer, all terminals and cables.

Annual
8- Check torque on appropriate internal electrical terminals, connectors and bolts and adjust, as required by manufacturer.

Annual
9- Check all fuses in inverters and combiner boxes for continuity orsigns of heating. Record temperatures and condition.

Annual 10-Check the condition of both the AC and DC surge suppressors, if installed.

Annual 11-Check the operation of allsafety devices (including, without limitation, Estops, door switches, GFDI's) Annual 12-Inspect, clean and replace inverter air filter elements.

Annual 13-Clean and remove dust from inverter heat sinks Annual
14-Check all external equipment securement nuts, bolts and screws for tightness and heat discoloration.

Annual
15-Measure and record phase-to-phase and phase-to-neutral output voltages and
currents.

Annual 16- Perform Inverter Preventative Maintenance according to manufacturer’s stated maintenance plan & requirements
Annual 17- Perform electrical testing to include 100% string testing. I-V Curve tracing to be performed. Perform thermal imaging with 100% of Combiners, Inverters and Disconnects to be imaged annually.

Reporting, Safety, Information/Records
& Warranty Assistance
Frequency Activity
As
required
1 – System warranty claims and administration to be supported and coordinated by O&M provider. Time & Material fees may apply for labor associated with 3rd party warranty component replacement. Use commercially reasonable efforts to secure and enforce warranties for materials and services purchased.

Per
Inspection
2 – Each Solar Array inspection shall include a written inspection report provided to Owner promptly following completion of the inspection visit identifying current site conditions, work completed while on site, and any recommended site activities or work.

Agenda Item No. 07 Page 44 of 47 CC Agenda 07-20-2026

Written inspection report to be provided no less than annually.

Per
Inspection
3 - Performance Report to be provided along with Site Inspection Report.

Performance report to provide a review of production over the previous 12-month period against system models and weather data. Written performance report to be provided no less than annually.

At all
times /
continual
4- Taking of reasonable safety and other precautions consistent with the Standard of Performance, to protect persons and property from damage, or injury arising out of the performance of the Solar Maintenance Services and any Additional Services.

At all
times /
continual
5- Providing Owner with access (including electronic access) to all documents, data, information and records that relate to operation and maintenance of the System; other than to O&M Provider’s proprietary or legally privileged information and personnel information which does not relate to the System or its maintenance or operation. O&M Provider maintaining reasonable records relating to the Solar Maintenance Services and any Additional Services.

At all
times /
continual
6- Providing Owner with system performance data and such other system data and assistance as may be reasonably requested by Owner to enable Owner to discharge satisfactorily its responsibilities as owner of the System and as landlord, including any related responsibilities to its tenants, lenders / security holders, regulatory authorities and the Local Utility to which the System is interconnected.

Agenda Item No. 07 Page 45 of 47 CC Agenda 07-20-2026

Exhibit B
Pricing and T&M Formulas
Fixed Pricing: $9,480 /annually for all Solar Maintenance Services, all inclusive (including taxes), during the first year of the Initial Term, with a price increase of five percent (5%) each year thereafter.

Based on the following scope assumptions:

Panel Cleaning (2x per year): $2,400 per cleaning
Preventative Maintenance: $1,800 annually
Monitoring (inverters): $240 per month
Initial Term: 3-year
Billing: One-half of the annual Fixed Price shall be invoiced to Owner every 6 months, in advance, as per Agreement (above)
For any Additional Services, O&M Provider will invoice on a “time and material basis” for verifiable material costs and labor according to the following terms (all inclusive):

Electrician = $175/hour
Service Technician = $175/hour
Equipment and Exclusions: Fixed Price excludes all costs for additional equipment, including rental equipment (e.g., scissor lifts), which shall be billed separately at prevailing market rates.

Agenda Item No. 07 Page 46 of 47 CC Agenda 07-20-2026
Attachment H
Agenda Item No. 07 Page 47 of 47 CC Agenda 07-20-2026
DATE: July 20, 2026
TO: Honorable City Council
FROM: James Vega, City Manager
Gabby Basua, Housing and Facilities Maintenance Director SUBJECT: CLEAN POWER ALLIANCE ENERGIZED COMMUNITY PROGRAM RECOMMENDATION:

It is recommended that the City Council authorize the City Manager to execute a participation agreement, approved as to form by the City Attorney, with the Clean Power Alliance (CPA) and receive up to $250,000.00 in direct funding under the CPA Pathways to Electrification Program for Community Electric Vehicle Charging.

BACKGROUND/ANALYSIS:

The Clean Power Alliance (CPA) offers a number of programs that provide financial assistance to residential and commercial customers, as well as member agencies. As a CPA member agency, the City is eligible to participate in the CPA’s Pathways to Electricification program, which provides up to $250,000 in reimbursable financial and technical support to help implement building and transportation electrification projects.

These efforts are intended to reduce dependence on fossil fuels while advancing sustainability and decarbonizations goals.

Through this program, the CPA offers three pathway options for member agencies:
• Building Electrification Assistance
• Electric Fleet Transition
• Community Electric Vehicle Charging
Staff has selected the Community Electric Vehicle Charging pathway as the option best that best meets the City’s current needs. Based on the high level of use at Bubbling Spring Park and the adjacent Community Center, the parking lot serving these facilities has been identified as the ideal location for the installation of electric vehicle charging stations. Program features include feasibility analysis, site design to determine charger locations, and contracting support to facilitate project implementation.

Agenda Item No. 08 Page 1 of 14 CC Agenda 07-20-2026
CPA Participation Agreement
July 20, 2026

CPA requires that agencies receiving funds through this program to execute an agreement. Grant funds are provided to the City on a reimbursement basis, with no local matching funds required. CPA expects that projects funded through the program be completed within a 3-year timeframe.

FISCAL IMPACT:

Sufficient funds for award and expenditure of grant funds covering 100% of the costs of the Electrical Vehicle Charging Stations are available in Account No. 210-780-5700, Project # FA2701.

STRATEGIC PLAN:

Primary Strategic Pillar(s) and Initiative(s):

Safe, Secure, & Beautiful Community
• Upgrade our beach, parks, City-owned facilities and structures to provide a better experience for our residents, employees, commuters, and visitors ATTACHMENTS:

A. CPA Participation Agreement
Agenda Item No. 08 Page 2 of 14 CC Agenda 07-20-2026
1 COMMUNITY ELECTRIC VEHICLE CHARGING PROGRAM

PARTICIPATION AGREEMENT
This Community Electric Vehicle (EV) Charging Program Participation Agreement (“Agreement”), made as of the last date signed below (the “Effective Date”), by and between the City of port Hueneme (“Participant”), and Clean Power Alliance of Southern California, a Joint Powers Authority and Community Choice Aggregation program (“CPA”), referred to individually or collectively as “Party” or “Parties,” is to enroll Participant in the CPA Energized Communities Program for Community Electric Vehicle Charging, described in more detail below.

RECITALS
WHEREAS, CPA has launched the Energized Communities Program (“Energized Communities”) to assist CPA’s member agencies with the implementation of building and transportation electrification measures to reduce dependence on fossil fuels and reach sustainability and decarbonization goals by providing financial and technical support; WHEREAS, as part of the Energized Communities program offering, CPA desires to support publicly available electric vehicle (“EV”) charging efforts in its service territory through the CPA Energized Communities Program for Community Electric Vehicle Charging (“Program”), which seeks to help Participant increase EV charging infrastructure and reduce greenhouse gas emissions; WHEREAS, to implement the Program, CPA will endeavor to enter into a Professional Services Agreement with a Contractor to provide technical support for Participant as it engages in efforts to implement community EV charging measures;
WHEREAS, CPA intends to make the Contractor available to Participant and other CPA member agencies to support Participant as it engages in its own effort to implement Participant’s community EV charging measures;
WHEREAS, Participant may desire technical support from Contractor for community EV charging measures; and
WHEREAS, Participant may seek financial support provided by CPA to offset the cost of implementing community EV charging measures as agreed upon by the Parties.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, it is mutually understood and agreed by and between the Parties as follows:

AGREEMENT

1. Term. This Agreement begins on the Effective Date and ends on June 30, 2030 (“Term”).

2. Termination. Any Party may terminate this Agreement for convenience and without liability to the other Party upon giving the other Party thirty (30) days prior written notice.

3. CPA Obligations. CPA agrees to perform the services and provide financial reimbursement to Participant, as detailed in Exhibit A, Community EV Charging – Attachment A
Agenda Item No. 08 Page 3 of 14 CC Agenda 07-20-2026
2 Program Terms and Conditions, attached hereto.

4. Participant Obligations. Participant agrees to the obligations detailed in Exhibit A attached hereto.

5. NO LIABILITY; NO REPRESENTATION OR WARRANTY; INDEMNITY. a. CPA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER

EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED

TO FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND

TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE WITH RESPECT TO (1) SERVICES
PROVIDED BY CONTRACTOR TO PARTICIPANT AND (2) ANY

COMMUNITY EV CHARGING MEASURES IMPLEMENTED BY
PARTICIPANT.
b. INDEMNIFICATION. EACH PARTY SHALL INDEMNIFY AND HOLD

HARMLESS TO THE FULLEST EXTENT PERMITTED BY LAW THE OTHER

PARTY AND ITS ELECTED OFFICIALS, OFFICERS, EMPLOYEES,

MEMBERS, VOLUNTEERS, AGENTS, AND REPRESENTATIVES FROM

AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, COSTS,

EXPENSES, CLAIMS, AND/OR JUDGMENTS, INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS

THAT MAY DIRECTLY OR INDIRECTLY ARISE AND/OR RESULT FROM THE INDEMNIFYING PARTY’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. THIS INDEMNIFICATION SHALL BE ONLY IN

PROPORTION TO AND TO THE EXTENT THAT SUCH CLAIMS,

JUDGMENTS, CAUSES OF ACTION, DAMAGES, PENALTIES, COSTS, LIABILITIES, AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND

COSTS INCURRED IN THE DEFENSE OF ANY SUCH CLAIM OR ANY

ACTION OR PROCEEDING BROUGHT THEREON ARISE FROM THE

NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF INDEMNIFYING PARTY, AND ITS OFFICERS, EMPLOYEES, INVITEES, OR AGENTS.

NOTWITHSTANDING THE FOREGOING, CPA SHALL BE UNDER NO

OBLIGATION WHATSOEVER TO INDEMNIFY PARTICIPANT OR HOLD

PARTICIPANT HARMLESS, INCLUDING BUT NOT LIMITED TO
ATTORNEY’S FEES, COSTS, OR DISBURSEMENTS AS A RESULT OF PARTICIPANT’S CONSIDERATION, DEVELOPMENT, REVIEW,
DRAFTING, ADOPTION, AND/OR IMPLEMENTATION OF PARTICIPANT’S COMMUNITY EV CHARGING MEASURES.
c. LIMITATION OF LIABILITY. CPA SHALL NOT BE LIABLE TO

PARTICIPANT FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, LOST Agenda Item No. 08 Page 4 of 14 CC Agenda 07-20-2026
3 PROFIT, LOST OPPORTUNITY, OR EXEMPLARY DAMAGES FOR ANY

CLAIM, WRIT, PETITION, OR CAUSE OF ACTION RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO PARTICIPANT’S

DEVELOPMENT, DRAFTING, REVIEW, ADOPTION, AND/OR
IMPLEMENTATION OF PARTICIPANT’S COMMUNITY EV CHARGING

MEASURES, ANY SERVICES PROVIDED BY CONTRACTOR, AND/OR ANY

OTHER CLAIM, WRIT, PETITION, OR CAUSE OF ACTION RELATED TO

THIS AGREEMENT WHETHER ARISING FROM BREACH OF CONTRACT,

WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE.

6. Insurance.
a. The Parties agree to provide and maintain throughout the Term of this Agreement, at their own expense, a program of insurance, or self-insurance, covering the activities and operations of their respective officers, agents and employees, and contractors for the Term of this Agreement. This insurance shall include general liability insurance with coverage limits of no less than $1,000,000 per occurrence and $2,000,000 aggregate. This insurance shall be endorsed to include the following: (i) CPA, its Board, Officers, Officials, Employees, Agents, Servants, and Volunteers are covered as additional insureds on Participant’s commercial general liability policy, and Participant’s Board, Officers, Officials, Employees, Agents, Servants, and Volunteers are covered as additional insureds on CPA’s commercial general liability policy; and (ii) a written notice to be mailed to the other Party 30 days prior to the effective date of a cancellation or non-renewal of such insurance. b. Participant agrees to maintain throughout the Term of this Agreement, at their own expense, an automobile liability policy covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per occurrence for bodily injury and property damage.
c. The Parties agree to maintain throughout the Term of this Agreement, at their own expense, a workers’ compensation policy as required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $500,000 per occurrence for bodily injury or disease.
d. Upon request, either Party shall provide the other evidence of such coverage naming the other Party as an additional insured including an additional insured endorsement issued by the insurance company or program of self-insurance. e. CPA may waive or change any of the requirements in this Section 6, upon mutual agreement with the Participant.

Agenda Item No. 08 Page 5 of 14 CC Agenda 07-20-2026
4 f. Nothing herein waives or reduces a Party’s indemnification obligations pursuant to Section 5.

7. Publicity. Any marketing materials generated by Participant related to the performance of this Agreement should reference CPA’s contributions. Each Party shall make best efforts to display or utilize the words “Clean Power Alliance” and “Participant” in all marketing materials, including flyers, press releases, posters, brochures, public service announcements, interviews, and newspaper articles (to the extent possible); provided, that CPA may omit “Participant” from CPA marketing materials when publicizing the Program generally and not specifically with respect to (a) this Agreement or (b) Participant’s participation in the Program. Any piece of publicity issued by Participant, including those mentioned above, must be reviewed and approved by CPA before issuing a press release. Participant agrees to provide CPA with reasonable time for review before such issuance.

Participant shall include CPA’s logo and a statement acknowledging CPA funding on any equipment and project signage. Statements shall be provided by CPA and placement of such statement shall be agreed to by both Parties. Where CPA and Participant logos are used on any signage or documentation arising from this partnership, the logos of each Party will be of equal size.

8. General Provisions.
a. Entire Agreement. This Agreement represents the full and complete understanding between the Parties as to the subject matter of this Agreement and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties related to the subject matter of this Agreement.
b. Amendment. Any amendment to or modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. c. Governing Law and Venue. This Agreement is governed by the laws of the State of California. Any lawsuit filed in relation to this Agreement must be filed with the Superior Court for the County of Los Angeles, State of California. d. Third Party Beneficiaries. There are no intended third-party beneficiaries of this Agreement.
e. Independent Parties. Each Party shall perform its responsibilities and activities described herein separately and not as an officer, agent, employee, or volunteer of the other Party hereto. Each Party shall be solely responsible for the acts and omissions of its officers, agents, and employees. Nothing herein shall be considered Agenda Item No. 08 Page 6 of 14 CC Agenda 07-20-2026
5 as creating a partnership or joint venture between the parties. f. Headings. The headings in this Agreement are for convenience only, are not a part of the Agreement, and in no way affect, limit, or amplify the terms or provisions of this Agreement.
g. Severability / Partial Invalidity. If any term or provision of this Agreement, or its application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. h. Survival. All provisions which by their nature must continue after the Agreement expires or is terminated shall survive the Agreement and remain in full force and effect, including but not limited to the indemnification requirement in Section 5. i. Notices. All notices, requests, and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery; or the date confirmed by the reputable overnight delivery service; or on the fifth calendar day after deposit in the United States Mail, postage prepaid; or the next business day following submission by electronic mail:

To CPA:

Joanne O’Neill
Director, Customer Programs
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
[email protected]
With a copy, which shall not serve as notice as required or specified herein, to:

[email protected]
To Participant:
[Name]
[Title]
City of port Hueneme
[Contact Address]
[Email Address]
j. Electronic Signatures. This Agreement may be executed by electronic signature(s) and transmitted either by facsimile or in a portable document format (“pdf”) version by email and such electronic signature(s) shall be deemed as original for Agenda Item No. 08 Page 7 of 14 CC Agenda 07-20-2026
6 purposes of this Agreement and shall have the same force and effect as a manually executed original.
k. Execution in Counterparts. This Agreement may be executed in two or more counterpart copies, each of which shall be deemed as an original and all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the latest date of execution set forth below.

