Agenda packet — Rancho Cucamonga City Council, December 20, 2023 (part 1 of 5)

CITY COUNCIL VISION STATEMENT
“Our Vision is to create an equitable, sustainable, and vibrant city, rich in opportunity for all to thrive by building on our foundation and success as a world class community.”

Page 1 ends

Mayor
L. Dennis Michael

Mayor Pro Tem
Lynne B. Kennedy

Members of the City
Council:

Ryan A. Hutchison
Kristine D. Scott
Ashley Stickler

CITY OF RANCHO CUCAMONGA

REGULAR MEETING AGENDA
December 20, 2023
10500 Civic Center Drive
Rancho Cucamonga, CA 91730

FIRE PROTECTION DISTRICT BOARD – CITY COUNCIL
HOUSING SUCCESSOR AGENCY- SUCCESSOR AGENCY –

PUBLIC FINANCE AUTHORITY

CLOSED SESSION

REGULAR MEETINGS

TAPIA CONFERENCE ROOM

COUNCIL CHAMBERS
4:30 P.M.
7:00 P.M.

The City Council meets regularly on the first and third Wednesday of the month at 7:00 p.m. in the Council Chambers located at 10500 Civic Center Drive. It is the Intent to conclude the meeting by 10:00 p.m. unless extended by the concurrence of the City Council. Agendas, minutes, and recordings of meetings can be found at https://www.cityofrc.us/your-government/city-council-agendas or by contacting the City Clerk's Office at 909-774- 2023. Live Broadcast available on Channel 3 (RCTV-3). For City Council Rules of Decorum refer to Resolution No. 2023-086.

Any documents distributed to a majority of the City Council regarding any item on this agenda after distribution of the agenda packet will be made available in the City Clerk Services Department during normal business hours at City Hall located at 10500 Civic Center Drive, Rancho Cucamonga, CA 91730. In addition, such documents will be posted on the City’s website at https://www.cityofrc.us/your-government/city-council-agendas.

CLOSED SESSION – 4:30 P.M.

TAPIA CONFERENCE ROOM

ROLL CALL: Mayor Michael
Mayor Pro Tem Kennedy
Council Members Hutchison, Scott and Stickler

A. ANNOUNCEMENT OF CLOSED SESSION ITEM(S)

B. PUBLIC COMMUNICATIONS ON CLOSED SESSION ITEM(S)

C. CITY MANAGER ANNOUNCEMENTS

Page 2 ends

D. CONDUCT OF CLOSED SESSION

D1. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION: INITIATION OF LITIGATION PURSUANT TO PARAGRAPH (4) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9: 1 CASE. (CITY)

D2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 8408 ROCHESTER AVENUE, RANCHO CUCAMONGA, CA 91730 (RANCHO CUCAMONGA EPICENTER STADIUM); AGENCY NEGOTIATORS: JOHN GILLISON AND ELISA COX, REPRESENTING THE CITY OF RANCHO CUCAMONGA; NEGOTIATING PARTY: RANCHO BASEBALL LLC; REGARDING PRICE AND TERMS OF PAYMENT. (CITY)

D3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 12467 BASE LINE ROAD IDENTIFIED AS PARCEL NUMBERS 1090-331-03- 0000, 1090-331-04-0000, 1089-581-04-0000; NEGOTIATING PARTIES JOHN GILLISON, CITY MANAGER

REPRESENTING THE CITY OF RANCHO CUCAMONGA, AND JOSEPH FILIPPI, JOSEPH FILIPPI WINERY AND VINEYARDS; REGARDING PRICE AND TERMS. – (CITY)

E. RECESS

Page 3 ends

REGULAR MEETING – 7:00 P.M.

COUNCIL CHAMBERS

PLEDGE OF ALLEGIANCE

ROLL CALL: Mayor Michael
Mayor Pro Tem Kennedy
Council Members Hutchison, Scott and Stickler

A. AMENDMENTS TO THE AGENDA

B. ANNOUNCEMENT / PRESENTATIONS

B1. Presentation of a Certificate of Sympathy in Memory of John L. Machado Jr., Board Member of the Rancho Cucamonga Public Art Committee.

B2. Administration of Oath of Office to Reappointed Planning/Historical Preservation Commissioner Bryan Dopp and Newly Appointed Planning/Historical Preservation Commissioner Melissa Diaz.

B3. Presentation of a Proclamation to Tamara Oatman, Retiring Finance Director, for Years of Service to the City of Rancho Cucamonga.

C. PUBLIC COMMUNICATIONS

This is the time and place for the general public to address the Fire Protection District, Housing Successor Agency, Successor Agency, Public Financing Authority Board, and City Council on any item listed or not listed on the agenda. State law prohibits us from addressing any issue not on the Agenda. Testimony may be received and referred to staff or scheduled for a future meeting.

Comments are to be limited to three (3) minutes per individual. All communications are to be addressed directly to the Fire Board, Agencies, Successor Agency, Authority Board, or City Council not to the members of the audience. This is a professional business meeting and courtesy and decorum are expected. Please refrain from any debate between audience and speaker, disorderly or boisterous conduct that disturbs, disrupts, or otherwise impedes the orderly conduct of the meeting. For more information, refer to the City Council Rules of Decorum and Order (Resolution No. 2023-086) located in the back of the Council Chambers.

The public communications period will not exceed one hour prior to the commencement of the business portion of the agenda. During this one hour period, all those who wish to speak on a topic contained in the business portion of the agenda will be given priority, and no further speaker cards for these business items (with the exception of public hearing items) will be accepted once the business portion of the agenda commences. Any other public communications which have not concluded during this one hour period may resume after the regular business portion of the agenda has been completed

Page 4 ends

CONSENT CALENDARS:

The following Consent Calendar items are expected to be routine and noncontroversial. They will be acted upon without discussion unless an item is removed by Council Member for discussion.

Members of the City Council also sit as the Fire Board, Housing Successor Agency, Successor Agency, and Public Finance Authority and may act on the consent calendar for those bodies as part of a single motion with the City Council consent calendar.

D. CONSENT CALENDAR

D1. Consideration of Meeting Minutes for Regular Meetings of December 6, 2023.

D2. Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of $2,824,635.42 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of $4,784,419.41 Dated November 27, 2023, Through December 10, 2023. (CITY/FIRE)

D3. Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of $19,134,82 Dated November 27, 2023, Through December 10, 2023. (CITY/FIRE)

D4. Consideration to Receive and File Current Investment Schedules as of November 30, 2023 for the City of Rancho Cucamonga and the Rancho Cucamonga Fire Protection District. (CITY/FIRE)

D5. Consideration to Cancel and Reschedule the February 7, 2024 Regular Meetings of the Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority, and City Council to February 6, 2024. (CITY/FIRE)

D6. Consideration To Approve the Housing Successor Fiscal Year 2022-2023 Annual Report (Housing Successor Agency). (CITY)

D7. Consideration of an Appropriation in the Amount of $311,000 and Approval to Purchase Transformers from First Philec as a Single Source Vendor in the Amount of $311,000. (CITY)

D8. Consideration to Award a Contract to Wisecom Technologies for the Purchase of Uninterruptible Power Supply (UPS) Battery Backups in the Amount of $156,260 for Automated Backup Electric Power of Network Equipment. (CITY/FIRE)

D9. Consideration of a Five (5) Year Contract with Data Ticket Inc. for Parking and Administrative Citations and Other Receivables Processing with the Option to Renew the Contract for Two (2) Additional Years in the Amount of $725,000. (CITY)

D10. Consideration of the Cooperative Purchase of One (1) 2024 CASE Construction Model Number 570N EP Skip Loader via the Sourcewell Contract Number 032119-CNH-1 from Sonsray Machinery in the Amount of $135,374.56. (CITY)

D11. Consideration of a Power Purchase Agreement with Golden Fields Solar IV, LLC to Purchase the Renewable Energy and Capacity From the Proposed Solar Photovoltaic Project and Authorizing the City Manager or His Designee to Sign the Power Purchase Agreement, Buyers’ Agent Agreement, and Any Related Documents. (CITY)

D12. Consideration to Accept the Concrete Rehabilitation Project FY 22-23 as Complete, File the Notice of Completion, and Authorize Release of Retention and Bonds. (CITY)

Page 5 ends

D13. Consideration to Adopt City Resolution No. 2023-124 and Fire Board Resolution No. FD 2023-040 to Update Staff Signature Authority Limits. (RESOLUTION NO. 2023-124 AND RESOLUTION NO. FD 2023-040) (CITY/FIRE)

D14. Consideration of a Resolution Delegating Authority to Request Disbursements from the CalPERS California Employers' Retiree Benefit Trust (CERBT) for the Rancho Cucamonga Fire Protection District's Retiree Healthcare Plan. (RESOLUTION NO. FD 2023-041) (FIRE)

E. CONSENT CALENDAR ORDINANCE(S) - SECOND READING/ADOPTION

E1. Consideration of Second Reading and Adoption of the Following:

ORDINANCE NO. 1022
AN ORDINANCE OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, AMENDING TITLE 17 OF THE

RANCHO CUCAMONGA MUNICIPAL CODE ESTABLISHING NON-STOREFRONT MEDICAL CANNABIS

RETAIL AS A USE PERMITTED WITH A MINOR USE PERMIT FOR PROPERTIES LOCATED IN

PORTIONS OF THE NEO-INDUSTRIAL (NI) AND INDUSTRIAL EMPLOYMENT (IE) ZONES, AMENDING CHAPTER 8.52 OF TITLE 8 OF THE RANCHO CUCAMONGA MUNICIPAL CODE EXCEPTING CERTAIN

NON-STOREFRONT MEDICAL CANNABIS RETAIL FROM THE PROHIBITION ON COMMERCIAL CANNABIS ACTIVITY, ADDING CHAPTER 5.20 TO TITLE 5 OF THE RANCHO CUCAMONGA MUNICIPAL

CODE ESTABLISHING REGULATORY AND OPERATIONAL RESTRICTIONS FOR SUCH A NON-

STOREFRONT MEDICAL CANNABIS RETAILER, AND MAKING A DETERMINATION OF EXEMPTION

FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT

F. ADMINISTRATIVE HEARING ITEM(S)

G. ADVERTISED PUBLIC HEARINGS ITEM(S) - CITY/FIRE DISTRICT

G1. Public Hearing for Consideration of Resolution No. 2023-125, Adopting a Master Plan for the Epicenter Area, to Articulate a Vision for Enhanced Uses and Activity and Implement Development Standards for the City-Owned Parcels Commonly Known as the Epicenter Sports Complex, Consisting of Quakes Stadium, Sofive Soccer Center, Rancho Cucamonga Sports Center, Rancho Cucamonga Animal Center, Rancho Cucamonga Municipal Utility Facility and Parking, Associated Parking Lots and a City-Owned Vacant Lot at the Northwest Corner of Rochester and Arrow. No Privately Owned Parcels are Subject to This Proposed Plan. APN’s 229- 012-73 and -74, 0229-012-01,-02,-03,-09,-10,-22,-23,-72. An Addendum to the General Plan Program Environmental Impact Report (SCH No. 2021050261) Has Been Prepared for this Project. (RESOLUTION NO. 2023-125) (CITY)

G2. Public Hearing for Consideration of First Reading of Ordinance No. 1023, to be Read by Title Only and Waive Further Reading, Amending Articles III, V, VIII, and IX of Title 17 (Development Code) of the Rancho Cucamonga Municipal Code that will Include the Addition of New Subzone to the Summary Table and Land Use, Clarifications to Various Development Standards including updates to Drive-Thru Use and Service Station Standards, New Standards for Subdivisions in the Form Based Code, Adjustments to Open Space Requirements, and Additional Typographic and Formatting Amendments, and Recommendation of Zoning Map Amendments to Specific Parcels for Consistency with the General Plan (“PlanRC”). An Addendum to the General Plan Update and Climate Action Plan FEIR has been prepared for this project (Zoning Map Amendment DRC2023-00317; Municipal Code Amendment DRC2023-00318). (ORDINANCE NO. 1023) (CITY)

Page 6 ends

H. CITY MANAGER'S STAFF REPORT(S)

H1. Consideration of the Rancho Cucamonga ADA Title II Self-Evaluation and Transition Plan, and Determination that the Plan is Categorically Exempt Under the California Environmental Quality Act (CEQA) per Section 15301 – Existing Facilities and Section 15305 – Minor Alterations of Land Use Limitations. (CITY)

H2. Consideration to Approve Budget Amendment for Implementation of the County Ambulance Contract (Ambulance Personnel, EMS Captain, Data Analyst). (FIRE)

H3. Consideration of the Conversion of the Vacant Emergency Management Coordinator Position to Emergency Manager. (FIRE)

I. COUNCIL BUSINESS

I1. Consideration to Approve the Re-appointment of One (1) Public Member and Appointment of Two (2) New Members to the Public Art Committee. (CITY)

I2. COUNCIL ANNOUNCEMENTS

(Comments to be limited to three minutes per Council Member.)

I3. INTERAGENCY UPDATES

(Update by the City Council to the community on the meetings that were attended.)