______________________________
Theodore Bardacke
Chief Executive Officer
Clean Power Alliance of Southern California
Date:
______________________________
[Name]
[Title]
City of port Hueneme
Date:

Agenda Item No. 08 Page 8 of 14 CC Agenda 07-20-2026
7 Exhibit A
Community Electric Vehicle Charging - Program Terms and Conditions

1. CPA Obligations
a. CPA will make commercially reasonable efforts to ensure the availability of Contractor to provide the Technical Services (as defined below). CPA does not guarantee (a) that Contractor will be able to perform all duties that Participant staff would otherwise perform, or (b) that participation in the Program ensures implementation of electrification measures.
b. CPA will provide financial reimbursement to Participant in an amount (i) no greater than $250,000 (two hundred fifty thousand dollars) and (ii) to be specified in the Project Scope and Budget, as defined below.
c. CPA will monitor the Technical Services provided by Contractor.

2. Participant Obligations
a. Data, Point of Contact, and Access. Participant agrees to provide requested data and a dedicated point of contact to CPA and Contractor (if applicable) for coordination purposes throughout the Program. Participant agrees to coordinate visits to its facilities with CPA and Contractor, as needed, to collect information to prepare site designs and EV charging infrastructure installation plans. b. Scope and Budget. Participant shall commit to a project scope and budget (“Project Scope and Budget”) that plans to construct charging infrastructure, and/or install EV charging ports, within three years from the initial project launch meeting with CPA, substantially in the form of Exhibit B, Form of Project Scope and Budget, attached to this Agreement. Participant acknowledges and agrees that it shall not be eligible to receive Technical Services and/or Project Funding (as defined below) until CPA and Participant mutually agree upon the Project Scope and Budget. c. Technical Services. Within twelve (12) months of the Effective Date, Participant shall specify which, if any, technical assistance services (“Technical Services”) will be requested from the Contractor in the Project Scope and Budget. d. Project Funding. Participant shall specify expected use of funding for project implementation (“Project Funding”) and request such Project Funding as follows:
i. Reimbursement Request. Participant shall submit appropriate documentation to request reimbursement substantially in the form of Exhibit C, Form of Reimbursement Request, attached to this Agreement.

Participant shall include all receipts or other documentation necessary to Agenda Item No. 08 Page 9 of 14 CC Agenda 07-20-2026
8 show proof of payment. Participant will provide any additional documentation requested by CPA.
ii. The following expenses are eligible for Project Funding from CPA:

1. EV charging equipment, including warranties, service contracts, and/or subscription fees.

2. Installation costs for EV infrastructure.

3. Charging management software and/or subscription fees.

4. Construction costs for charging infrastructure.

5. Additional expenses to be determined and approved by CPA in its sole discretion.
iii. Participant acknowledges and agrees that any costs that are not agreed upon under the Project Scope and Budget shall be borne by Participant. iv. Warranties and operations support for equipment and any energy management systems will be the responsibility of the Participant to arrange for with the specific vendors of those systems. v. Participant is allowed to combine Project Funding from CPA with funding from other organizations and sources, including, but not limited to, investor-owned utilities, Air Quality Management Districts, rebates, and state and federal grants. Participant shall inform CPA if grants and other funding related to the project scope are received. Participant agrees and acknowledges that in no event shall the combined funding from CPA and third parties exceed 100% of total project costs.
vi. Intellectual Property. Participant agrees and acknowledges that all tools, templates, and other resources generated by the Contractor during the implementation of the Program will be the intellectual property of CPA. e. CPA Customer. As of the Effective Date, Participant represents and warrants that Participant is a CPA public agency customer and acknowledges and agrees that Participant is required to continue to be a CPA public agency customer in order to be eligible to receive services and financial reimbursement under this Agreement.

Participant further acknowledges and agrees that any funding issued to targeted population to support EV charging is only issued to CPA customers. f. Notice to Proceed. Participant shall provide to CPA a written notice to proceed (“Notice to Proceed”) to commence charging infrastructure plans and site design services prior to Contractor commencing work on the Technical Services. The Notice to Proceed shall indicate that the Participant intends to move forward with constructing charging infrastructure.
g. Facilities Information, and Energy Data. Participant agrees to share information with CPA and Contractor regarding facilities information including as-builts or architectural designs, panel schedules, single-line diagrams, as available, and historical energy data for facilities that may install charging.

Agenda Item No. 08 Page 10 of 14 CC Agenda 07-20-2026
9 h. Ongoing Data. Participant agrees to provide CPA access to EV charging data, including uptime and usage data, through the charging operator’s online portal, or other system to be determined, and share EV charging data with CPA during the Term of this Agreement.

Agenda Item No. 08 Page 11 of 14 CC Agenda 07-20-2026
10 Exhibit B
Form of Project Scope and Budget
Following the terms provided in the Participation Agreement, the specific Project Scope and Budget for the Participant will be submitted to CPA substantially in the form illustrated below.

Table 1 : Selected Technical Assistance Services
See Professional Services Agreement with ICF for full details Technical Assistance Task Selected by
participant?
Cost
RFP and Contracting Support [$11,838]*
Grant and Rebate Support [$10,786]*
Site Selection Analysis [$14,068]
Site Analysis [$21,960 ]
Financial Plan [$7,610]
Total [$______]
* The cost for these services will be based on the expected hours incurred,but must not exceed the amount stated in Table 1. An estimate of hourly rates will be provided to the Participant.

Other services have fixed fees. Participants may not necessarily select all services.

Table 2: Project Description
Description of Project
Project Location
Number of Chargers and Ports
Equipment Type and Power Level
Agenda Item No. 08 Page 12 of 14 CC Agenda 07-20-2026
11 How will this project support community
charging?
How will Project Funding be used?
Describe anticipated funding requests
including projected cost, timeline, and how it
will support the project.

Agenda Item No. 08 Page 13 of 14 CC Agenda 07-20-2026
12 Exhibit C
Form of Reimbursement Request
Participant will submit a W-9, and any invoices, receipts, or other appropriate documentation to show paid expenditure of funds, along with this reimbursement request, as specified in the Project Scope and Budget. A reimbursement request with the information noted in the table below will be submitted to CPA for approval. CPA will notify the Participant of approval and forthcoming repayment.

Participant Information For CPA use only
Item Pre-Approved
Reimbursement
Amount
Final Cost Title of Attached
Receipts
Approved? Notes
Grand Total
Remaining Funds
Agenda Item No. 08 Page 14 of 14 CC Agenda 07-20-2026
DATE: July 20, 2026
TO: Honorable City Council
FROM: James Vega, City Manager
Anna Hanely, Recreation and Community Services Manager
SUBJECT: ADOPTION OF A RESOLUTION AUTHORIZING STAFF TO OPERATE

THE SENIOR NUTRITION PROGRAM IN COOPERATION WITH THE

COUNTY OF VENTURA
RECOMMENDATION:

It is recommended the City Council adopt a resolution authorizing the City Manager to contract with the Ventura County Human Services Agency, Area Agency on Aging to continue administering the Senior Nutrition Program in cooperation with the County of Ventura.

BACKGROUND/ANALYSIS:

The City of Port Hueneme assumed responsibility from the County for the operation of the Senior Nutrition Program beginning April 1, 2005. Since that time the City has administered the home meal delivery program through annual agreements with the Ventura County Area Agency on Aging.

The City of Port Hueneme will receive funding to provide 9000 home delivered meals.

Individuals eligible to receive home delivered meals are as follows:
a.) Any individual aged 60 and older who is frail and homebound by reason of disability, illness or isolation; or
b.) A spouse of a home delivered meal recipient, regardless of age, if it is determined that providing a meal is in the best interest of the homebound participant; or c.) An individual with a disability who resides at home with a participant if it is determined that providing a meal is in the best interest of the homebound individual.

The current agreement is scheduled to expire on June 30, 2026 and a Council adopted resolution is required as part of the grant renewal application for the program period of July 1, 2026 through June 30, 2027.

Agenda Item No. 09 Page 1 of 4 CC Agenda 07-20-2026
Senior Nutrition Program Renewal
July 20, 2026

FISCAL IMPACT:
$56,000 in grant funding is anticipated from the County of Ventura through the Older Americans Act. The grant requires a matching contribution of $5,600 that the City satisfies through the provision of in-kind services, which are part of existing budget appropriations.

STRATEGIC PLAN:

Primary Strategic Pillar(s) and Initiative(s):

Strategic Partnerships
• Identify and organize Issue-Centric Focus Groups/Teams to optimally deploy shared resources
ATTACHMENTS:

A. Resolution
Agenda Item No. 09 Page 2 of 4 CC Agenda 07-20-2026
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PORT HUENEME,

CALIFORNIA, AUTHORIZING THE CITY MANAGER TO CONTRACT WITH

THE VENTURA COUNTY HUMAN SERVICES AGENCY, AREA AGENCY ON

AGING FOR THE CITY TO CONTINUE DAY-TO-DAY SITE OPERATIONS FOR

THE SENIOR NUTRITION PROGRAM
WHEREAS, the Ventura County Human Services Agency, Area Agency on Aging (VCAAA) currently receives Older Americans Act Funds in order to provide County-wide Senior Nutrition Program services in Ventura County, including Port Hueneme Community Center; and WHEREAS, VCAAA restructured the County-wide Senior Nutrition Program effective April 1, 2005; and
WHEREAS, the restructured County-wide Senior Nutrition Program resulted in the VCAAA arranging for the purchase of periodic delivery of frozen meals to the Community Center; and
WHEREAS, the City of Port Hueneme (City) completed the contract period as of June 30, 2026, and wishes to apply to maintain its Home Delivered meal program for the period of July 1, 2026-June 30, 2027; and
WHEREAS, the VCAAA has agreed to allow the City to collect and retain program revenues and voluntary donations and has further agreed to provide Federal grant funding to offset the cost of the City providing day-to-day management of the Senior Nutrition Program at the Port Hueneme Community Center.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT HUENEME, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1: The foregoing recitals are true and correct.

SECTION 2: The City Council authorizes the City Manager, to contract with the Ventura County Human Services Agency, Area Agency on Aging for the City to continue to sign for the PolicyMaking Body on the Application and on the Budget, and the City Manager may sign for actions and revisions to the project which occur during the contract period.

SECTION 3: This Resolution takes effect immediately upon adoption.

SECTION 4: The City Clerk is hereby directed to certify the passage and adoption of this Resolution and cause it to be placed in the Resolution book.

PASSED, APPROVED, AND ADOPTED, this 20th day of July, 2026.

Martha McQueen-Legohn, Mayor
ATTEST:
________________________________
Georgianna Nicole Alvarez
City Clerk
Attachment A
Agenda Item No. 09 Page 3 of 4 CC Agenda 07-20-2026
CC Resolution No.____, Page 2 of 2

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF VENTURA ) SS.

CITY OF PORT HUENEME )
I, Georgianna Nicole Alvarez, City Clerk of the City of Port Hueneme, California, do hereby certify that the foregoing Resolution No. ___ was duly adopted at the Regular meeting of the City Council on the __ day of _____, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Dated:

Georgianna Nicole Alvarez
City Clerk
Agenda Item No. 09 Page 4 of 4 CC Agenda 07-20-2026
DATE: July 20, 2026
TO: Honorable City Council
FROM: James Vega, City Manager
Ashley Chaparro, Finance Director
SUBJECT: FISCAL YEAR (FY) 2026-27 GANN LIMIT RESOLUTION RECOMMENDATION:

It is recommended that City Council adopt a Resolution of the Council of the City of Port Hueneme determining and establishing the City’s Appropriations limit for FY 2026-27.

BACKGROUND/ANALYSIS:

The City of Port Hueneme adopts a biennial or two-year budget and operates on a July 1 to June 30 fiscal year. The Fiscal Year 2025-26 and Fiscal Year 2026-27 budget was adopted by Council on June 2, 2025. In accordance with the City’s Budget Policy, on June 1, 2026, at a joint public hearing, Council approved revisions to Year 2 of the adopted budget and an updated 5-Year CIP Schedule. Staff are recommending Council formally adopt the calculation of the Fiscal Year 2026-27 Gann Appropriation Limit and a Resolution previously presented to establish the limit for the new fiscal year.

GANN APPROPRIATION LIMIT
California law requires that cities annually calculate and establish an appropriations limit on spending pursuant to Article XIIIB of the State Constitution and as amended by Proposition 111 - the Traffic Congestion Relief and Spending Act of 1990. The Appropriations Limit, also known as the Gann Limit, restricts the proceeds of taxes that State and local governments in California can receive and appropriate each Fiscal Year.

Proposition 111 allows cities to take 1) the greater of increase in California Per Capita Income or, 2) non-residential assessed valuations due to new construction within the City, and factor it with the greater of a) the increase in City population or, b) the increase in County population. The resulting factor is applied to the prior year’s limit to determine the amount to be established as the Appropriations Limit for Fiscal Year 2026-27. The CPI and City/County population figures are provided by the California Department of Finance.

The Gann Limit for 2026-27 has been calculated at $18,554,339 as indicated in the Resolution. This limit represents the maximum amount of tax proceeds that the City can collect and spend during the Fiscal Year. The City tax proceeds of $16,142,045 are Agenda Item No. 10 Page 1 of 5 CC Agenda 07-20-2026
FY2026-27 Gann Limit Resolution
July 20, 2026

substantially under the established Gann Limit for the fiscal year. See attached GANN Resolution and Exhibit B (Attachment E & F).

FISCAL IMPACT:

None. This item does not require an expenditure of funds.

STRATEGIC PLAN:

Primary Strategic Pillar(s) and Initiative(s):

Optimal Levels of Service for Residents and Businesses
• Promote operational excellence in all City functions and embody best practices as a municipality
ATTACHMENTS:

A. FY2026-27 Gann Limit Resolution including:
- Exhibit A FY2026-27 Gann Limit Calculation
Agenda Item No. 10 Page 2 of 5 CC Agenda 07-20-2026
RESOLUTION NO. ____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PORT HUENEME,

CALIFORNIA, ESTABLISHING THE APPROPRIATION LIMIT FOR THE FISCAL YEAR 2026-27 PURSUANT TO ARTICLE XIIIB OF THE CALIFORNIA

CONSTITUTION
WHEREAS, Article XIIIB of the California Constitution states that the total annual appropriation subject to limitations of each government entity shall not exceed the appropriation limit of such entity of government, except for prior year adjustments in the cost-of-living or personal income and population, as noted in Article XIIIB and State Statues; and WHEREAS, pursuant to Article XIIIB of the California Constitution, and section 7900 et seq. of the California Government Code, the City of Port Hueneme is required to set its appropriation limit for each fiscal year by resolution, and approve appropriate inflation and population factors used in calculating the limit; and
WHEREAS, the total annual appropriation subject to limitation has been computed in accordance with provisions set forth in Article XIIIB, Government Code Section 7900 et seq and Proposition 111; and
WHEREAS, detailed documentation used in calculating the appropriation limit for Fiscal Year 2026-27 is available for review on file in the Finance Department, online, and a summary is provided in the attached Exhibit “A”, which is incorporated as part of this resolution for reference.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT HUENEME, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1: That the City reserves the right to adjust or amend the appropriation limit based upon use of alternative growth factors as authorized by Proposition 111 if such changes or revisions would result in an advantageous appropriation limit, now or in the future.