J. CITY ATTORNEY ITEMS

K. IDENTIFICATION OF ITEMS FOR NEXT MEETING

L. ADJOURNMENT

L1. Adjournment in Memory of John L. Machado Jr., Board Member of the Rancho Cucamonga Public Art Committee.

CERTIFICATION
I, Linda A. Troyan, MMC, City Clerk Services Director of the City of Rancho Cucamonga, or my designee, hereby certify under penalty of perjury that a true, accurate copy of the foregoing agenda was posted on at least seventy-two (72) hours prior to the meeting per Government Code 54954.2 at 10500 Civic Center Drive, Rancho Cucamonga, California and on the City's website.

LINDA A. TROYAN, MMC

CITY CLERK SERVICES DIRECTOR

If you need special assistance or accommodations to participate in this meeting, please contact the City Clerk's office at (909) 477-2700. Notification of 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility. Listening devices are available for the hearing impaired.

CITY OF RANCHO CUCAMONGA

FIRE PROTECTION DISTRICT, HOUSING SUCCESSOR AGENCY, SUCCESSOR AGENCY,

PUBLIC FINANCE AUTHORITY AND CITY COUNCIL REGULAR MEETINGS MINUTES

The City Council of the City of Rancho Cucamonga held a Closed Session on Wednesday, December 06, 2023, in the Tapia Conference Room at the Civic Center, 10500 Civic Center Drive, Rancho Cucamonga, California. Mayor Michael called the meeting to order at 5:00 PM.

Present were Council Members: Ryan Hutchison, Kristine Scott, Ashley Stickler, Mayor Pro Tem Lynne Kennedy and Mayor L. Dennis Michael.

Also present were: Elisa Cox, Assistant City Manager; Nicholas Ghirelli, City Attorney; Matt Burris, Deputy City Manager/Economic and Community Development and Julie Sowle s, Deputy City Manager/Civic and Cultural Services.

A. ANNOUNCEMENT OF CLOSED SESSION ITEM(S)

B. PUBLIC COMMUNICATIONS ON CLOSED SESSION ITEM(S)

C. CITY MANAGER ANNOUNCEMENTS

D. CONDUCT OF CLOSED SESSION

D1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY LOCATED AT 8408 ROCHESTER AVENUE, RANCHO CUCAMONGA, CA 91730 (RANCHO CUCAMONGA EPICENTER STADIUM); AGENCY NEGOTIATORS: JOHN GILLISON AND ELISA COX, REPRESENTING THE CITY OF RANCHO CUCAMONGA; NEGO TIATING PARTY: RANCHO BASEBALL LLC; REGARDING PRICE AND TERMS OF PAYMENT. (CITY)

D2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PER GOVERNMENT CODE SECTION 54956.8 FOR PROPERTY GENERALLY LOCATED AT THE RANCHO CUCAMONGA METROLINK STATION IDENTIFIED AS PAR CEL NUMBERS 020927211, 020914321, AND 020927222 AND CERTAIN ADJACENT RIGHT -OF-WAY INCLUDED WITHIN THE STATION FOOTPRINT; CITY NEGOTIATOR: JOHN GILLISON, CITY MANAGER, REPRESENTING THE CITY OF RANCHO CUCAMONGA; NEGOTIATING PARTIES: SARAH WATERSON, PRESID ENT, REPRESENTING DESERTXPRESS ENTERPRISES, LLC, DBA AS BRIGHTLINE WEST; UNDER NEGOTIATION: PRICE AND TERMS OF PAYMENT. (CITY)

D3. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF SECTION 54956.9; NAME OF CASE: HIMNEL USA, INC. D/B/A ST. MARY'S MONTESSORI SCHOOL AND GLOBAL PROPERTY HOLDINGS LLC VS. CITY OF RANCHO CUCAMONGA, SBSC CASE NO.: CIVDS 2014554. (CITY)

*DRAFT*
December 06, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga | Page 2 of 7
D4. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION PURSUANT TO PARAGRAPH (1) OF SUBDIVISION (D) OF GOVERNMENT CODE SECTION 54956.9; NAME OF CASE: CITY OF RANCHO CUCAMONGA V. DR LANDMARK, INC.; POWER MEDIC TECHNOLOGIES, INC.; HOFER PROPERTIES, LLC; AND DOES 1 THROUGH 5 INCLUSIVE, SBSC CASE NO. CIVDS 1904713. (CITY)

E. RECESS

The closed session recessed at 6:28 p.m.

REGULAR MEETING – 7:00 PM
CALL TO ORDER – COUNCIL CHAMBERS

The Regular meetings of the Rancho Cucamonga Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority, and the City of Rancho Cucamonga City Council were held on December 06, 2023, in the Council Chambers at City Hall, located at 10500 Civic Center Drive, Rancho Cucamonga, California. Mayor Michael called the meeting to order at 7:00 PM.

Present were Council Members: Ryan Hutchison, Kristine Scott, Ashley Stickler, Mayor Pro Tem Lynne Kennedy and Mayor L. Dennis Michael.

Also present were: Elisa Cox , Assistant City Manager; Nicholas Ghirelli, City Attorney; and Linda A.

Troyan, MMC, City Clerk Services Director.

Mayor Michael announced City Manager, John Gillison, is excused from tonight’s meeting. Assistant City Manager, Elisa Cox, will be filling in for him tonight.

Council Member Stickler led the Pledge of Allegiance.

A. AMENDMENTS TO THE AGENDA

City Clerk Services Director Troyan announced Staff updated the Staff R eport to item D4 to clarify items received on December 5th letter. A copy of the updated report was provided to the Council on the dais and was made available to the public. Also, item D12 on the Consent Calendar was requested to be removed and returned at a future meeting.

B. ANNOUNCEMENT / PRESENTATIONS

B1. Presentation of a Certificate of Recognition to Ishaan Iyer for Being Named a 2023 3M Young Scientist Challenge Top 10 Finalist.

Mayor Michael and Members of the City Council presented a Certificate of Recognition to Ishaan Iyer. Young Scientist Iyer shared information on the cost -effective Braille device he created that encodes the English alphabet into Braille language and converts it into a tactile Braille cell.

B2. Presentation of Where Income Increased Most Year Over Year – 2023 Study.

Paige Eberle , Management Aide , Planning and Economic Development Department and Brianna Ford , Community Affairs Technician , City Manager’s Office, provided a PowerPoint presentation of Rancho Cucamonga’s ranking in the recent study from Smart Asset.

Lance Asbra, offered a prayer.

Laura Espinoza, Armando Moreno and Elijah Gracia, spoke in opposition to a proposed project by Hamilton Family Brewery at a location identified as 8889 Archibald Avenue, Rancho Cucamonga, CA 91730 – (DRC2023-00257). The three (3) speakers shared concerns of the proposed project relating to: parking, traffic, noise level affecting surrounding neighborhood , hours of operation, ongoing special events, food truck vendors, public safety and impacts to the property value of adjacent homes.

Assistant City Manager Cox referred speakers to Director of Planning and Economic Development, Matt Marquez, for more information on the proposed project by Hamilton Family Brewery and process for proposed projects in the City.

D. CONSENT CALENDAR

Council Member Scott announced that she will need to abstain on item D3, due to a potential conflict of interest as her employer is Southern California Gas Company.

D1. Consideration of Meeting Minutes for Regular Meetings of November 15, 2023.

D2. Consideration to Approve City and Fire District Bi -Weekly Payroll in the Total Amount of $2,382,944.13 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of $11,812,958.97 Dated November 06, 2023, Through November 26, 2023, and City and Fire District Electronic Debit Registers for the Month of October in the Total Amount of $1,735,255.46. (CITY/FIRE)

D3. Consideration to Approve Fire District Weekly Check Register for Checks Issued to Southern California Gas Company in the Total Amount of $88.76 Dated November 06, 2023, Through November 26, 2023. (FIRE)

D4. Consideration to Receive and File the AB 1600 Development Impact Fee Report for the Fiscal Year Ended June 30, 2023. (CITY)

D5. Consideration of Appropriation in the Amount of $46,090 from the Citizen Option for Public Safety (COPS) Program State Fund Balance and Authorization to Purchase 12 Public Safety Video Network (PSVN) Cameras to Be Added to Or Replace End of Life Cameras at the Rancho Cucamonga Animal Shelter. (CITY)

D6. Consideration of Amendment No. 003 to the Professional Services Agreement with Civic Solutions for Contract Planning Services, to extend the contract through June 30, 2024, and increase the total contract cost by $122,150 to be funded from account 1001314 -5300 and 1016301-5300 (Contract Services). (CITY)

D7. Consideration of Amendment No. 8 to the Professional Services Agreement with Fuel Equipment Services, Inc (DBA Fuel Serv) for Fuel Island Maintenance to Extend the Term of the Contract through June 30, 2024 in an Amount Not to Exceed $60,000 for FY 2023/2024. (CITY/FIRE)

D8. Consideration to Accept as Complete, File the Notice of Completion and Authorize Release of Retention and Bonds for the Fiscal Year 2022/23 Local Overlay Pavement Rehabilitation Project. (CITY)
*DRAFT*
December 06, 2023 | Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority and City Council Regular Meetings Minutes City of Rancho Cucamonga | Page 4 of 7
D9. Consideration to Accept Public Improvements Located on the Southeast Corner of Lemon Avenue and Day Lily Court per Improvement Agreement, Related to Parcel Map 20098, as Complete, File a Notice of Completion, and Authorize the Release of Bonds. (CITY)

D10. Consideration to Accept as Complete, File the Notice of Completion and Authorize Release of Retention and Bonds for the Hermosa Avenue Street Widening and Pavement Rehabilitation Project. (CITY)

D11. Consideration to Accept Public Improvements Located on the East Side of East Avenue and South of Banyan Street per Improvement Agreement, Related to Tract Map 20334, as Complete, File a Notice of Completion, and Authorize the Release of Bonds. (CITY)

D12. Consideration to Approve the Final Map for Tract 20120, an Improvement Agreement, Improvement Securities, and Resolutions Ordering the Annexation into Landscape Maintenance District No.4-R, and into Street Light Maintenance District No.1 and No.4, Located on the North Side of Foothill Boulevard and West of Milliken Avenue at 11290 Foothill Boulevard, Related to Case No’s. SUBTT20120 and DRC2021 -00120. (RESOLUTION NO. 2023 -118), (RESOLUTION NO. 2023 -119), AND (RESOLUTION NO. 2023-120) (CITY) (REMOVED FROM AGENDA)

D13. Consideration of a Resolution Amending Parking Citation Penalties and Late Payment Penalties for the City of Rancho Cucamonga. (RESOLUTION NO. 2023-116) (CITY)

MOTION: Moved by Mayor Pro Tem Kennedy, seconded by Council Member Stickler, to approve the Consent Calendar Agenda items D1 through D13, with the updated Staff Report for item D4 , removal of item D12 and Council Member/Board Member Scott abstaining on item D3. Motion carried 5-0.

E. CONSENT CALENDAR ORDINANCE(S) - SECOND READING/ADOPTION

None.

F. ADMINISTRATIVE HEARING ITEM(S)

None.

G1. Public Hearing for Consideration of First Reading of Ordinance No. 1022, to be Read by Title Only and Waive Further Reading, Amending Title 17 of The Rancho Cucamonga Municipal Code Establishing Non-Storefront Medical Cannabis Retail as a Use Permitted With a Minor Use Permit for Properties Located in Portions of the Neo -Industrial (NI) and Industrial Employment (IE) Zones, Amending Chapter 8.52 of the Rancho Cucamonga Municipal Code Exempting Certain Non -Storefront Medical Cannabis Retail from the Prohibit ion on Commercial Cannabis Activity; Adding Chapter 5.20 to the Rancho Cucamonga Municipal Code Establishing Regulatory and Operational Restrictions for Non -Storefront Medical Cannabis Retailers. This Item is Exempt from the California Environmental Qualit y Act, Pursuant to State CEQA Guidelines Sections 15060(C)(2) and 15061(B)(3). (ORDINANCE NO. 1022) (CITY)

Assistant City Manager Cox introduced Jennifer Nakamura, Deputy Director of Planning, who gave the staff report along with a PowerPoint presentation for item G1.

Mayor Michael opened the Public Hearing.

There were no public communications.

Mayor Michael closed the Public Hearing.

Discussion ensued on enforcement requirements by the State of California and the importance of local control.

MOTION: Moved by Council Member Hutchison, seconded by Council Member Stickler, to approve staff’s recommendation and introduce First Reading of Ordinance No. 1022, by title only and waive further reading.

Linda A. Troyan, MMC, City Clerk Services Director, read the title of Ordinance No. 10 22 by title only.