SECTION 2: That the City of Port Hueneme Limit for Fiscal Year 2026-27 is $18,554,339 as calculated under Exhibit “A”.

SECTION 3: That the growth factors in calculating the Fiscal Year 2026-27 Appropriation Limit shall be the percentage change in California per capita income and the percentage change in the population in the County of Ventura.

SECTION 4: This resolution shall take effect immediately upon its passage.

SECTION 5: The City Clerk shall certify to the adoption of this Resolution and enter it into the book of original Resolutions.

PASSED, APPROVED, AND ADOPTED, this 20th day of July, 2026.

Martha R. McQueen-Legohn, Mayor
ATTEST:
________________________________
Georgianna Nicole Alvarez
City Clerk
Attachment A
Agenda Item No. 10 Page 3 of 5 CC Agenda 07-20-2026

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF VENTURA ) SS.

CITY OF PORT HUENEME )
I, Georgianna Nicole Alvarez, City Clerk of the City of Port Hueneme, California, do hereby certify that the foregoing Resolution No. ____ was duly adopted at the special joint meeting of the City Council, Surplus Property Authority, and Housing Authority on the 20th day of July, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Dated:

Georgianna Nicole Alvarez
City/Authority Clerk
Agenda Item No. 10 Page 4 of 5 CC Agenda 07-20-2026
FY2026-27 Appropriations Limit
EXHIBIT “A”
GANN APPROPRIATIONS LIMIT – FISCAL YEAR 2026-27
Article XIIIB of the California State Constitution, commonly referred to as the Gann Initiative or Gann Appropriations Limit, was adopted by California voters in 1980 and placed limits on the amount of proceeds of taxes that state and local government agencies can appropriate and spend each year.

The limit is different for each agency and changes each year. Each year’s limit is based on the amount of tax proceeds that were authorized to be spent in the base Fiscal Year 1978-79 in each agency, and modified for changes in inflation and population in each subsequent year. Inflationary adjustments are, by law, based on increases in the California per capita income or the increase in non-residential assessed valuation due to new construction.

Population adjustments are based on city population growth or county population growth.

The annual adjustment factors used in making this calculation are the cost-of-living adjustment (CPI based on the percentage change in California per capita income) and the population adjustment based on the annual population change for the County of Ventura.

For Fiscal Year 2026-27, the City of Port Hueneme’s estimated tax proceeds subject to limitation as set forth in the 2026-27 budget are $16,142,045. As established by the following calculations, the City of Port Hueneme’s appropriations limit for Fiscal Year 2026-27 is $18,554,339, which exceeds the appropriations subject to limitation by $2,412,294.

CITY OF PORT HUENEME

PERMITTED GROWTH RATE
IN CITY APPROPRIATIONS FOR FY 2026-27
Per Capita Cost of Living Change: 4.95
Population Change (County %): -0.60
Per Capita Cost of Living converted to a ratio: 4.95+100 = 1.0495
100
Population Change (County) converted to a ratio: -0.6+100 = 0.994
100
Calculation of factor for FY 2026-27: 1.0495 x 0.994 = 1.0432 Prior Year Appropriation Limit 17,785,934
Aggregate Change Factor 1.0432
Increase in Appropriation Limit 768,406
Appropriation Limit FY 2026-27 18,554,339
Agenda Item No. 10 Page 5 of 5 CC Agenda 07-20-2026
DATE: July 20, 2026
TO: Honorable City Council
FROM: James Vega, City Manager
Fred Camarillo, Public Works Director
SUBJECT: AMENDMENT NO. 1 TO THE ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH RINCON CONSULTANTS, INC. FOR

ENVIRONMENTAL CONSULTING SERVICES
RECOMMENDATION:

It is recommended that the City Council authorize the City Manager, or designee, to execute Amendment No. 1 to the Professional Services Agreement with Rincon Consultants, Inc. (Rincon), increasing the agreement's total not-to-exceed compensation amount from $300,000 to $600,000 for environmental consulting services during the term of the existing five-year on-call agreement.

BACKGROUND/ANALYSIS:

On October 2, 2023, the City Council approved a five-year On-Call Professional Services Agreement with Rincon Consultants, Inc. (Rincon) to provide environmental consulting services in support of City capital improvement projects, maintenance activities, regulatory compliance, environmental permitting, and California Environmental Quality Act (CEQA). The agreement established a total not-to-exceed compensation amount of $300,000.

Since approval of the agreement, the City has utilized Rincon's services on a number of projects requiring specialized environmental permitting, biological studies, environmental review, agency coordination, and regulatory compliance support. Work authorized under the agreement has included:
• Bubbling Springs Creek Clearing – 2024
• Bubbling Springs Creek Clearing – 2025
• Bubbling Springs Creek Clearing – 2026
• Bubbling Springs Park Renovation Bird Study
• Underground Fuel Tank Removal Project
• Senate Bill 1383 Reporting Assistance
Agenda Item No. 11 Page 1 of 34 CC Agenda 07-20-2026
Amendment to On-Call Professional Services
July 20, 2026

Rincon has developed extensive institutional knowledge of the City's infrastructure, environmental resources, regulatory obligations, and project history. Prior to the current on-call agreement, Rincon prepared the environmental documentation and permits for the Bubbling Springs Natural Channel Vegetation Removal Project, including CEQA compliance, biological resource assessments, regulatory agency coordination, and the original long-term Lake and Streambed Alteration Agreement (LSAA) with the California Department of Fish and Wildlife (CDFW). Rincon continues to support the City's annual maintenance activities at Bubbling Springs Creek and maintains ongoing coordination with resource agencies to ensure continued regulatory compliance.

The City also has several ongoing and multi-year projects that continue to require environmental consulting services, including:
• The Fuel Tank Replacement Project, for which Rincon is providing environmental review, permitting assistance, and regulatory compliance support; • The annual Bubbling Springs Creek Maintenance and Vegetation Clearing Project, including biological monitoring, permit compliance, and agency coordination; and
• Preparation of an amendment to the City's existing LSAA with CDFW to allow the use of herbicide treatments for cattail management within Bubbling Springs Creek.

The existing $300,000 contract authority is insufficient to support the environmental consulting needs for these ongoing projects throughout the agreement's remaining term (ending December 2028). Increasing the contract authority to $600,000 will allow the City to continue utilizing Rincon's services without interruption and maintain project schedules.

Continuing to use Rincon is both financially advantageous and operationally efficient. As the City's incumbent environmental consultant, Rincon has already completed the environmental analyses, technical studies, permitting documentation, and regulatory coordination associated with many of the City's ongoing projects. Retaining Rincon eliminates the need for duplicative research and environmental review efforts, reduces project startup costs, minimizes consultant transition time, and provides continuity in agency coordination and project implementation. A new consultant would require significant time to become familiar with project histories, existing permits, prior environmental documentation, and regulatory commitments, resulting in additional costs and potential project delays.

FISCAL IMPACT:

None. This item does not require an expenditure of funds. Approval of the amendment would increase the total not-to-exceed compensation under the agreement with Rincon Consultants, Inc. from $300,000 to $600,000, for an increase of $300,000.

Agenda Item No. 11 Page 2 of 34 CC Agenda 07-20-2026
Amendment to On-Call Professional Services
July 20, 2026

Funding for services performed under the agreement will be provided through projectspecific appropriations and authorized Public Works Department operating and capital improvement budgets as services are requested.

STRATEGIC PLAN:

Optimal Levels of Service for Residents and Businesses
• Promote operational excellence in all City functions and embody best practices as a municipality
• Establish desired service levels for all City functions Safe, Secure, & Beautiful Community
• Upgrade our beach, parks, City-owned facilities and structures to provide a better experience for our residents, employees, commuters, and visitors ATTACHMENTS:

A. Sample Amendment No. 1 to the Professional Services Agreement with Rincon Consultants, Inc.

B. Original Professional Services Agreement Approved October 2, 2023.

Agenda Item No. 11 Page 3 of 34 CC Agenda 07-20-2026
This Page Intentionally Left Blank
Agenda Item No. 11 Page 4 of 34 CC Agenda 07-20-2026
f:\agenda, mtg packets\2026 07 20 phwa & cc reg mtg & hsa spc mtg\council\z_final reports\11_consent - amendment oncall professional services\a. amendment no. 1 to the professional services agreement.docx
AMENDMENT NO. 1
TO AGREEMENT NO. 2023-PSA-OC19-01R
FOR 5-YEAR ON-CALL ENVIRONMENTAL CONSULTING SERVICES
This Amendment No. 1 ("Amendment") to Agreement No. 2023-PSA-OC19-01R is entered into this _____ day of ____________, 2026, by and between the CITY OF PORT HUENEME, a municipal corporation ("CITY"), and RINCON CONSULTANTS, INC., a California corporation ("CONSULTANT").

1. AMENDMENT TO SECTION 1(C) – CONSIDERATION
Section 1(C) of Agreement No. 2023-PSA-OC19-01R is hereby amended to read as follows:

C. As additional consideration, CITY agrees to pay CONSULTANT for CONSULTANT's services performed pursuant to duly executed Task Orders. The total cumulative compensation payable under this Agreement, including all Task Orders and amendments, shall not exceed Six Hundred Thousand Dollars ($600,000) unless further amended in writing by the parties. CITY will pay CONSULTANT on the basis of the hourly rates and cost reimbursement rates specified in Exhibit "A," as may be amended from time to time.

2. REMAINDER OF AGREEMENT
Except as expressly modified herein, all other terms, conditions, covenants, and provisions of Agreement No. 2023-PSA-OC19-01R shall remain unchanged and in full force and effect.

3. EFFECTIVE DATE
This Amendment No. 1 shall become effective upon execution by both parties.

Date: ____________________________

SIGNATURES APPEAR ON FOLLOWING PAGE
Attachment A
Agenda Item No. 11 Page 5 of 34 CC Agenda 07-20-2026
f:\agenda, mtg packets\2026 07 20 phwa & cc reg mtg & hsa spc mtg\council\z_final reports\11_consent - amendment oncall professional services\a. amendment no. 1 to the professional services agreement.docx
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above.

CITY OF PORT HUENEME RINCON CONSULTANTS, INC.
____________________________ By: _____________________________ James Vega, City Manager Authorized representative
ATTEST:
_______________________________
Georgianna Nicole Alvarez, City Clerk
APPROVED AS TO FORM:
_____________________________
Paul Early, City Attorney
Agenda Item No. 11 Page 6 of 34 CC Agenda 07-20-2026
Agreement No. 2023-PSA-OC19-01R

AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES

BETWEEN

THE CITY OF PORT HUENEME
AND
RINCON CONSULTANTS, INC.
5-YEAR ON-CALL

ENVIRONMENTAL CONSULTING SERVICES
This AGREEMENT is entered into this ______ day of ______________, 2023, by and between the CITY OF PORT HUENEME, a charter city and municipal corporation (“CITY”) and Rincon Consultants, Inc. (“CONSULTANT”).

1. CONSIDERATION.

A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT for CONSULTANT’s services not to exceed sum(s) as set forth in duly executed Task Order(s). CITY will pay this sum(s) on the basis of the hourly rates and cost reimbursement rates as specified in the attached Exhibit “A,” which is incorporated herein.

2. SCOPE OF SERVICES.

A. CONSULTANT will perform environmental consulting services listed in the attached Exhibit “B,” which is incorporated by reference. The provisions contained in this Agreement will supersede any conflicting provisions in Exhibit B.

B. The specific services required of CONSULTANT under this Agreement will consist of the tasks and obligations defined in a Task Order approved by CITY and CONSULTANT, in response to specific project scopes of work and services requested by CITY. Any duly executed and approved Task Order will become a part of this Agreement.

C. Consulting services required by CITY will be provided on an as-needed basis with CITY determining and advising CONSULTANT as to when specific services are required to be performed or completed by CONSULTANT.

D. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 18 December
Attachment B
Agenda Item No. 11 Page 7 of 34 CC Agenda 07-20-2026

equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement.

3. PAYMENTS.

A. For CITY to pay CONSULTANT as specified by this Agreement and as set forth in each approved Task Order, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit “A”), the tasks performed, the percentage of the task completed during the billing period, and the cumulative percentage completed for each task.

B. For services involving the preparation of plans and specifications, payment to CONSULTANT, as provided herein, will not exceed ninety percent (90%) of the total amount for the specific Task Order before completing the plans and specifications. The final 10% will be paid within 45 days after CITY accepts the plans and specifications, as determined by the Public Works Director.

C. The maximum not-to-exceed amount for any individual Task Order will be limited to $75,000.00.

D. CITY’s city manager may make payments up to $25,000.00 for special items of work not included in the project scope of work and services as set forth in the Task Order. Payments for special work will only be made after CITY issues a written notice to proceed for the specific special tasks. A written scope of work, an agreed upon additional fee, a schedule for starting and completing the special tasks, and an agreed upon extension of the time for performance, if needed to complete the special work, will be required before CITY issues a notice to proceed for special work. All special work will be subject to all other terms and provisions of this Agreement.

4. FAMILIARITY WITH WORK.

A. By executing this Agreement, CONSULTANT agrees that CONSULTANT has i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

B. If services involve work upon any site, CONSULTANT agrees that DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 8 of 34 CC Agenda 07-20-2026

CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder.

Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT’s own risk until written instructions are received from CITY.

5. TERM.

A. The term of this Agreement will be for a period of five (5) years beginning on the date of this Agreement, except that the term will be extended to the completion date of any Task Order in effect at the end of the term of this Agreement.

B. The term of this Agreement and any Task Order may be extended as determined by the Public Works Director or by written amendment to the Agreement or any Task Order.

C. The time allowed for CONSULTANT’s completion of the services to be provided in accordance with the provisions of any Task Order will be as set forth in the Task Order.

D. When services are requested by CITY, CONSULTANT will commence the requested services within a three-week notice period at any time during the term of this Agreement. CITY may terminate this Agreement as stated in Section 13.

6. COMMENCEMENT OF WORK. CONSULTANT will not perform any work for specific project scopes of work and services under duly executed and approved Task Orders under this Agreement until:

A. CONSULTANT furnishes annual proof of insurance as required under Section 21 of this Agreement; and
B. CITY gives CONSULTANT a written notice to proceed.

C. Should CONSULTANT begin work on any approved Task Order in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT’s own risk.

7. TIME EXTENSIONS DUE TO DELAY. Should CONSULTANT be delayed by causes beyond CONSULTANT’s control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Public Works Director within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement’s schedule. The Public Works Director will extend the completion date, when appropriate, for the completion of the contracted services.

DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 9 of 34 CC Agenda 07-20-2026

8. CHANGES. CITY may order changes in the services within the general scope of this Agreement, or in any duly executed Task Order, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties.

9. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number.

10. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

11. PROJECT COORDINATION AND SUPERVISION.

A. CONSULTANT’s professional services will be actually performed by, or immediately supervised by Jaime Grunden.

B. A specific individual employed by CONSULTANT, and approved by the City Public Works Director, will be assigned as Project Manager for each specific project defined in the Task Orders. The assigned Project Manager will be responsible for job performance, fee negotiations, and contractual matters, and is personally in charge of and personally supervise or perform the technical execution of the Project on a day-to-day basis on behalf of CONSULTANT, and will maintain direct communication with CITY’s Project Manager.

C. Should the Project Manager be unable to complete his/her respective responsibilities on any specific project assignment as set forth in the Task Order, for any reason, he/she will be replaced by another qualified person approved by the City Public Works Director

12. WAIVER. CITY’s review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT’s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

13. TERMINATION.

A. Except as otherwise provided, CITY may terminate this Agreement, or any individual Task Order, at any time with or without cause. Notice will be in writing at least thirty (30) days before the effective termination date.

DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 10 of 34 CC Agenda 07-20-2026

B. CONSULTANT may terminate this Agreement, or any individual Task Order, at any time with CITY’s mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date.

C. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY’s option, become CITY’s property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C).

D. Should the Agreement, or any individual Task Order, be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.

E. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY’s termination under this Section.

14. NOTICE OF BREACH AND OPPORTUNITY TO CURE. Neither party will be deemed to be in breach of this Agreement based on a breach that is capable of being cured until it has received written notice of the breach from the other party. The party charged with breach will have fifteen (15) days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other party within fifteen (15) days from the date on which the party received notice of breach, the non-breaching party may terminate this Agreement.

15. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY’s property.

CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY’s written notice. CITY agrees that use of CONSULTANT’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY’s own risk.

16. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or City without CITY’s prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties.

17. INDEMNIFICATION.

A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify, including, without limitation, CITY’s defense DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 11 of 34 CC Agenda 07-20-2026

costs (including reasonable attorney’s fees), from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT’s officers, agents, employees, or representatives, in the performance of this Agreement.
ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and certified volunteers.

C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.

D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 22, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

18. ASSIGNABILITY. This Agreement is for CONSULTANT’s professional services.

CONSULTANT’s attempts to assign the benefits or burdens of this Agreement without CITY’s written approval are prohibited and will be null and void.

19. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only.

DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 12 of 34 CC Agenda 07-20-2026

20. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities.

CONSULTANT will retain such financial and program service records for at least four (4) years after termination or final payment under this Agreement.

21. INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance Limits (combined single)
Commercial general liability: $1,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement.

B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form number. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City.

C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto).

D. Professional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” CONSULTANT will continue to maintain the insurance in effect for a period of three (3) years after this Agreement expires or is terminated (“extended insurance”). Such extended insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by City arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.

E. CONSULTANT will furnish to City duly authenticated Certificates of Insurance DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 13 of 34 CC Agenda 07-20-2026

evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.”
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at CONSULTANT’s expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate.

22. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY’s prior written approval to use any subcontractor while performing any portion of this Agreement. Such approval must be of the proposed subcontractor and the terms of compensation. The subcontractor for any specific project scopes of work and services will be listed in the Task Order.

23. INCIDENTAL TASKS. When required by any Task Order, CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update.

24. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:

CITY CONSULTANT
Charles Cable, PE, Principal Engineer Jaime Grunden, Sr. Biologist/PM Public Works Department 180 North Ashwood Avenue
City of Port Hueneme Ventura, CA 93003
250 N. Ventura Road 805-644-4455
Port Hueneme, CA 93041 [email protected]
805-986-6658 (office)
[email protected]

Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. This section does not apply to day-to-day communications between CITY’s and CONSULTANT’s project managers.

25. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT’s bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT’s bona fide employee, any fee, DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 14 of 34 CC Agenda 07-20-2026

commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability.

26. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT’s or CITY’s obligations under this Agreement. Notwithstanding the foregoing provisions, the State of California may exercise the rights reserved for it under this Agreement to ensure compliance with applicable California laws and regulations.

27. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Ventura County.

28. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the Parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are two (2) Exhibits to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns.

29. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below:

A. Exhibit A: Fee Schedule
B. Exhibit B: Scope of Work for Environmental Consulting Services

30. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.

31. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.

32. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY’s city manager, or designee, may execute any such amendment on behalf of CITY.

DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 15 of 34 CC Agenda 07-20-2026

33. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature.

34. COVENANTS AND CONDITIONS. The parties agree that all of the provisions hereof will be construed as both covenants and conditions, the same as if the words importing such covenants and conditions had been used in each separate paragraph.

35. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

36. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ control, then the Agreement will immediately terminate without obligation of either party to the other.

37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.

38. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency.
[Signatures on next page]
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 16 of 34 CC Agenda 07-20-2026

IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.

RINCON CONSULTANTS, INC., a California corporation
_________________________________ ________________________________ , President , Secretary
Taxpayer ID No. ___________________
CITY OF PORT HUENEME, a municipal corporation
_________________________________
City Manager

ATTEST:
_________________________________
City Clerk
APPROVED AS TO FORM:
_________________________________
City Attorney
Richard Daulton John Dreher
77-0390093
John Dreher
Digitally signed by John
Dreher
Date: 2023.12.13
08:29:46 -08'00'
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 12/15/2023
Kevin Spaulding
james vega
12/15/2023
Georgianna Nicole Alvarez
12/18/2023
Agenda Item No. 11 Page 17 of 34 CC Agenda 07-20-2026
Rincon Consultants, Inc.

Effective January 1, 2024
Standard Fee Schedule for Environmental Sciences and Planning Services Professional, Technical and Support Personnel* January 1, 2024 – December 31, 2024 Senior Principal $319
Principal $307
Director $307
Senior Supervisor II $292
Supervisor I $272
Senior Professional II $255
Senior Professional I $238
Professional IV $211
Professional III $196
Professional II $174
Professional I $155
Associate III $130
Associate II $117
Associate I $109
Field Technician $94
Data Solutions Architect $196
Senior GIS Specialist $187
GIS/CADD Specialist II $167
GIS/CADD Specialist I $150
Technical Editor $147
Project Accountant $125
Billing Specialist $107
Publishing Specialist $120
Clerical $107
* Professional classifications include environmental scientists, urban planners, biologists, geologists, marine scientists, GHG verifiers, sustainability experts, cultural resources experts, and other professionals. Expert witness services consisting of depositions or in-court testimony are charged at the hourly rate of $400.

Reimbursable Expenses
Direct Cost Rates
Photocopies – B/W $0.25 (single-sided), $0.45 (double-sided) Photocopies – Color $1.55 (single-sided), $3.10 (double-sided) Photocopies – 11” by 17” $0.55 (B/W), $3.40 (color)
Oversized Maps $8.50/square foot
Digital Production $15/CD, $20/flash drive
Light-Duty and Passenger Vehicles* $90/day
4WD and Off-Road Vehicles* $150/day
* Current IRS mileage rate for mileage over 50 and for all miles incurred in employee-owned vehicles.

Direct Costs. Other direct costs associated with the execution of a project, that are not included in the hourly rates above, are billed at cost plus 16%. These may include, but are not limited to, laboratory and drilling services, subcontractor services, authorized travel expenses, permit charges and filing fees, mailings and postage, performance bonds, sample handling and shipment, rental equipment, and vehicles other than covered by the above charges.

Annual Escalation. Standard rates subject to 3.5% annual escalation, on January 1.

Payment Terms. All fees will be billed to Client monthly and shall be due and payable upon receipt or as indicated in the contract provisions for the assignment. Invoices are delinquent if not paid within 10 days from receipt or per the contractually required payment terms.

DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Exhibit A Page 1 of 2
Agenda Item No. 11 Page 18 of 34 CC Agenda 07-20-2026
Rincon Consultants, Inc.

Effective January 1, 2024
Equipment Rate
Environmental Site Assessment
Soil Vapor Extraction Monitoring Equipment $160
Four Gas Monitor $137
Flame Ionization Detector $110
Photo Ionization Detector $82
Hand Auger Sampler $62
Water Level Indicator, DC Purge Pump $46
CAPDash $7,500
Natural Resources Field Equipment
UAS Drone $300
Spotting or Fiberoptic Scope $170
Pettersson Bat Ultrasound Detector/Recording Equipment $170 Sound Level Metering Field Package (Anemometer, Tripod and Digital Camera) $113 GPS (Submeter Accuracy) $67
Infrared Sensor Digital Camera or Computer Field Equipment $57 Scent Station $23
Laser Rangefinder/Altitude $11
Pitfall Traps, Spotlights, Anemometer, GPS Units, Sterilized Sample Jar $9 Mammal Trap, Large/Small $1.55/$0.55
Water and Marine Resources Equipment
Boat (20-foot Boston Whaler or Similar) $800
Multiparameter Sonde (Temperature, Conductivity, Turbidity, DO, pH) with GPS $170 Water Quality Equipment (DO, pH, Turbidity, Refractometer, Temperature) $62 Refractometer (Salinity) or Turbidity Meter $38
Large Block Nets $114
Minnow Trap $98
Net, Hand/Large Seine $57
Field Equipment Packages
Standard Field Package (Digital Camera, GPS, Thermometer, Binoculars, Tablet, Safety Equipment, and Botanic Collecting Equipment)
$114
Remote Field Package (Digital Camera, GPS, Thermometer, Binoculars, Tablet and Mifi, Delorme Satellite Beacon, 24‐Hour Safety Phone)
$144
Amphibian/Vernal Pool Field Package (Digital Camera, GPS, Thermometer, Decon Chlorine, Waders, Float Tube, Hand Net, Field Microscope)
$170
Fisheries Equipment Package (Waders, Wetsuits, Dip Nets, Seine Nets, Bubblers, Buckets) $57 Underwater and Marine Sampling Gear (Photo/Video Camera, Scuba Equipment [Tanks, BCD, Regulators, Wetsuits, etc.])
$57/diver
Marine Field Package (Personal Flotation Devices, 100-foot Reel Tapes with Stainless Carabiners, Pelican Floats, Underwater Slates, Thermometer, Refractometer, Anemometer, Various Field Guides)
$100
Insurance, Hazard, and Fees
Historic Research Fees $55
L&H Dive Insurance $57/diver
Level C Health and Safety $70/person
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Exhibit A Page 1 of 2
Agenda Item No. 11 Page 19 of 34 CC Agenda 07-20-2026
ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD

DATE (MM/DD/YYYY)
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER

POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED
CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $
MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG $ OTHER: $ COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

CERTIFICATE OF LIABILITY INSURANCE
Lockton Insurance Brokers, LLC
777 S. Figueroa Street, 52nd Fl.

CA License #0F15767
Los Angeles CA 90017
(213) 689-0065
Rincon Consultants, Inc.
180 N Ashwood Ave.

Ventura CA 93003
RINCO01
Crum & Forster Specialty Insurance Co 44520
Hartford Fire Insurance Company 19682
Starstone National Insurance Company 25496
X
X
X SIR: $50,000
X P&I
3,000,000
100,000
10,000
3,000,000
4,000,000
4,000,000
X
X X
1,000,000

XXXXXXX

XXXXXXX

XXXXXXX
Comp./Coll. Ded 1,000
X
X
X 10,000
10,000,000
10,000,000

XXXXXXX
N
X
1,000,000
1,000,000
1,000,000
Contractors Pollution Liab
E&O Liab.

Limit: $3,000,000/$4,000,000
Limit: $3,000,000/$4,000,000
Retro Date: 12/9/1994
B 72UENOL5481 2/1/2023 2/1/2024
A EPK-142587 2/1/2023 2/1/2024
A EPK-142587 2/1/2023 2/1/2024
A EXO4278419 2/1/2023 2/1/2024
C T10230329 2/1/2023 2/1/2024
2/1/2024
1462718
Y Y
Y Y
N N
Y
1/24/2023
N N
16059489
16059489 XXXXXXX
City of Port Hueneme
Attn: Public Works Department
250 North Ventura Road
Port Hueneme CA 93041
Effective 2/1/2023 – 2/1/2024: Cyber Liability $5M Limit $25K retention, Carrier: At-Bay, Policy No. ATB-6688178-01, $5M xs $5M Limit, Carrier: E-Risk, Policy No. EKS3462982. Re: All Operations The City of Port Hueneme, its officers, agents, employees and volunteers are included as additional insured for General Liability and Auto Liability with respect to work performed for them by the Named Insured as required by written contract, per Blanket Additional Insured endorsement EN0147-1111, EN0320-0211, EN0321-0211 & HA99160312. Liability Coverage is Primary and Non-Contributory as required by written contract, per endorsement EN0147-1111 & HA99160312.

X
See Attachments
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 20 of 34 CC Agenda 07-20-2026
CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only if more space is required) ACORD 25 (2016/03)
Blanket Waiver of Subrogation applies to General Liability, Auto Liability and Workers Compensation as required by written contract, per Endorsement EN0147-1111, HA99160312 & WC000313. Excess policy follows General Liability, Auto Liability and Employers Liability form.

Certificate Holder ID: 16059489
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 21 of 34 CC Agenda 07-20-2026
Policy Number: EPK-142587
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -

SCHEDULED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) Or
Organization(s):

Location(s) of Covered Operations
Blanket when specifically required in a written contract with the named insured.

Blanket when specifically required in a
written contract with the named insured.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

1. All work, including materials, parts or equipment
furnished in connection with such work, on the project
(other than service, maintenance or repairs) to be
performed by or on behalf of the additional insured(s)
at the location of the covered operations has been
completed; or

2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by
any person or organization other than another
contractor or subcontractor engaged in performing
operations for a principal as a part of the same
project.

EN0321-0211 Page 1 of 1
A. Section III — Who Is An Insured within the Common
Provisions is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" cause, in
whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the
additional insured(s) at the location(s) designated above.

Attachment Code: D563840 Certificate ID: 16059489
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 22 of 34 CC Agenda 07-20-2026
Policy Number: EPK-142587
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -

COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name of Additional Person(s) or Organization(s): Location And Description Of Completed Operations Blanket when specifically required in a written contract with the named insured.

Blanket when specifically required in a written
contract with the named insured.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section III — Who Is An Insured within the
Common Provisions is amended to include as an
insured the person(s) or organization(s) shown in the
Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that
additional insured and included in the
"products-completed operations hazard".

EN0320-0211 Page 1 of 1
Attachment Code: D563841 Certificate ID: 16059489
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 23 of 34 CC Agenda 07-20-2026
Policy Number: EPK-142587
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED

WITH WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

CONTRACTORS POLLUTION LIABILITY COVERAGE PART

ERRORS AND OMISSIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) or Organization(s) Blanket when specifically required in a written contract with the named insured.

A. SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability arising out of "your work" for that person or organization performed by you, or by those acting on your behalf.

B. As respects additional insureds as defined above, this insurance also applies to "bodily injury" or "property damage" arising out of your negligence when the following written contract requirements are applicable:

1. Coverage available under this coverage part shall apply as primary insurance. Any other insurance available to these additional insureds shall apply as excess and not contribute as primary to the insurance afforded by this endorsement.

2. We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for injury or damage arising out of "your work" performed under a written contract with that person(s) or organization(s).

3. The term "additional insured" is used separately and not collectively, but the inclusion of more than one "additional insured" shall not increase the limits or coverage provided by this insurance.

This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies.

ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.

EN0147-1111 Page 1 of 1
Attachment Code: D563842 Certificate ID: 16059489
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 24 of 34 CC Agenda 07-20-2026
Policy Number: 72UENOL5481
Policy Term: 2/1/2023 to 2/1/2024

COMMERCIAL AUTOMOBILE
HA 99 16 03 12

1. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or
Formed Organizations
The Named Insured shown in the
Declarations is amended to include:
(1) Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which you have an
ownership interest of more than 50% on
the effective date of the Coverage Form.