ORDINANCE NO. 1022
AN ORDINANCE OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA, AMENDING TITLE 17 OF

THE RANCHO CUCAMONGA MUNICIPAL CODE ESTABLISHING NONSTOREFRONT MEDICAL

CANNABIS RETAIL AS A USE PERMITTED WITH A MINOR USE PERMIT FOR PROPERTIES

LOCATED IN PORTIONS OF THE NEO -INDUSTRIAL (NI) AND INDUSTRIAL EMPLOYMENT (IE) ZONES, AMENDING CHAPTER 8.52 OF TITLE 8 OF THE RANCHO CUCAMONGA MUNICIPAL CODE

EXCEPTING CERTAIN NON-STOREFRONT MEDICAL CANNABIS RETAIL FROM THE PROHIBITION ON COMMERCIAL CANNABIS ACTIVITY, ADDING CHAPTER 5.20 TO TITLE 5 OF THE RANCHO

CUCAMONGA MUNICIPAL CODE ESTABLISHING REGULATORY AND OPERA TIONAL

RESTRICTIONS FOR SUCH A NON -STOREFRONT MEDICAL CANNABIS RETAILER, AND MAKING

A DETERMINATION OF EXEMPTION FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT

VOTES NOW CAST ON MOTION: Moved by Council Member Hutchison, seconded by Council Member Stickler, to approve staff’s recommendation and introduce First Reading of Ordinance No. 10 22, by title only and waive further reading. Motion carried 5-0.

G2. Public Hearing to Consider Establishing, Repealing, and Amending Certain Service and User Fee Adjustments for Various Departments (Building and Safety Services, Planning and Economic Development, and Community Services), Consider Amending the Transportatio n Development Impact Fees for Engineering Services, and Consider Two Resolutions Approving Such New Service and User Fees. (RESOLUTION NO. 2023 -121) and (RESOLUTION NO. 2023-122) (CITY)

Assistant City Manager Cox introduced Jennifer Nakamura, Deputy Director Planning and Economic Development, and Zack Neighbors , Director Building and Safety , who gave the staff report along with a PowerPoint presentation for item G2.

Assistant City Manage r Cox announced the Public Hearing on the Transportation Development Impact Fees would be continued to the Regular City Council Meeting on January 17, 202 4. She noted a copy of the updated report has been provided to the Council on the dais and was made available to the public.

Mayor Michael opened the Public Hearing.

Carlos Rodriguez, Chief Policy Officer for the Building Industry Association of Southern California , shared concerns with the City’s proposal of amending the Transportation Development Impact Fees for Engineering Services and requested the item be continued to January 17, 2024 to have more time to review and an opportunity for more robust dialogue.

MOTION: Moved by Council Member Scott, seconded by Council Member Hutchison, to adopt staff’s recommendation to approve Resolution No. 2023 -121 and continue the Public Hearing on the Transportation Development Impact Fees to the Regular City Council Meeting on January 17, 202 4 in Council Chambers, 10500 Civic Center Drive, at 7:00 p.m. Motion carried 5-0.

G3. Public Hearing for Consideration of a Resolution Adopting and Approving the Issuance of Bonds by the California Statewide Communities Development Authority in the Amount not to Exceed $12 Million to Improve and Rehab the Physical Condition of Pepperwood Apartments Located at 9055 Foothill Blvd., Rancho Cucamonga. (RESOLUTION NO. 2023-117) (CITY)

Assistant City Manager Cox introduced Flavio Nunez, Management Analyst II, who provided a verbal report for item G3.

Mayor Michael opened the Public Hearing.

There were no public communications.

Mayor Michael closed the Public Hearing.

MOTION: Moved by Council Member Scott, seconded by Council Member Stickler, to adopt Resolution No. 2023-117, approving the issuance of bonds by the California Statewide Communities Development Authority in the amount not to exceed $12 million to improve and rehab the physical condition of Pepperwood Apartments located at 9055 Foothill Blvd., Rancho Cucamonga. Motion carried 5-0.

H. CITY MANAGER'S STAFF REPORT(S)

None.

I1. Consideration of City Council's Appointment of Their Respective Member to Cucamonga Valley Water District's Conservation Regulations Coalition. (CITY)

Assistant City Manager Cox introduced Michael Parmer, Assistant to the City Manager, who provided a verbal report for item I1.

MOTION: Moved by Council Member Hutchison, seconded by Mayor Pro Tem Kennedy, to appoint Council Member Stickler to serve as Rancho Cucamonga’s Respective Member for the Cucamonga Valley Water District's Conservation Regulations Coalition. Motion carried 5-0.

I1. COUNCIL ANNOUNCEMENTS

None.

I2. INTERAGENCY UPDATES

None.

J. CITY ATTORNEY ITEMS

City Attorney Ghirelli noted that there was no reportable action taken during Closed Session held earlier that evening.

K. IDENTIFICATION OF ITEMS FOR NEXT MEETING

None.

L. ADJOURNMENT

Mayor Michael adjourned the Council Meeting at 7:59 p.m.

Approved:

Linda A. Troyan, MMC
City Clerk Services Director

DATE:December 20, 2023
TO:Mayor and Members of the City Council
President and Members of the Board of Directors
FROM:John R. Gillison, City Manager
INITIATED BY: Tamara L. Oatman, Finance Director
Veronica Lopez, Accounts Payable Supervisor
SUBJECT: Consideration to Approve City and Fire District Bi-Weekly Payroll in the Total Amount of $2,824,635.42 and City and Fire District Weekly Check Registers (Excluding Checks Issued to Southern California Gas Company) in the Total Amount of $4,784,419.41 Dated November 27, 2023, Through December 10, 2023. (CITY/FIRE)
RECOMMENDATION:

Staff recommends City Council/Board of Directors of the Fire Protection District approve payment of demands as presented. Bi-weekly payroll is $1,417,839.06 and $1,406,796.36 for the City and the Fire District, respectively. Weekly check register amounts are $3,993,595.77 and $790,823.64 for the City and the Fire District, respectively.

BACKGROUND:

N/A

ANALYSIS:

N/A

FISCAL IMPACT:

Adequate budgeted funds are available for the payment of demands per the attached listing.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

N/A

ATTACHMENTS:

Attachment 1 - Weekly Check Register

Agenda Check Register

RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Excluding So Calif Gas Company.

AND

CITY OF RANCHO CUCAMONGA
11/27/2023 through 12/10/2023
Check No.