However, the Named Insured does not
include any subsidiary that is an
"insured" under any other automobile
policy or would be an "insured" under
such a policy but for its termination or
the exhaustion of its Limit of Insurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the Named Insured does not include any
newly formed or acquired organization:
(a) That is a partnership or joint
venture,
(b) That is an "insured" under any other
policy,
(c) That has exhausted its Limit of
Insurance under any other policy, or
(d) 180 days or more after its
acquisition or formation by you,
unless you have given us notice of
the acquisition or formation.

Coverage does not apply to "bodily
injury" or "property damage" that results
from an "accident" that occurred before
you formed or acquired the organization.

B. Employees as Insureds
Paragraph A.1. - WHO IS AN INSURED - of
d. Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your
personal affairs.

C. Lessors as Insureds
Paragraph A.1. - WHO IS AN INSURED - of
Section II - Liability Coverage is amended to
add:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor and
(2) The "auto" is leased without a driver.

Such a leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire.

D. Additional Insured if Required by Contract
(1) Paragraph A.1. - WHO IS AN INSURED
- of Section II - Liability Coverage is
amended to add:
f. When you have agreed, in a written
contract or written agreement, that a
person or organization be added as
an additional insured on your
business auto policy, such person or
organization is an "insured", but only
to the extent such person or
organization is liable for "bodily
injury" or "property damage" caused
by the conduct of an "insured" under
paragraphs a. or b. of Who Is An
Insured with regard to the
ownership, maintenance or use of a
covered "auto."
SECTION II - LIABILITY COVERAGE is
amended to add:
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL AUTOMOBILE BROAD FORM

ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply.

Attachment Code: D563844 Certificate ID: 16059489
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 25 of 34 CC Agenda 07-20-2026
The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs:
(1) During the policy period, and
(2) Subsequent to the execution of such
written contract, and
(3) Prior to the expiration of the period
of time that the written contract
requires such insurance be provided
to the additional insured.
(2) How Limits Apply
If you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
most we will pay on behalf of such
additional insured is the lesser of:
(a) The limits of insurance specified in
the written contract or written
agreement; or
(b) The Limits of Insurance shown in
the Declarations.

Such amount shall be a part of and not
in addition to Limits of Insurance shown
in the Declarations and described in this
Section.
(3) Additional Insureds Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional
insured must submit such claim or "suit"
to the other insurer for defense and
indemnity.

However, this provision does not apply
to the extent that you have agreed in a
written contract or written agreement
that this insurance is primary and noncontributory with the additional insured's own insurance.
(4) Duties in The Event Of Accident, Claim,
Suit or Loss
If you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
additional insured shall be required to
comply with the provisions in LOSS
CONDITIONS 2. - DUTIES IN THE

EVENT OF ACCIDENT, CLAIM , SUIT
OR LOSS – OF SECTION IV –
E.

Required by Contract
Only with respect to insurance provided to
an additional insured in 1.D. - Additional
Insured If Required by Contract, the
following provisions apply:
(3) Primary Insurance When Required By
Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary. If other insurance is also
primary, we will share with all that other
insurance by the method described in
Other Insurance 5.d.
(4) Primary And Non-Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract
or written agreement that this insurance
is primary and non-contributory with the
additional insured's own insurance, this
insurance is primary and we will not
seek contribution from that other
insurance.

Paragraphs (3) and (4) do not apply to other
insurance to which the additional insured
has been added as an additional insured.

When this insurance is excess, we will have no
duty to defend the insured against any "suit" if
any other insurer has a duty to defend the
insured against that "suit". If no other insurer
defends, we will undertake to do so, but we will
be entitled to the insured's rights against all
those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the sum
of:

Primary
(1) The total amount that all such other
and
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.

We will share the remaining loss, if any, by the
method described in Other Insurance 5.d.

2. AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire.

The OTHER INSURANCE Condition is amended
by adding the following:

Non-Contributory if
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 Attachment Code: D563844 Certificate ID: 16059489
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 26 of 34 CC Agenda 07-20-2026
If an "employee’s" personal insurance also
applies on an excess basis to a covered "auto"
hired or rented by your "employee" on your
behalf and at your direction, this insurance will
be primary to the "employee’s" personal
insurance.

3. AMENDED FELLOW EMPLOYEE EXCLUSION
EXCLUSION 5. - FELLOW EMPLOYEE - of
SECTION II - LIABILITY COVERAGE does not
apply if you have workers' compensation
insurance in-force covering all of your
"employees".

Coverage is excess over any other collectible
insurance.

4. HIRED AUTO PHYSICAL DAMAGE

COVERAGE
If hired "autos" are covered "autos" for Liability
Coverage and if Comprehensive, Specified
Causes of Loss, or Collision coverages are
provided under this Coverage Form for any
"auto" you own, then the Physical Damage
Coverages provided are extended to "autos" you
hire or borrow, subject to the following limit.

The most we will pay for "loss" to any hired
"auto" is:
(1) $100,000;
(2) The actual cash value of the damaged or
stolen property at the time of the "loss"; or
(3) The cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible. The
deductible will be equal to the largest deductible
applicable to any owned "auto" for that
coverage. No deductible applies to "loss" caused
by fire or lightning. Hired Auto Physical Damage
coverage is excess over any other collectible
insurance. Subject to the above limit, deductible
and excess provisions, we will provide coverage
equal to the broadest coverage applicable to any
covered "auto" you own.

We will also cover loss of use of the hired "auto"
if it results from an "accident", you are legally
liable and the lessor incurs an actual financial
loss, subject to a maximum of $1000 per
"accident".

This extension of coverage does not apply to
any "auto" you hire or borrow from any of your
"employees", partners (if you are a partnership),
members (if you are a limited liability company),
-

SECTION III - PHYSICAL DAMAGE

ADDITIONAL
COVERAGE, the following is added:

The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.

5. 8. ELECTRONIC EQUIPMENT - BROADENED

TEMPORARY TRANSPORTATION EXPENSE

COVERAGE
Paragraph A.4.a. of SECTION III - PHYSICAL
DAMAGE COVERAGE is amended to provide a
limit of $50 per day and a maximum limit of
$1,000.

6. LOAN/LEASE GAP COVERAGE
Under SECTION III - PHYSICAL DAMAGE
COVERAGE, in the event of a total "loss" to a
covered "auto", we will pay your additional legal
obligation for any difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease.
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges
resulting from overdue payments; additional
mileage charges; excess wear and tear charges;
lease termination fees; security deposits not
returned by the lessor; costs for extended
warranties, credit life Insurance, health, accident
or disability insurance purchased with the loan or
lease; and carry-over balances from previous
loans or leases.

7. AIRBAG COVERAGE

COVERAGE

PHYSICAL
a. The exceptions to Paragraphs B.4 -
Under
EXCLUSIONS - of SECTION III - PHYSICAL
DAMAGE COVERAGE are replaced by the
following:

Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely
by use of the power from the "auto's"
electrical system that, at the time of "loss",
is:
(1) Permanently installed in or upon
the covered "auto";
(2) Removable from a housing unit
which is permanently installed in
or upon the covered "auto";
(3) An integral part of the same unit
Paragraph
housing any electronic
B. EXCLUSIONS
equipment described in
-
Paragraphs (1) and (2) above; or
of
DAMAGE
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 Attachment Code: D563844 Certificate ID: 16059489
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 27 of 34 CC Agenda 07-20-2026
for
installed housing unit as described
in Paragraph 2.a. above or is an
integral part of that equipment; or
(3) An integral part of such equipment.
c.For each covered "auto", should loss be limited
to electronic equipment only, our obligation to
pay for, repair, return or replace damaged or
stolen electronic equipment will be reduced by
the applicable deductible shown in the
Declarations, or $250, whichever deductible is
less.
the

9. EXTRA EXPENSE - BROADENED
normal

COVERAGE
Under Paragraph A. - COVERAGE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of returning a stolen covered
"auto" to you.

10. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of SECTION
(4)
III - PHYSICAL DAMAGE COVERAGE, the
operation of the covered "auto" or
the monitoring of the covered
"auto's" operating system.
b.Section III – Version CA 00 01 03 10 of the
Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph C.2 and Version CA 00 01 10 01 of
the Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph C are each amended to add the
following:
$1,500 is the most we will pay for "loss" in
any one "accident" to all electronic
equipment (other than equipment designed
solely for the reproduction of sound, and
accessories used with such equipment)
that reproduces, receives or transmits
audio, visual or data signals which, at the
time of "loss", is:
(1) Permanently installed in or upon
the covered "auto" in a housing,
opening or other location that is not
normally used by the "auto"
manufacturer for the installation of
such equipment;
following is added:

No deductible applies to glass damage if the
glass is repaired rather than replaced.

11. TWO OR MORE DEDUCTIBLES
Under Paragraph D. - DEDUCTIBLE - of SECTION
Necessary
III - PHYSICAL DAMAGE COVERAGE, the
(2) Removable from a permanently

EVENT OF
If another Hartford Financial Services Group,
Inc. company policy or coverage form that is not
an automobile policy or coverage form applies to
the same "accident", the following applies:
(1) If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived;
(2) If the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible, it will be reduced by
the amount of the smaller (or smallest)
deductible.

ACCIDENT, CLAIM, SUIT OR LOSS
The requirement in LOSS CONDITIONS 2.a. -

DUTIES IN THE EVENT OF ACCIDENT,CLAIM,
SUIT OR LOSS - of SECTION IV - BUSINESS
AUTO CONDITIONS that you must notify us of
an "accident" applies only when the "accident" is
known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance manager, if
you are a corporation.

12. AMENDED

13. UNINTENTIONAL FAILURE TO DISCLOSE
DUTIES

HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not deny coverage under this Coverage
Form because of such failure.

14. HIRED AUTO - COVERAGE TERRITORY
Paragraph e. of GENERAL CONDITIONS 7. -

POLICY PERIOD, COVERAGE TERRITORY -
of SECTION IV - BUSINESS AUTO
CONDITIONS is replaced by the following:
e. For short-term hired "autos", the coverage
territory with respect to Liability Coverage is
anywhere in the world provided that if the
"insured's" responsibility to pay damages for
"bodily injury" or "property damage" is
determined in a "suit," the "suit" is brought in
the United States of America, the territories
and possessions of the United States of
America, Puerto Rico or Canada or in a
settlement we agree to.

15. WAIVER OF SUBROGATION

TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US - of SECTION IV -
BUSINESS AUTO CONDITIONS is amended by
adding the following:

IN THE
following is added:
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 Attachment Code: D563844 Certificate ID: 16059489
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 28 of 34 CC Agenda 07-20-2026
Paragraph
CONDITIONS - CANCELLATION - applies

2. except as follows:

If we cancel for any reason other than
nonpayment of premium, we will mail or deliver
to the first Named Insured written notice of
cancellation at least 60 days before the effective
date of cancellation.
of

18. HYBRID, ELECTRIC, OR NATURAL GAS
the

VEHICLE PAYMENT COVERAGE
In the event of a total loss to a "non-hybrid" auto
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under
this Coverage Form, then such Physical
Damage Coverages are amended as follows:
a.If the auto is replaced with a "hybrid" auto or
an auto powered solely by electricity or natural
gas, we will pay an additional 10%, to a
maximum of $2,500, of the "non-hybrid" auto’s

COMMON POLICY
We waive any right of recovery we may have
against any person or organization with whom
you have a written contract that requires such
waiver because of payments we make for
damages under this Coverage Form.

16. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodily injury" in SECTION VDEFINITIONS is replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death resulting from any of
these.

17. EXTENDED CANCELLATION CONDITION
c.Regardless of the number of autos deemed a
total loss, the most we will pay under this
Hybrid, Electric, or Natural Gas Vehicle
Payment Coverage provision for any one
"loss" is $10,000.

For the purposes of the coverage provision,
a.A "non-hybrid" auto is defined as an auto that
uses only an internal combustion engine to
move the auto but does not include autos
powered solely by electricity or natural gas.
b.A "hybrid" auto is defined as an auto with an
internal combustion engine and one or more
electric motors; and that uses the internal
combustion engine and one or more electric
motors to move the auto, or the internal
combustion engine to charge one or more
electric motors, which move the auto.

19. VEHICLE WRAP COVERAGE
In the event of a total loss to an "auto" for which
Comprehensive, Specified Causes of Loss, or
Collision coverages are provided under this
Coverage Form, then such Physical Damage
Coverages are amended to add the following:

In addition to the actual cash value of the "auto",
we will pay up to $1,000 for vinyl vehicle wraps
which are displayed on the covered "auto" at the
time of total loss. Regardless of the number of
autos deemed a total loss, the most we will pay
under this Vehicle Wrap Coverage provision for
any one "loss" is $5,000. For purposes of this
coverage provision, signs or other graphics
painted or magnetically affixed to the vehicle are
not considered vehicle wraps.
actual cash value or replacement cost,
whichever is less,
b.The auto must be replaced and a copy of a bill
of sale or new lease agreement received by us
within 60 calendar days of the date of "loss,"
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 Attachment Code: D563844 Certificate ID: 16059489
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 29 of 34 CC Agenda 07-20-2026
Person or Organization Job Description

WHERE YOU ARE REQUIRED BY WRITTEN CONTRACT TO

OBTAIN THIS AGREEMENT FROM US, PROVIDED THE

CONTRACT IS SIGNED AND DATED PRIOR TO THE DATE OF
LOSS TO WHICH THIS WAIVER APPLIES. IN NO INSTANCE

SHALL THE PROVISIONS AFFORDED BY THIS

ENDORSEMENT BENEFIT ANY COMPANY OPERATING
AIRCRAFT FOR HIRE.
*The premium charge for this endorsement shall be 2% of the premium developed in the State of California, but not less than $500 policy minimum premium.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 2/1/2023 Policy No. T10230329 Endorsement No. 23 Insured Rincon Consultants, Inc. Policy Effective Date 2/1/2023 Insurance Company StarStone National Insurance Company
Countersigned By ______________________________________ WC 04 03 06 (Ed. 4-84)
©1998 by the Workers’ Compensation Insurance Rating Bureau of California. All rights reserved.

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06
(Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from US.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be __*__% of the California workers’ compensation premium otherwise due on such remuneration.

Schedule
Attachment Code: D565978 Certificate ID: 16059489
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 30 of 34 CC Agenda 07-20-2026
DocuSign Envelope ID: E086228B-0BED-4FBD-8C52-47AD1B1A8B76 Agenda Item No. 11 Page 31 of 34 CC Agenda 07-20-2026

EXHIBIT B
SCOPE OF WORK FOR:

ON-CALL ENVIRONMENTAL CONSULTING SERVICES
Exhibit B Page 1 of 3
Agenda Item No. 11 Page 32 of 34 CC Agenda 07-20-2026
ON.CALL ENV¡RONMEN TAL CONSULTING SERVICES
General Scope of Work:

FIRM will provide environmental planning and engineering, including but not limited to; SWPPP's, Erosion Control Plans, CEQA determinations; Envíronmental Reviews, feasibility/concept plan studies and recommendations; Phase I and ll environmental site analyses; field explorations and studies; laboratory testing; hiring and oversight of applicable sub-consultants as required; preparation of construction plans, specifications and estimates; research of utilities and other records; and such other services as may be required by the Clry. Services will be províded by FIRM on projects as authorized and directed by CITY under a duly executed and approved Task Order. FIRM will, in the performance of this Agreement, maintain close communications with the City Project Manager or his/her representative. No services will be performed on any specific project until the CITY has issued a signed Task Order to FIRM for that particular project.

Work Tasks:

Upon request by CITY, FIRM will perform the following tasks for needed improvements to municipal infrastructure facilities, as applicable for individual projects:

Perform concept and feasibility studies of project alternatives Prepare and process permit applications with regulatory agencies Perform record drawing, utility, or other searches
Perform field investigations, surveys, studies and inspections Complete required investigation, inspection, studies and reporting for MS4 Permit requirements.

Provide environmental engineering investigations, testing, and reporting Prepare Stormwater Pollution Prevention Plans
Prepare remediation plans including compliance and permit processing through various agencies.

Perform envi ron mental reviews and provide Envi ronmental Assessments (lnitial Studies, NDs, MNDs or Finding of No Significant lmpact) and ElRs as appropriate, per CEQA and NEPA. Incorporate public comments and set mitigations for significant impacts, as appropriate. 1 2
3 4
5 6
7 I
I
10 Provide design services during construction, including site visits, review of shop drawings, and preparing responses to contractor's RFls. 11 Prepare record ("as built") drawings.

Agenda Item No. 11 Page 33 of 34
Exhibit B Page 2 of 3
CC Agenda 07-20-2026

12. Attend project meetings as necessary
Projects under this Agreement may involve one or more of the following Municipal i nfrastructu re improvements :
. Domestic water distribution system;
. Sanitary sewer collection system;
. Storm drainage collection system;
. Construction stormwater monitoring and services;
. Arterial, collector and local streets;
. Transportationsystem;
. Buildings and other types of facilities;
. Public park improvements.
. Beach maintenance;
. Other undertakings to be determined.
lndividual Pro Task Order:

Upon r:equest by CITY, FIRM will submit for CITY review an individual project proposal including all information required to complete a Task Order for the individual project. A sample Task Order form is attached.

The Task Order proposal will identify the specific tasks to be performed by FIRM.

Tasks will be listed in chronological order reflecting the entire scope of work as requested by CITY, along with an estimated cost per task and a combined total Not-to- Exceed cost.

Proposals will contain the names and titles of FIRM'S personnel assigned to perform the work and specifically identify the individualwho will be the Project Manager.

Proposals will contain a project schedule indicating the various tasks and estimated time required to complete each task. FIRM'S project schedule will reflect all work to be performed by FIRM from initial execution through completion.

Exhibit B Page 3 of 3
Agenda Item No. 11 Page 34 of 34 CC Agenda 07-20-2026
DATE: July 20, 2026
TO: Honorable City Council
FROM: James Vega, City Manager
Charles Peretz, Deputy City Manager
SUBJECT: APPROVAL OF A LETTER OF SUPPORT FOR PORT OF HUENEME

APPLICATION TO DESIGNATE CENSUS TRACTS FOR OPPORTUNITY
ZONE 2.0 DESIGNATION
RECOMMENDATION:

It is recommended that City Council approve a letter of support for the Port of Hueneme’s application to designate census tracts 06111004305 and 06111004715 for Opportunity Zone 2.0 designation, and authorize the Mayor to execute a letter of support.

BACKGROUND/ANALYSIS:

The Port of Hueneme recently informed the City of its intent to seek Opportunity Zone 2.0 designation for census tracts 06111004305 and 06111004715. The Port of Hueneme and Naval Base Ventura County are located within Census Tract 06111004305. Census Tract 06111004715, which lies within the City of Oxnard, includes Hueneme Road which serves as a key intermodal connector serving the Port, and is designated as a multimodal heavy-freight corridor.

According to the Port, these census tracts are experiencing an increasing demand for processing facilities, value-added services and innovation-oriented development.

Designation under the Opportunity Zone 2.0 program would help accelerate the modernization of both digital and physical infrastructure, enhance transportation and utility systems, and expand facilities that support research, workforce training, clean economy initiatives, industrial innovation, and community-serving activities.

The proposed designation has the potential to facilitate investment and development that supports the Port of Hueneme and Naval Base Ventura County. Enhanced economic activity in these areas has the potential to provide economic benefits to the City and surrounding areas.

Section I.9 of the City’s Legislative Platform addresses economic development and includes the following policy positions:

Agenda Item No. 12 Page 1 of 4 CC Agenda 07-20-2026
Letter of Support – Opportunity Zone
July 20, 2026

a. Support legislation that would provide State or Federal aid and assistance in the development of local and regional economies.
d. Support legislation that will provide tools and incentives to support job creation and retention, such as Infrastructure Financing Districts, awarding of direct grants to fund the development of infrastructure that results in the creation and retention of jobs, the elimination of matching dollar requirements for economic development and infrastructure State grants; the provision of grants funding for infrastructure planning and design and the creation of economic development strategies; and allowing cities the maximum flexibility in the use of State funds toward local priorities that support job creation.
g. Support legislation that enacts and expands State tax incentives that assist City economic development and community revitalization efforts.

The Port’s Opportunity Zone 2.0 application is consistent with these legislative priorities, and accordingly, staff recommends the City Council authorize the Mayor to execute the attached letter of support.

FISCAL IMPACT:

There is no immediate fiscal impact as this item does not require expenditure of City funds. Designation of the subject Census Tracts has the opportunity to lead to new business development within and adjacent to the City, which has the potential to lead to new direct and indirect revenues.

STRATEGIC PLAN:

Primary Strategic Pillar(s) and Initiative(s):

Fiscal & Economic Excellence
• Consider the feasibility and long-term value of economic and physical development of the beaches and other high potential sections of the City Innovation & Opportunity
• Retain and maximize opportunities for local businesses as the backbone of our community
ATTACHMENTS:

A. Letter of Support for Port of Hueneme’s Opportunity Zone 2.0 Application Agenda Item No. 12 Page 2 of 4 CC Agenda 07-20-2026
250 N Ventura Road, Port Hueneme, CA 93041 │ 805-986-6500 │cityofporthueneme.org July 20, 2026
California Governor’s Office
Business and Economic Development (GO-Biz)
1325 J Street Suite 1800
Sacramento, CA 95814
RE: Support for the Port of Hueneme’s FY26 Port Infrastructure Development Program Grant Application
Dear GO-Biz Team:

The City of Port Hueneme is pleased to express its strong support for the designation of Census Tracts 06111004305 and 06111004715 under Opportunity Zone 2.0.

Census Tract 06111004305 contains critical economic, transportation, and defense-related assets within both the City of Port Hueneme and the City of Oxnard. This includes the Port of Hueneme and Naval Base Ventura County (NBVC), whose strategic co-location enables significant regional benefits from strengthened goods-movement efficiency to advanced innovation, economic competitiveness, and national security readiness. The Port processes more than $18 billion in cargo annually and maintains direct statewide rail connectivity that enhances multimodal freight mobility throughout Ventura County. NBVC hosts over 100 tenant commands and serves as a center for advanced operational technologies, high-skill military and civilian employment, and research-driven innovation. In addition, the existing joint-use agreement between the Port and NBVC allows private-sector access to federal property when not required for military purposes, supporting expanded logistics, industrial development, and innovation-aligned uses.

Census Tract 06111004715 also plays a vital role in regional freight mobility. It includes Hueneme Road, identified by the Ventura County Freight Corridors Study as both a primary Port intermodal connector and a designated multimodal heavy-freight corridor. This route provides essential access between the Port, NBVC, U.S. 101, and key agricultural and industrial sectors across Port Hueneme and Oxnard. The Freight Corridors Study further identifies this area as a priority for improvements that support safer, more efficient, and more sustainable goods movement, including measures focused on mobility, emissions reduction, safety, and resilience within historically burdened communities.

Both census tracts are experiencing rising demand for processing facilities, value-added services, logistics capacity, and innovation-oriented development. These trends have led to increased investment interest and property acquisition that bolster local revenues and strengthen the region’s supply-chain infrastructure. Opportunity Zone 2.0 designation would accelerate modernization of digital and physical infrastructure, enhance transportation and utility systems, Attachment A
Agenda Item No. 12 Page 3 of 4 CC Agenda 07-20-2026
Letter of Support – Port of Hueneme Application – Opportunity Zone 2.0

250 N Ventura Road, Port Hueneme, CA 93041 │ 805-986-6500 │cityofporthueneme.org and expand facilities that support research, workforce training, clean-economy advancement, industrial innovation, and community-serving activity.

For these reasons, City of Port Hueneme formally supports the designation of Census Tracts 06111004305 and 06111004715 under Opportunity Zone 2.0 and affirms their strategic importance to economic vitality, transportation efficiency, environmental stewardship, defense readiness, and community well-being in the Cities of Port Hueneme and Oxnard.

Sincerely,
Martha McQueen-Legohn
Mayor
City of Port Hueneme
Agenda Item No. 12 Page 4 of 4 CC Agenda 07-20-2026
01497.0005 2151821.1
DATE: July 20, 2026
TO: Honorable City Council
FROM: James Vega, City Manager
Charles Peretz, Deputy City Manager
SUBJECT: CANNABIS DEVELOPMENT AGREEMENT COMPLIANCE REVIEW FOR

BLEU DIAMOND, LLC AND FINDING OF EXEMPTION FROM CEQA
RECOMMENDATION:

It is recommended the City Council:

1. Open the public hearing to take testimonial and documentary evidence; and

2. Close the public hearing and consider the evidence; and

3. Adopt a resolution determining that Bleu Diamond, LLC is out of compliance and in default of its Development Agreement, and direct staff to provide written notice of the City’s intent to revoke the agreement if the default is not cured within 30 days; and

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

BACKGROUND/ANALYSIS:

Government Code section 65865.1 requires periodic review of development agreements, at which time the applicant, or successor in interest thereto, shall be required to demonstrate good faith compliance with the terms of the agreement. Moreover, Government Code section 65865 states, “[e]very city, county, or city and county, shall, upon request of an applicant, by resolution or ordinance, establish procedures and requirements for the consideration of development agreements upon application by, or on behalf of, the property owner or other person having a legal or equitable interest in the property.”
Resolution 4483 (the "Amended Implementing Resolution") provides the general procedures by which the City is to evaluate Development Agreements. This includes the City Council’s review of a developer’s performance of material terms of their Development Agreement and compliance with the public benefits required by the agreement.

Review of Development Agreements is subject to public hearing and is a quasi-judicial action with the potential to affect a vested property right. (Gov. Code § 65867). Because of the quasi-judicial nature of these proceedings, City Council Members should not leave the dais during discussion or receive any ex parte communications regarding the subject matter. A Development Agreement may only be terminated or modified by the reviewing Agenda Item No. 13 Page 1 of 31 CC Agenda 07-20-2026
Development Agreement Compliance Review
July 20, 2026

body if the evidence before the City Council demonstrates by substantial evidence that the developer has not complied with the terms of the agreement in good faith (Gov. Code § 65865.1).

The City’s cannabis-based Development Agreements outline the basis for the discretionary approvals granted by the agreement and place various terms and conditions on the development and use of subject properties. Material terms and public benefits to be achieved through the agreement include:
• Providing a long-term source of employment opportunities and assisting in the revitalization of the economic base of the community;
• Providing the City with additional revenue in the form of an increase in certain taxes;
• Providing additional monies for the City’s general fund through contractual payments to the City with supporting audited documentation; • Providing certain community benefits; and
• Complying with City ordinances, permits and other regulations required of Commercial Cannabis businesses.

As part of its management of cannabis businesses, the City conducts physical inspections to assess regulatory compliance, tracks business activities to ensure city requirements are met and conducts financial audits to ensure revenues are reported and paid in alignment with financial standards. Periodic City Council reviews allow the Council to assess compliance with conditions and requirements of Development Agreements and make associated findings. If the City Council finds that a developer has failed to comply in good faith with a material requirement of the Development Agreement, it may determine that such developer is in default of the Development Agreement and authorize staff to take specific action.

Bleu Diamond, LLC
Bleu Diamond, LLC is located at 501 W. Channel Islands Blvd., #202 and operates a cannabis delivery business within 638 square feet of leased space. The Development Agreement for this project was approved on July 7, 2020 and the business began operating July 2021.

At a public hearing on November 17, 2025, the City Council reviewed the status of Development Agreement compliance for multiple cannabis businesses, including Bleu Diamond. At the conclusion of that hearing, Council determined that this business was in partial compliance with its Development Agreement and adopted a resolution identifying actions necessary to achieve full compliance. The business was directed to:
• Comply with the terms of the payment plan executed in October of 2025; • Fulfill the community benefit requirements contained in the Development Agreement; and
• Respond to and cooperate with the City’s financial auditor to facilitate completion of the required audit.

Agenda Item No. 13 Page 2 of 31 CC Agenda 07-20-2026
Development Agreement Compliance Review
July 20, 2026

Staff was directed to return to the City Council with recommendations for additional enforcement action should the business fail to achieve full compliance. Following the meeting, staff notified Bleu Diamond of the Council’s determination and the actions that were required to address outstanding deficiencies.

Shortly thereafter, the business asserted that it believed it was entitled to a refund from the City based on overpayments made in prior years. The City advised the business that this issue would be evaluated through the ongoing financial audit, which began in February 2025. The business was further advised that timely cooperation with the auditor would expedite any determination regarding potential credits or adjustments to outstanding balance of funds owed to the City.

Following these communications, the business became increasing unresponsive with most emails from the City going unanswered. The payment due under the payment plan in December was delinquent, and the three remaining payments (due in January, February and March) were not made. Additionally, requests pertaining to the audit, community benefit requirement and attempts to follow up on communications about potential changes in ownership went unanswered.

On March 18, 2026 a business representative indicated that Bleu Diamond was unavailable for two days but would reply to inquiries from the City on Friday, March 20.

No additional communication from Bleu Diamond was received.

On April 15, 2026, the City sent certified letters to both addresses on file for the developer.

Those letters outlined continuing compliance concerns related to the financial audit, payment plan, monthly contractual payments and process to consider ownership changes and advised that, absent prompt corrective action, the Development Agreement would be brought before the City Council to consider agreement revocation. It also noted that the Bleu Diamond would be responsible for noticing costs associated with the hearing.

Subsequently, the business failed to remit the contractual revenue payments for the months of April and May 2026.

In preparation for this hearing, notice of the hearing, together with an additional copy of the April 15, 2026 letter, was sent via certified mail to the business addresses on file and emailed to the business owner. Thereafter, the business paid outstanding amounts associated with revenue collected in April and May and made a $1,680 payment towards the outstanding balance. As a result of these payments, the business’s outstanding balance is now $5,368.79.

The business is in default of its Development Agreement with the City for failing to:
• Complete the required financial audit process
• Comply with the terms of an executed payment plan
• Satisfy the community benefit requirement
The business may also be out of compliance for failing to adhere to the specified process governing changes in ownership. Bleu Diamond previously contacted the City to schedule a Livescan appointment for a new owner and later submitted correspondence Agenda Item No. 13 Page 3 of 31 CC Agenda 07-20-2026
Development Agreement Compliance Review
July 20, 2026

detailing its updated ownership structure. In both cases, the City responded, explaining the applicable review process and requesting clarification regarding the timing and status of any proposed ownership changes. Those requests were not answered. Subsequent to the notification of this hearing, business representatives advised the City that its earlier communications were merely inquiries and that no ownership changes have been made.

Section 22 of the Development Agreement between the City of Port Hueneme and Bleu Diamond, LLC, provides for conditions in which developer’s default will have occurred.