Check Date
Vendor Name
City Fire Amount
AP
00016785
11/29/2023

AIR EXCHANGE INC

0.00 1,257.64 1,257.64
AP
00016786
11/29/2023

ALLSTAR FIRE EQUIPMENT INC

0.00 1,018.24 1,018.24
***
AP
00016787
11/29/2023

AMG & ASSOCIATES INC
570.00 599,690.69 600,260.69
AP
00016788
11/29/2023

ASSI SECURITY
1,300.00 0.00 1,300.00
AP
00016789
11/29/2023

CALAMP WIRELESS NETWORKS CORP
750.00 0.00 750.00
AP
00016790
11/29/2023

CALIF GOVERNMENT VEBA / RANCHO CUCAMONGA
28,717.25 0.00 28,717.25
AP
00016791
11/29/2023

DATA TICKET INC
7,180.54 0.00 7,180.54
AP
00016792
11/29/2023

DELTA DENTAL OF CALIFORNIA
42,772.74 0.00 42,772.74
AP
00016793
11/29/2023

FEHR & PEERS
2,495.00 0.00 2,495.00
***
AP
00016794
11/29/2023

GOLDEN STATE RISK MANAGEMENT AUTHORITY
119,263.00 1,393.00 120,656.00
AP
00016795
11/29/2023

KEITH, JORRY
630.00 0.00 630.00
AP
00016796
11/29/2023

MERRIMAC PETROLEUM INC
34,740.58 0.00 34,740.58
***
AP
00016797
11/29/2023

NAPA AUTO PARTS
509.37 937.46 1,446.83
AP
00016798
11/29/2023

NATIONWIDE PREMIUM HOLDING
952.18 0.00 952.18
AP
00016799
11/29/2023
RCCEA
1,475.00 0.00 1,475.00
AP
00016800
11/29/2023
RCPFA
16,300.47 0.00 16,300.47
***
AP
00016801
11/29/2023

RICHARDS WATSON & GERSHON
85,062.70 1,738.10 86,800.80
AP
00016802
11/29/2023

SHELL ENERGY NORTH AMERICA
498,674.73 0.00 498,674.73
AP
00016803
12/06/2023

AMAZON WEB SERVICES INC
3,788.07 0.00 3,788.07
AP
00016804
12/06/2023

ANDERSON'S PLAYSCHOOL
8,445.00 0.00 8,445.00
AP
00016805
12/06/2023

BUREAU OF RECLAMATION
1,085.22 0.00 1,085.22
***
AP
00016806
12/06/2023

CALAMP WIRELESS NETWORKS CORP
53,512.12 9,950.00 63,462.12
AP
00016807
12/06/2023

DELTA DENTAL INSURANCE COMPANY
930.96 0.00 930.96
AP
00016808
12/06/2023

DELTA DENTAL OF CALIFORNIA
45,627.79 0.00 45,627.79
AP
00016809
12/06/2023

DIAMOND ENVIRONMENTAL SERVICES
811.00 0.00 811.00
AP
00016810
12/06/2023

ELECNOR BELCO ELECTRIC INC
12,187.47 0.00 12,187.47
AP
00016811
12/06/2023

GRAVES & KING LLP
22,921.23 0.00 22,921.23
AP
00016812
12/06/2023

HAMPTON LIVING
576.00 0.00 576.00
AP
00016813
12/06/2023

HERC RENTALS INC
1,492.52 0.00 1,492.52
AP
00016814
12/06/2023

KEITH, JORRY

84.00 0.00 84.00
***
AP
00016815
12/06/2023

NAPA AUTO PARTS

12.44 137.27 149.71
AP
00016816
12/06/2023

NATIONAL UTILITY LOCATORS LLC
1,050.00 0.00 1,050.00
AP
00016817
12/06/2023

PRIVATE BRAND MFG
1,799.43 0.00 1,799.43
AP
00016818
12/06/2023

RICHARDS WATSON & GERSHON
10,281.28 0.00 10,281.28
AP
00016819
12/06/2023

US DEPARTMENT OF ENERGY
7,821.65 0.00 7,821.65
AP
00016820
12/06/2023

YUNEX LLC
16,811.20 0.00 16,811.20
AP
00441523
11/29/2023

ALTA LAGUNA MOBILE HOME PARK - CA LLC
400.00 0.00 400.00
AP
00441524
11/29/2023

ALTA VISTA MOBILE HOME PARK
292.58 0.00 292.58
AP
00441525
11/29/2023
AT&T
500.00 0.00 500.00
***
AP
00441526
11/29/2023

AUFBAU CORPORATION
11,785.00 11,785.00 23,570.00
AP
00441527
11/29/2023

AUNTIE M CREATIVE CONSULTANTS INC
1,750.50 0.00 1,750.50
AP
00441528
11/29/2023

BEST OUTDOOR POWER INLAND LLC

82.39 0.00 82.39
AP
00441529
11/29/2023

BPR CONSULTING GROUP LLC
3,346.53 0.00 3,346.53
AP
00441530
11/29/2023

BURRTEC WASTE INDUSTRIES INC
136,985.57 0.00 136,985.57
***
AP
00441534
11/29/2023

C V W D
46,721.21 760.53 47,481.74
AP
00441535
11/29/2023
CalPERS LONG-TERM CARE PROGRAM
221.35 0.00 221.35
AP
00441536
11/29/2023
CalPERS LONG-TERM CARE PROGRAM
221.35 0.00 221.35
07:00:45
12/11/2023
Current Date:

VLOPEZ - Veronica Lopez
Page:
1 Time:

CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User:

Report:

Agenda Check Register

RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Excluding So Calif Gas Company.

AND

CITY OF RANCHO CUCAMONGA
11/27/2023 through 12/10/2023
Check No.