Section 22(a) subsections (ii), (v) and (vi) state the following:

22. Default and Remedies.
(a) Developer’s Default. Developer shall be in default under this Agreement upon the happening of one or more of the following events or conditions:
(ii) A finding and determination by the City Council made following a periodic review under the procedures provided in this Agreement that, upon the basis of substantial evidence, Developer has not complied in good faith with a material requirement of this Development Agreement;
(v) Any violation of the CUP; or
(vi) Any uncured violation of the ordinances of the City despite notice and opportunities to cure, or a continuous or repetitive violation thereof.

Failure to cooperate with the audit process in a manner that allows for its completion violates both the business’s Development Agreement and Conditional Use Permit.

Additionally, failure to make required payments to the City and the subsequent failure to comply with the terms of a payment plan violates the terms of the Development Agreement. The lack of communication from the developer regarding these items as well as others including the change of ownership process, demonstrate the developer has not acted in good faith to meet the requirements of the Development Agreement or the requirements of the City’s Cannabis Ordinance.

Recommendation
To provide the developer an additional opportunity to get into compliance, staff is recommending that the City Council adopt a resolution that finds the developer in default of its development agreement and provides 30 days to cure. The resolution directs staff to provide written notice of the City’s intent to revoke the agreement if such default is not cured within 30 days.

California Environmental Quality Act (CEQA)
The proposed action is an administrative and enforcement activity that does not authorize any new development, use, or physical change to the property. Accordingly, it does not have the potential to result in a direct or reasonably foreseeable indirect physical change in the environment. Therefore, the action is not a “project” under CEQA pursuant to CEQA Guidelines Section 15378.

Agenda Item No. 13 Page 4 of 31 CC Agenda 07-20-2026
Development Agreement Compliance Review
July 20, 2026

Any future approval of new uses or development on the site will be subject to separate CEQA review.

FISCAL IMPACT:

Making a finding of default does not create an immediate fiscal impact. However, if the default is not cured and the business’s development agreement is revoked, the business would no longer be permitted to operate and the revenues anticipated under the agreement would not be realized. In the event of revocation, the City would continue to pursue reimbursement for any outstanding funds owed.

STRATEGIC PLAN:

Primary Strategic Pillar(s) and Initiative(s):

Innovation & Opportunity
• Retain and maximize opportunities for local businesses as the backbone of our community
• Leverage the existing programs, facilities and technologies of our stakeholders and partners to build new economic opportunities for all ATTACHMENTS:

A. Resolution finding Bleu Diamond, LLC out of compliance with its Development Agreement
B. Bleu Diamond, LLC Development Agreement and Amendment No. 1 C. Public Hearing Notice
Agenda Item No. 13 Page 5 of 31 CC Agenda 07-20-2026
This Page Intentionally Left Blank
Agenda Item No. 13 Page 6 of 31 CC Agenda 07-20-2026
01497.0005 2153429.1
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PORT HUENEME,

CALIFORNIA, DETERMINING THAT THE CANNABIS DELIVERY SERVICE

OPERATED BY BLEU DIAMOND, LLC IS NOT IN COMPLIANCE WITH THE

DEVELOPMENT AGREEMENT APPROVED FOR THE OPERATION OF SAID

CANNABIS BUSINESS, AND THAT SAID PROJECT IS EXEMPT FROM THE

PROVISIONS OF CEQA
WHEREAS, on March 4, 2024, the City Council adopted Ordinance No. 796 that amends Article III, Chapter 12 of the Port Hueneme Municipal Code (“PHMC”) to allow medicinal and nonmedicinal and/or commercial cannabis facilities within the City and superseding Ordinances 727, 734, 780 and 784; and
WHEREAS, on March 4, 2024, the City Council adopted Resolution No. 4483 ("Implementing Resolution"), which contains implementing measures for Ordinance No., 796, including processes for the annual periodic review of development agreements associated with cannabis facilities; and
WHEREAS, on June 20, 2020, Development Agreement No. PHDA-877 was approved to allow the operation of a cannabis delivery service for Bleu Diamond, LLC, subject to certain requirements being met;
WHEREAS, on June 17, 2024, an amendment to Development Agreement No. PHDA877 was approved subject to certain requirements being met; WHEREAS, on November 17, 2025, the City Council adopted Resolution No. 4557, which made a determination that Bleu Diamond, LLC was out of compliance with specific aspects of Development Agreement No. PHDA-877 and directed staff to return to Council if full compliance was not achieved;
WHEREAS, pursuant to the Cannabis Ordinance and Implementing Resolution, a Development Agreement must be reviewed by the City Council at a duly noticed public hearing; WHEREAS, on July 20, 2026, a public hearing was held by the City of Port Hueneme, California, to determine Bleu Diamond’s level of compliance with Development Agreement PHDA877, as set forth in the Implementing Resolution; WHEREAS, prior to rendering a decision on any aspect of said Development Agreement review, the City Council reviewed and duly considered the following:

1. All testimony, both written and oral, received in conjunction with that certain public hearing conducted on July 20, 2026, which testimony, by this reference, is incorporated herein.

2. That certain written staff report submitted by the Community Development Department dated July 20, 2026, which report, by this reference, is incorporated herein; and WHEREAS, staff recommended the City Council find Blue Diamond, LLC to be out of compliance with the terms of Development Agreement PHDA-877.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF PORT HUENEME, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:

Attachment A
Agenda Item No. 13 Page 7 of 31 CC Agenda 07-20-2026
CC Resolution No. ___, Page 2 of 5
SECTION 1: The City Council finds and declares that in accordance with the Implementing Resolution, the applicant, or successor in interest thereto, shall be required to demonstrate good faith compliance with the terms of the Development Agreement for the subject business and the City Council will review every development agreement authorized by this Resolution for compliance with the following criteria:

A. Performance of all material terms of the development agreement, which include, without limitation:

1. Payment of contractual payments amounting to no less than five percent of the annual gross revenues, unless another amount is specified in the development agreement;

2. Review of the developer’s annual audited financial statement;

3. Review of any audits conducted by the City of Port Hueneme, if any;

4. Compliance with the City’s Ordinances, any discretionary or ministerial permits, or other regulations to which the Commercial Cannabis Activity may be subject.

B. Compliance with the public benefits summary, as identified in each development agreement, which include, without limitation:

1. Providing a long-term source of employment opportunities and assisting in the revitalization of the economic base of the community;

2. Providing the City directly with additional revenue in the form of an increase in certain taxes;

3. Providing additional monies for the City’s general fund through contractual payments to the City; and

4. Providing certain community benefits.

SECTION 2: DETERMINATION OF NON-COMPLIANCE. The City Council finds and declares that Bleu Diamond, LLC is out of compliance with various conditions of its Development Agreement with the City of Port Hueneme and actions required for full compliance as approved by the City Council with the passage of Resolution 4557. The items of non-compliance include, without limitation:

A. The developer has accumulated an outstanding balance of funds due to the City. The current amount owed to the City is $5,368.79. This balance consists of costs associated with financial audits and regulatory compliance inspection. In October, the Developer agreed to a payment plan offered by the City to achieve compliance with its financial requirements. Developer failed to comply with terms of that plan.

Compliance with the terms of said plan was a requirement contained in City Council resolution 4557.

B. The Development Agreement requires that Bleu Diamond contribute an amount equal to 1 percent of its gross revenues to community benefits. The Developer has not complied with this requirement. Compliance with the terms of said plan was a requirement contained in City Council resolution 4557.

C. Bleu Diamond is required to cooperate with a financial audit commissioned by the City.

The process to conduct an audit of the Developer’s finances for the period ending June 30, 2024, was initiated in February of 2025. The Developer’s response to requests for Agenda Item No. 13 Page 8 of 31 CC Agenda 07-20-2026
CC Resolution No. ___, Page 3 of 5
information and cooperation has not allowed the City’s auditor to perform the audit.

D. Representatives from Bleu Diamond contacted the City regarding the addition of new business owners. Despite communications from the City regarding the review and approval process, the developer did not comply with that process. Bleu Diamond has recently stated that new ownership changes have been made.

SECTION 3: City Council Action on Developer’s Default. Per the Terms and Conditions of the Amended Development Agreement between Bleu Diamond, LLC and the City, the City Council may declare that the developer is in default of the Development Agreement and in breach of its contractual obligations. Specifically, the City Council may find default pursuant to Section 22 of the subject Development Agreement, which states in part:

22. Default and Remedies.
(a) Developer’s Default. Developer shall be in default under this Agreement upon the happening of one or more of the following events or conditions:
(ii) A finding and determination by the City Council made following a periodic review under the procedures provided in this Agreement that, upon the basis of substantial evidence, Developer has not complied in good faith with a material requirement of this Agreement.
(v) Any violation of the CUP; or
(vi) Any uncured violation of the ordinances of the City despite notice and opportunities to cure, or a continuous or repetitive violation thereof.

Consequently, the City Council hereby demands and directs the issuance of a notice of default providing 30 days from the date of this hearing to cure all matters of default as noted in Section 2 of this resolution. Such notice will advise that failure to comply with this direction and cure the areas of default by 5:00 p.m. on August 19, 2026, will result in the revocation of the subject Development Agreement. In addition, City will take all appropriate action to seek recovery of any outstanding sums due to the City.

SECTION 6: ENVIRONMENTAL REVIEW. The proposed action is an administrative and enforcement activity that does not authorize any new development, use, or physical change to the property. Accordingly, it does not have the potential to result in a direct or reasonably foreseeable indirect physical change in the environment. Therefore, the action is not a “project” under CEQA pursuant to CEQA Guidelines Section 15378.

SECTION 7: The Mayor, or presiding officer, is authorized to sign this Resolution signifying its adoption by the City Council of the City of Port Hueneme and the City Clerk, or her duly appointed deputy, may attest thereto.

SECTION 8: This Resolution shall take effect immediately upon its passage.

SECTION 9: The City Clerk shall certify to the adoption of this Resolution and enter it into the book of original Resolutions.

Agenda Item No. 13 Page 9 of 31 CC Agenda 07-20-2026
CC Resolution No. ___, Page 4 of 5
PASSED, APPROVED, AND ADOPTED, this 20th day of July, 2026. ___________________________________
Martha R. McQueen-Legohn, Mayor
ATTEST:
________________________________
Georgianna Nicole Alvarez
City Clerk
Agenda Item No. 13 Page 10 of 31 CC Agenda 07-20-2026
CC Resolution No. ___, Page 5 of 5

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF VENTURA ) SS.

CITY OF PORT HUENEME )
I, Georgianna Nicole Alvarez, City Clerk of the City of Port Hueneme, California, do hereby certify that the foregoing Resolution No. ____ was duly adopted at the regular meeting of the City Council on the __ day of ____, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Dated:

Georgianna Nicole Alvarez
City Clerk
Agenda Item No. 13 Page 11 of 31 CC Agenda 07-20-2026
This Page Intentionally Left Blank
Agenda Item No. 13 Page 12 of 31 CC Agenda 07-20-2026

DEVELOPMENT AGREEMENT
[BLEU DIAMOND, LLC]
THIS DEVELOPMENT AGREEMENT (the “Agreement” or the “Development Agreement”) is made and entered into this 20th day of July 2020, by and between the City of Port Hueneme, a municipal corporation organized and existing under the laws of the State of California (the “City”), and BLEU DIAMOND, LLC , a California limited liability company (the “Developer”). The parties to this Agreement may hereinafter be referred to individually as a “Party” or jointly as “Parties.”

RECITALS
A. Gov. Code, §§ 65864 et seq., provides that the legislative body of a city may enter into a development agreement for the development of real property or otherwise deal in a cognizable property interest in owned, leased or rented property in order to vest certain rights in the Developer and to meet certain public purposes of the local government. Pursuant to Gov.

Code, § 65865, the City has adopted its Resolution No. 4178 (the “Resolution”), establishing procedures and requirements for the approval of development agreements. The Developer has applied to the City pursuant to Gov. Code, §§ 65864 to 65869.5, and the Resolution for approval of this Agreement.

B. The Developer and the City desire to enter into this Agreement in order to facilitate the use of certain property (the “Property”) located at 501 W. Channel Islands Blvd., Suite 202, Port Hueneme, California. The use of the Property which the Developer seeks is as a cannabis dispensary (with delivery only) business (medicinal and adult use) (the “Project”). The process of physically changing the Property and/or any existing improvements on the Property in order to facilitate the Project, including, without limitation, pre-project activities, entitlements, permits, licensing, obtaining a Certificate of Approval, negotiating this Agreement, demolition, remediation, construction and similar legal or practical requirements shall be referred to herein as “Development.” The Parties acknowledge that the fee title to the Property is held by an unrelated third party.

C. The City has conducted or will conduct duly noticed public hearings on this proposed Development Agreement pursuant to Gov. Code, § 65867 and the Resolution and has found that the provisions of this Development Agreement and its purposes are consistent with the objectives, policies, general land uses and programs specified in the City’s General Plan as amended. Prior to or concurrently with its approval of this Development Agreement and the Project, the City Council of the City (“City Council”) has also approved the environmental review undertaken by the City in accordance with the California Environmental Quality Act (“CEQA”) and presented to the City Council for its approval.

D. The development of the Project has been found by the City to provide substantial public benefits and to help attain certain public objectives. The public benefit objectives furthered by the development of the Project include, without limitation: (i) providing a longterm source of employment opportunities for City residents; (ii) revitalization of the economic Attachment B
Agenda Item No. 13 Page 13 of 31 CC Agenda 07-20-2026

base of the community; (iii) providing the City directly with additional revenue in the form of an increase in certain taxes; (iv) providing funds for the City’s general fund through payment of Additional Revenues, as defined hereinafter; and (v) providing community benefits as described and required by the CUP (as defined below)(the “City’s Goals”).

E. Certain development risks and uncertainties associated with the nature of the Project and the uncertainty of obtaining the necessary City-issued which requires the favorable exercise of the City’s discretion, could discourage and deter the Developer or any subsequent owner of the Project from making the long-term commitments necessary to undertake the financial risks associated with the Project. Therefore, the parties desire to enter into this Development Agreement in order to reduce or eliminate to the extent legally possible such uncertainties over which the City has control.

F. The Project and the use that the Developer proposes in connection with the Property have been extensively reviewed and considered by the City and its officers, agencies and departments, and such proposed Project and use have been found to accommodate the City’s recommendations and suggestions in order to protect the public’s interest and to enhance the desirability, from the public’s perspective, of such proposed Project and use, and, more specifically, to further the City’s Goals.

G. The City and the Developer desire to establish design and development standards for the Project, including all phases thereof, if any, and the permitted uses for the Project.

H. The City recognizes that the Developer may sustain substantial losses if the City were to default in its obligations or commitments herein undertaken, including without limitation the substantial investment made by the Developer to plan and obtain entitlements for the Project.

I. The City, by electing to enter into this Agreement, acknowledges that the obligations of the City shall survive beyond the term or terms of the present City Council members, that such action will serve to bind the City and future City Councils to the obligations thereby undertaken, and that this Agreement shall limit the future exercise of certain governmental and proprietary powers of the City. By approving this Agreement, the City Council has elected to exercise certain governmental powers at the time of entering into this Agreement, rather than deferring its actions to some undetermined future date or electing not to exercise them at all. The terms and conditions of this Agreement have been found to be fair, just and reasonable, and the City has concluded that the pursuit of the Project will serve the best interests of its citizens and the public health, safety and welfare of the City’s residents will be best served by entering into this obligation. The City acknowledges that the Developer would not consider or engage in the development of the Project without the assurances of development entitlements that this Agreement is designed to provide.