Check Date
Vendor Name
City Fire Amount
AP
00441537
11/29/2023

CAMERON WELDING

17.13 0.00 17.13
AP
00441538
11/29/2023

CAMPOS, CARINA
167.42 0.00 167.42
AP
00441539
11/29/2023

CASA VOLANTE ESTATES
600.00 0.00 600.00
AP
00441540
11/29/2023

CHAPARRAL HEIGHTS MOBILE HOME PARK
300.00 0.00 300.00
AP
00441541
11/29/2023

CINTAS CORPORATION
2,480.89 0.00 2,480.89
***
AP
00441542
11/29/2023

CITIZENS BUSINESS BANK

30.00 31,562.67 31,592.67
AP
00441543
11/29/2023

CITRUS MOTORS ONTARIO INC
1,258.61 0.00 1,258.61
AP
00441544
11/29/2023

CLIMATEC LLC
2,922.00 0.00 2,922.00
AP
00441545
11/29/2023

COAST FITNESS REPAIR SHOP
1,136.87 0.00 1,136.87
AP
00441546
11/29/2023

CONLON CONSTRUCTION CO
15,000.00 0.00 15,000.00
AP
00441547
11/29/2023

CR&A CUSTOM INC
3,086.68 0.00 3,086.68
AP
00441548
11/29/2023

D & K CONCRETE COMPANY

0.00 2,539.48 2,539.48
AP
00441549
11/29/2023

DADDONA, GEORGE A
600.00 0.00 600.00
AP
00441550
11/29/2023

DAPEER ROSENBLIT & LITVAK LLP
7,577.82 0.00 7,577.82
AP
00441551
11/29/2023

DEPENDABLE COMPANY INC

37.50 0.00 37.50
***
AP
00441552
11/29/2023
DUDEK
4,611.25 3,467.50 8,078.75
AP
00441553
11/29/2023

EMERGENCY MEDICAL PRODUCTS

0.00 568.22 568.22
AP
00441554
11/29/2023

EXECUTIVE DETAIL SERVICES

0.00 300.00 300.00
AP
00441555
11/29/2023

EXPERIAN

52.00 0.00 52.00
AP
00441556
11/29/2023

EXPRESS BRAKE SUPPLY INC
1,154.36 0.00 1,154.36
AP
00441557
11/29/2023

FEDERAL EXPRESS CORP

47.11 0.00 47.11
AP
00441558
11/29/2023

FERNANDEZ, CESAR
7,500.00 0.00 7,500.00
AP
00441559
11/29/2023

FIALLOS, WILSON
2,340.00 0.00 2,340.00
AP
00441560
11/29/2023

FIRE APPARATUS SOLUTIONS

0.00 484.62 484.62
AP
00441561
11/29/2023

FISCHER, GRETCHEN
500.00 0.00 500.00
AP
00441562
11/29/2023

FLAG SYSTEMS INC
2,850.00 0.00 2,850.00
AP
00441563
11/29/2023

FLEETPRIDE

0.00 272.15 272.15
AP
00441564
11/29/2023

FRANKLIN TRUCK PARTS INC

0.00 1,639.88 1,639.88
***
AP
00441566
11/29/2023

FRONTIER COMM
2,223.39 926.41 3,149.80
***
AP
00441567
11/29/2023

FRONTIER COMM
191.08 445.85 636.93
AP
00441568
11/29/2023

FRONTIER COMM
3,896.47 0.00 3,896.47
AP
00441569
11/29/2023

FRS ENVIRONMENTAL
392.18 0.00 392.18
AP
00441570
11/29/2023

G/M BUSINESS INTERIORS
11,119.47 0.00 11,119.47
AP
00441571
11/29/2023

GARCIA, CARLOS

82.94 0.00 82.94
AP
00441572
11/29/2023

GARCIA, MIGUEL ANGEL
900.00 0.00 900.00
AP
00441573
11/29/2023

GILKEY, JOHN A
250.00 0.00 250.00
AP
00441574
11/29/2023

GOLDSTAR ASPHALT PRODUCTS
11,475.38 0.00 11,475.38
AP
00441575
11/29/2023

GOTCHANOUGH LLC
1,769.59 0.00 1,769.59
***
AP
00441576
11/29/2023

GRAINGER
585.95 439.34 1,025.29
AP
00441577
11/29/2023

GRAPHICS FACTORY PRINTING INC
192.40 0.00 192.40
AP
00441578
11/29/2023

GROVES ON FOOTHILL, THE
200.00 0.00 200.00
AP
00441579
11/29/2023

HOLLIDAY ROCK CO INC
1,655.04 0.00 1,655.04
AP
00441580
11/29/2023

HOMETOWN AMERICA - RAMONA VILLA MHP
300.00 0.00 300.00
AP
00441581
11/29/2023

INLAND EMPIRE COMMUNITY NEWSPAPERS
315.00 0.00 315.00
AP
00441582
11/29/2023

INTERSTATE ALL BATTERY CENTER
765.76 0.00 765.76
AP
00441583
11/29/2023

KIMBALL MIDWEST
788.98 0.00 788.98
AP
00441584
11/29/2023

KLEIN PRODUCTS
999.73 0.00 999.73
07:00:45
12/11/2023
Current Date:

VLOPEZ - Veronica Lopez
Page:
2 Time:

CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User:

Report:

Agenda Check Register

RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Excluding So Calif Gas Company.

AND

CITY OF RANCHO CUCAMONGA
11/27/2023 through 12/10/2023
Check No.

Check Date
Vendor Name
City Fire Amount
AP
00441585
11/29/2023

KVL TIRES INC
3,223.32 0.00 3,223.32
AP
00441586
11/29/2023

LERCH, KAMRYN
157.77 0.00 157.77
AP
00441587
11/29/2023

LOZANO SMITH LLP
974.00 0.00 974.00
AP
00441588
11/29/2023

MARIPOSA LANDSCAPES INC
32,877.90 0.00 32,877.90
AP
00441589
11/29/2023

MARK CHRISTOPHER AUTO CENTER INC
576.71 0.00 576.71
AP
00441590
11/29/2023

MARTINEZ, STEPHANIE

29.07 0.00 29.07
***
AP
00441591
11/29/2023

MESA ENERGY SYSTEMS INC
13,821.70 3,921.35 17,743.05
AP
00441592
11/29/2023

MIG INC
60,802.50 0.00 60,802.50
AP
00441593
11/29/2023

MONTGOMERY HARDWARE CO
667.19 0.00 667.19
AP
00441594
11/29/2023

MYERS TIRE SUPPLY COMPANY

98.23 0.00 98.23
AP
00441595
11/29/2023

NATIONAL UTILITY LOCATORS LLC
1,575.00 0.00 1,575.00
AP
00441596
11/29/2023

NAUMANN HOBBS MATERIAL HANDLING
4,026.45 0.00 4,026.45
AP
00441597
11/29/2023

NG, SHUK FAN

11.52 0.00 11.52
AP
00441598
11/29/2023

NIU, DEJUN

64.06 0.00 64.06
***
AP
00441599
11/29/2023

ODP BUSINESS SOLUTIONS LLC
5,215.38 1,850.74 7,066.12
AP
00441600
11/29/2023

ONWARD ENGINEERING
28,525.00 0.00 28,525.00
AP
00441601
11/29/2023

PACIFIC UTILITY INSTALLATION INC
156,736.70 0.00 156,736.70
AP
00441602
11/29/2023

PALMER CONSULTING
6,300.00 0.00 6,300.00
AP
00441603
11/29/2023
PARS
3,500.00 0.00 3,500.00
AP
00441604
11/29/2023

PARTS AUTHORITY LLC, THE
457.12 0.00 457.12
AP
00441605
11/29/2023

PASCHALIS, DARNI

25.11 0.00 25.11
AP
00441606
11/29/2023

PAYMENTUS CORPORATION
1,003.00 0.00 1,003.00
AP
00441607
11/29/2023

PERSITZA, ADAM

0.00 320.00 320.00
***
AP
00441608
11/29/2023

PFM ASSET MANAGEMENT LLC
16,460.04 2,807.17 19,267.21
AP
00441609
11/29/2023

POSTAL PERFECT
165.00 0.00 165.00
AP
00441610
11/29/2023

PRE-PAID LEGAL SERVICES INC

53.36 0.00 53.36
AP
00441611
11/29/2023

RANCHO CUCAMONGA TOWN SQUARE
54,727.50 0.00 54,727.50
AP
00441612
11/29/2023

RANCHO SMOG CENTER

99.90 0.00 99.90
AP
00441613
11/29/2023

RAPID DIESEL REPAIR LLC
983.01 0.00 983.01
AP
00441614
11/29/2023

RETAIL LEASE TRAC
1,825.00 0.00 1,825.00
AP
00441615
11/29/2023

RUBEN'S AUTO COLLISION CENTER INC
3,188.09 0.00 3,188.09
AP
00441616
11/29/2023

SANGODKAR, SANDEEP

59.96 0.00 59.96
AP
00441617
11/29/2023
SBPEA
2,513.33 0.00 2,513.33
AP
00441618
11/29/2023
SBSTAR DOGS - SBSAR UNIT 207
750.00 0.00 750.00
AP
00441619
11/29/2023
SCRRA
14,190.00 0.00 14,190.00
AP
00441620
11/29/2023