J. This Agreement will promote and encourage the development of the Project by providing the Developer with a greater degree of certainty of the Developer’s ability to expeditiously and economically complete the development effort, and the Parties agree that the consideration to be received by the City pursuant to this Agreement and the rights secured to the Developer hereunder constitute sufficient consideration to support the covenants and agreements Agenda Item No. 13 Page 14 of 31 CC Agenda 07-20-2026

of the City and the Developer. By entering into this Agreement, the City desires to allow the Project pursuant to the Agreement, the land-use ordinances, rules, regulations and policies applicable on the “Effective Date,” as defined in Section 3, as amended, if at all, by this Agreement and, pursuant to this Agreement, to vest in the Developer, to the fullest extent possible under the law, all possible Project entitlements in order to complete the Project.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties do hereby agree as follows:

TERMS AND CONDITIONS

1. Binding Effect of Agreement. This Agreement pertains to the Property. The burdens of the Agreement are binding upon, and the benefits of the Agreement inure to all successors-ininterest of the Parties.

2. Benefits to the City. As and for the primary consideration to the City for entering into this Agreement and any and all other agreements, permits, entitlements or other agreements or documents which the Parties conclude with respect to this transaction (the “Related Agreements”), it is agreed by the Parties that the benefits to the City will include, among any other benefits otherwise mentioned in this Agreement or the Related Agreements, the benefits set forth in Section 12 hereof.

3. Term.
a. The “Effective Date” of this Agreement shall be the date on which the City adopts its ordinance approving same. The Developer shall execute this Agreement prior to its submittal to the City Council for approval.
b. The term (“Term”) of this Agreement is twenty (20) years from the Effective Date, or the date on which the Developer permanently ceases to operate the Project on the Property whichever occurs first, subject to earlier termination as hereinafter provided. Unless otherwise specified, the obligations herein and the rights herein shall remain in full force and effect throughout the Term.
c. The City may terminate this Agreement prior to expiration of the Term if the Developer fails to perform its obligations under this Agreement.

4. Project Approval. The following elements of the Project are hereby approved:
a. Permitted Uses of the Property. The parties agree that the Project and intended use of the Property by the Developer are conditionally permitted uses of the Property. The City agrees to allow such uses on the Property, subject to the right of the City to: (i) take appropriate action to abate any public nuisance; (ii) enforce all laws that do not conflict with Existing Development Regulations as defined in Section 8 of this Agreement; (iii) enforce compliance with the conditions of approval contained in the Conditional Use Permit (“CUP”) issued with respect to the Project; Agenda Item No. 13 Page 15 of 31 CC Agenda 07-20-2026

(iv) enforce the obligations and requirements of this Agreement; and (v) exercise the police powers of the City in order to safeguard the health, safety and wellbeing of the public. The vested rights granted to the Developer under this Agreement apply only to the Project and the use of the Property for the purposes provided herein. Nothing contained in this Agreement shall bind or restrict the City’s rights, duties and discretion in whether or not to issue a CUP or the terms or conditions imposed in a CUP if issued.
b. Development Standards. The City agrees to allow development of the Project in accordance with Existing Development Regulations as defined in Section 8 of this Agreement.

5. Processing of Application and Permits. The City and its officers, agencies and departments shall not unreasonably delay the processing of any application for any permit or approval necessary to commence or complete the Project.

6. Development Review/Building Permits. Nothing set forth herein shall impair or interfere with the right of the City to require the processing of building permits as required by law and to conduct its development review of any specific improvements proposed for the Project pursuant to the applicable provisions of the City’s Municipal Code that are in effect as of the date hereof; provided, however, no such review shall authorize or permit the City to impose any condition and/or withhold approval to any proposed improvement the result of which would be inconsistent with the Developer’s vested interests as provided in this Agreement.

7. Deadline for Project Completion. The Developer shall complete its Project and open the Project for operation and the generation of revenues within one (1) year of the Effective Date.

A failure to obtain a Certificate of Occupancy of the Property within that one (1) year period shall nullify this Agreement unless the Term hereof is extended in writing executed by the Parties.

8. Vesting of Development Rights.
a. General Statement. As a material inducement to the Developer to continue with diligent efforts to proceed with the Development the City desires to cause all development rights which may be required to develop the Project to completion consistent with this Agreement to be deemed vested in the Developer for the benefit of the Property, as of the Effective Date of this Agreement, to the greatest extent permitted by law, and to be free of all discretionary rights of the City or subsequent building moratoria, ordinances, rules, regulations, policies or restrictions on development that are inconsistent with this Agreement, other than to the results of voter initiatives specifically addressing the property and successfully passing by the margin required for such initiatives or any laws of the United States and/or the State of California. b. Existing Rules to Govern. In accordance with the terms of Gov. Code, § 65866, the City and the Developer agree that the ordinances, rules, regulations and official policies of the City in effect as of the date of this Agreement governing the design, permitted uses, improvement and construction standards applicable to the Project (collectively, the “Existing Development Regulations”) shall govern, to the extent that they apply to the Project, until the issuance by the City of a Certificate of Occupancy regarding the Project, or if the Project consists of phases or components, two or more of which are subject to the issuance of a Certificate of Occupancy, until Agenda Item No. 13 Page 16 of 31 CC Agenda 07-20-2026

the issuance of the final Certificate of Occupancy. The City shall not, in subsequent actions applicable to the Property or the Project, apply ordinances, rules, regulations and/or policies that conflict with the Existing Development Regulations, except with the mutual consent in writing of the City Manager and the Developer. Except as otherwise provided in this Agreement, no amendment to or revision of, or addition to any of the Existing Development Regulations without the mutual consent in writing of the City Manager and the Developer, whether adopted or approved by the City Council or any office, board, commission or other agency of the City, or by the people of the City through charter amendment, referendum or initiative measure or other vote, shall be effective or enforceable by the City with respect to the Project, its design, grading, construction, use or occupancy, schedule or development.
c. Exclusions from “Existing Development Regulations.” As used in this Agreement, “Existing Development Regulations” shall not include municipal laws and regulations that do not conflict with the Developer’s vested rights to develop and use the Property in accordance with this Agreement. The Developer and its successors and assigns and all persons and entities in occupation of any portion of the Property shall comply with such non-conflicting laws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non-conflicting laws and regulations include the following:
(i) Taxes, assessments, fees and charges;
(ii) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Port Hueneme Municipal Code; (iii) Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or that prohibit any particular type of business activity on a city-wide basis;
(iv) Procedural rules of general city-wide application; (v) Fees or exactions adopted by the City after the Project receives its initial Certificate of Occupancy, which apply generally and are not imposed with specific reference to the Project; and
(vi) Ordinances, resolutions and regulations of the City addressing the manner of conducting cannabis business within the City’s jurisdiction. The Developer’s right to operate such a business is a vested right under this Development Agreement but the City may adopt regulations regarding the manner of operation which apply to all cannabis delivery services.
(vii) Rules, laws or ordinances pertaining to the issuance and/or annual review of Development Agreements.
d. Subsequent “Slow/No Growth” Measures. Consistent with a and b, above, the City and the Developerspecifically agree that any subsequently enacted initiatives, referenda, or amendments to the City’s General Plan and/or Zoning Code that contain “slow/no growth” measures or that by Agenda Item No. 13 Page 17 of 31 CC Agenda 07-20-2026

their terms are intended to, or by operation having such effect or that otherwise conflict with the terms of this Development Agreement, or limit the timing or phasing of the Development or the use of the Property as provided in this Development Agreement shall have no application to the Development.

9. Incorporation of Recitals. The Recitals stated at the inception of this Agreement are incorporated into the body hereof by reference and thereby become a portion of the Agreement.

10. Building Permits. It is understood by the Parties that, pursuant to the City’s Building Code, building permit applications and issued building permits do not remain valid for the term of this Agreement, but only for the term set by the Building Code. Accordingly, the Developer shall have the right to file new building permit applications for the Project or any portion thereof where such previously approved building permit applications or issued building permits have expired, provided no Certificate of Occupancy has been issued with respect to the relevant portion of the Project. Any such new building permit applications filed for the Project shall be reviewed in accordance with this Agreement. However, any alterations or modifications to the Project, or any separate portion thereof, which occur during the Term, but after the Project is issued a Certificate of Occupancy, or as to separate phases or components after each is issued a Certificate of Occupancy, will be subject to whatever building codes and standards as are in effect at the time of application for building permits, as well as the fees then in effect.

11. Development Review. Nothing set forth herein shall impair or interfere with the right of the City to require the processing of building permits as required by law and to conduct its development review of any specific improvements proposed for the Project pursuant to the applicable provisions of State law; provided, however, no such review shall authorize or permit the City to impose any condition and/or withhold approval of any proposed building the result of which would be inconsistent with the Developer’s vested rights as provided in this Agreement.

12. City’s Goals. The Developer agrees to make good faith efforts to employ as many City residents as possible in the Project, subject to the necessary qualifications for each position. The Parties agree that this obligation does not require the Developer to hire persons of lesser qualifications or experience. The Developer’s performance in employing City residents may be reviewed by the City in its annual Development Agreement review. In addition to the employment opportunities provided by the operation of the Project, and to the increase in sales taxes applicable to the sale of cannabis products as may be applied to the such sales, the City’s primary benefit, and its primary consideration for entering into this Agreement, is the agreement, covenant and promise by the Developer to pay to the City an annual amount equal to five percent (5%) of the annual gross revenues of the Project (the “Additional Revenue”).
a. Gross Revenues. As used herein, the term “gross revenues” means the total of all revenue, income, compensation, sales proceeds or other monies of whatever kind or nature received by the Project without deduction or offset of any kind, except for payments made by the Developer to the state or the City for licenses or permissions to operate a cannabis facility under applicable state and City law or for taxes collected by the Developer solely for the purposes of forwarding them to a taxing entity, such as sales tax. The Developer shall make periodic installments towards the annual amount of the Additional Revenue at such intervals as the City may from time-to-time Agenda Item No. 13 Page 18 of 31 CC Agenda 07-20-2026

designate, based upon the Project’s gross revenue as reflected in its periodic financial reports. Such installment payments shall be made within fifteen (15) days of the end of the relevant periodic reporting period. However, the Parties agree that the amount of the total Additional Revenue made for the full fiscal year shall be adjusted to reflect the gross revenues as reflected in the Developer’s annual audited financial statement, a copy of which shall be provided by the Developer’s auditor directly to the City. Such audited financial report shall be produced within ninety (90) days of the end of the fiscal year. If the audited annual financial statement is not provided to the City within that time frame, the City may initiate an audit at the Developer’s sole expense and may continue said audit even if the independent audited financial statement is subsequently provided. b. Accounting. The Developer agrees to maintain its books and records in a manner consistent with standard accounting procedures and good practices, and to accurately report all monies received by the Project during the relevant period. The City shall have the right to conduct audits of the books and records, and the operational procedures, of the Developer as they relate to the Project. Such audits shall not unreasonably interfere with the operation of the Project, either as to frequency or procedure, but may take such audit steps as is necessary to achieve a real evaluation of the accuracy of the Project’s accounting records and the amounts of Additional Revenue owed to the City.
c. Audits. The Developer agrees to pay the costs of not more than two (2) audits of its records per year (not including any year-end audit occasioned by a failure of the Developer to produce an audited annual financial report within the required ninety (90) day period, which shall also be at the Developer’s expense), whether conducted by the City’s in-house staff, based upon comparable labor and other costs to private organizations, or by private accounting or audit firms.

The costs of such audits shall be reasonable given the purpose and scope of the audit. The City may undertake additional audits if it has a reasonable concern that the Additional Revenue is not being made in the correct amount. Such additional audits shall be at the cost of the City, except that if an audit determines that the amount of gross revenue received by the Project for the relevant audit period has been understated by seven percent (7%) or more, the Developer shall reimburse the City for the full costs of the audit. If any audit of the Project as permitted under this Agreement demonstrates that the Developer has underpaid the annual Additional Revenue, the Developer shall, within ten (10) days of receiving the results of the audit, make payment to the City of any shortfall in the Additional Revenues, together with interest thereon from the date each portion of the shortfall should have been paid until it is in fact paid, at the annual rate of seven percent (7%). If the amount of the shortfall exceeds the amount actually paid by seven percent (7%) or more, the Developer shall also pay to the City, as compensation for its efforts in enforcing the payment provisions of this Agreement and not as a penalty, an amount equal to ten percent (10%) of the shortfall (including interest).
d. Payment Method. The preferred method of payments made by the Developer to City under the terms of this Agreement shall be made by check, money order or wire transfer, but may be in the form of cash if circumstances require.
e. Community Benefit Contributions. In addition to all other obligations of the Developer under this Agreement, the Developer shall be obligated to annually expend not less than one percent (1%) of its gross revenues, as defined hereinabove, for community benefits, which are benefits that Agenda Item No. 13 Page 19 of 31 CC Agenda 07-20-2026

improve the City, the life quality or economic life of the City’s residents or are to recognized charitable or other 501(c) organizations where the contribution will benefit the City’s residents in a direct manner. The satisfaction of this requirement, as well as of the other requirements of this Agreement, are issues which will be reviewed in the annual performance examination of the Developer’s obligations under this Agreement, the CUP and any other agreements or City regulations which may pertain at the time.

13. Time of Performance. Notwithstanding any other provision of this Development Agreement to the contrary, the Parties acknowledge and agree that in consideration of the City’s reliance upon the promise of the Developer to undertake the Development of the Property so as to be able to operate the Project and generate substantial revenues which will accrue to the City, the Developer agrees that it will take every step necessary to commence (i.e., make permitted physical alterations to the Property) the Development of the Property at the first reasonable opportunity after the Effective Date and in any event within ninety (90) days thereafter, and to complete the Project and to operate the Project with due diligence and without unnecessary delay, not to exceed one (1) year from the Effective Date, and hereby covenants to operate the Project at the Property for the Term, and as otherwise agreed in this Development Agreement and the Related Agreements. Compliance with this section shall be an element of this Development Agreement considered in the annual reviews of the Developer’s performance, as provided herein below.

14. The Developer’s Obligations Regarding Project and/or Property. a. No Transfer. The experience and qualifications of the Developer, and the ability of the Developer to meet the City’s Goals, are of particular importance to the City in entering into this Development Agreement. The Developer shall not transfer any interest or right under the terms of this Development Agreement, nor shall it transfer any interest of any kind in the Property or the Project, at any time without the express written consent of the City, which consent may be given or denied at the reasonable discretion of the City. Any transfer of any interest in the Property or the Project which is permitted under this Development Agreement shall only be made to entities which have been preapproved in writing by the City, which approval may be given or withheld at the reasonable discretion of the City. Notwithstanding any language in this clause to the contrary, the Developer may assign this Development Agreement to an entity affiliated with the Developer and under common control and management without the requirement of approval by the City, but only after providing the City with appropriate information to confirm the common control and management, and further providing that the proposed transferee and the transfer meet the requirements of state law and the City’s ordinances as they pertain to cannabis businesses and activities. The City is entitled to collect, as a condition of approval of a transfer, the reasonable costs of its review of the request to transfer.
b. Use of the Property and/or the Project. During and after development and construction of the Project, the Developer shall at all times conform to the covenants of this Agreement, any City-issued permits or approvals, the conditions of the CUP, if applicable, or other Related Document (as defined herein), as well as all applicable City ordinances.

Agenda Item No. 13 Page 20 of 31 CC Agenda 07-20-2026