SHOETERIA INC
134.02 0.00 134.02
AP
00441621
11/29/2023

SHRED PROS

65.00 0.00 65.00
AP
00441622
11/29/2023

SITEONE LANDSCAPE SUPPLY LLC
1,072.21 0.00 1,072.21
AP
00441624
11/29/2023

SOCAL PPE

0.00 16,458.90 16,458.90
AP
00441625
11/29/2023

SOCIAL VOCATIONAL SERVICES
1,534.50 0.00 1,534.50
AP
00441626
11/29/2023

SOUTH COAST AQMD

0.00 1,479.77 1,479.77
***
AP
00441629
11/29/2023

SOUTHERN CALIFORNIA EDISON
27,163.69 1,675.55 28,839.24
AP
00441630
11/29/2023

SOUTHERN CALIFORNIA EDISON
3,457.05 0.00 3,457.05
AP
00441631
11/29/2023

SOUTHERN CALIFORNIA NEWS GROUP
4,299.03 0.00 4,299.03
***
AP
00441632
11/29/2023

STANLEY PEST CONTROL
2,360.00 810.00 3,170.00
AP
00441633
11/29/2023

STOTZ EQUIPMENT
1,422.46 0.00 1,422.46
AP
00441634
11/29/2023

SUNRISE FORD
108.68 0.00 108.68
07:00:45
12/11/2023
Current Date:

VLOPEZ - Veronica Lopez
Page:
3 Time:

CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User:

Report:

Agenda Check Register

RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Excluding So Calif Gas Company.

AND

CITY OF RANCHO CUCAMONGA
11/27/2023 through 12/10/2023
Check No.

Check Date
Vendor Name
City Fire Amount
AP
00441635
11/29/2023

SUNRUN INSTALLATION SERVICES INC
299.50 0.00 299.50
AP
00441636
11/29/2023

SYCAMORE VILLA MOBILE HOME PARK
300.00 0.00 300.00
AP
00441637
11/29/2023

TIREHUB LLC
889.66 0.00 889.66
AP
00441638
11/29/2023

TOLL ROADS VIOLATIONS DEPT, THE

7.07 0.00 7.07
AP
00441639
11/29/2023

TOLL ROADS VIOLATIONS DEPT, THE

59.66 0.00 59.66
AP
00441640
11/29/2023

TRUEPOINT SOLUTIONS
1,155.00 0.00 1,155.00
AP
00441641
11/29/2023
U.S. BANK PARS ACCT #6746022500
12,056.72 0.00 12,056.72
AP
00441642
11/29/2023
U.S. BANK PARS ACCT #6746022500
1,144.38 0.00 1,144.38
AP
00441643
11/29/2023
U.S. BANK PARS ACCT #6745033700
6,605.00 0.00 6,605.00
AP
00441644
11/29/2023

UNITED RENTALS NORTH AMERICA INC
1,125.83 0.00 1,125.83
AP
00441645
11/29/2023

UNITY COURIER SERVICE INC
1,468.13 0.00 1,468.13
AP
00441646
11/29/2023
UPS

12.00 0.00 12.00
AP
00441647
11/29/2023

VALINOTTI, MICHAEL
2,500.00 0.00 2,500.00
AP
00441648
11/29/2023

VELOCITY TRUCK CENTERS

47.37 0.00 47.37
AP
00441649
11/29/2023

VERITEXT
1,024.95 0.00 1,024.95
AP
00441650
11/29/2023

VICTOR MEDICAL COMPANY
155.46 0.00 155.46
AP
00441651
11/29/2023

VIRGIN PULSE INC
1,188.00 0.00 1,188.00
AP
00441652
11/29/2023

VISION SERVICE PLAN CA
11,261.67 0.00 11,261.67
AP
00441653
11/29/2023

VULCAN MATERIALS COMPANY
113.10 0.00 113.10
***
AP
00441654
11/29/2023

WALTERS WHOLESALE ELECTRIC CO
2,571.23 68.71 2,639.94
AP
00441655
11/29/2023

WANG, QIAN

59.01 0.00 59.01
***
AP
00441656
11/29/2023

WAXIE SANITARY SUPPLY
709.21 121.07 830.28
AP
00441657
11/29/2023

WEST COAST ARBORISTS INC
40,947.40 0.00 40,947.40
AP
00441658
11/29/2023

WESTRUX INTERNATIONAL INC

0.00 102.95 102.95
AP
00441659
11/29/2023

WHITE CAP LP

0.00 370.54 370.54
AP
00441660
11/29/2023

WILSON & BELL AUTO SERVICE
7,507.79 0.00 7,507.79
AP
00441661
11/29/2023

WINZER CORPORATION

0.00 21.93 21.93
AP
00441662
11/29/2023

YAMADA ENTERPRISES
25,706.89 0.00 25,706.89
AP
00441663
12/06/2023
34TH STREET INC
6,752.78 0.00 6,752.78
AP
00441664
12/06/2023

ABC LOCKSMITHS INC
514.54 0.00 514.54
AP
00441665
12/06/2023
ACTIVE 911 INC

0.00 1,593.93 1,593.93
AP
00441666
12/06/2023

AIR & HOSE SOURCE INC

51.72 0.00 51.72
AP
00441667
12/06/2023

ALLIED UNIVERSAL SECURITY SERVICES
12,761.68 0.00 12,761.68
AP
00441668
12/06/2023

ALPHAGRAPHICS
151.66 0.00 151.66
AP
00441669
12/06/2023

ALTA LOMA ANIMAL HOSPITAL
2,000.00 0.00 2,000.00
AP
00441670
12/06/2023

ALVAREZ, MARIA ELENA
840.00 0.00 840.00
AP
00441671
12/06/2023

AQUABIO ENVIRONMENTAL TECHNOLOGIES INC
1,742.94 0.00 1,742.94
AP
00441672
12/06/2023

BALANTAC, RENZ

13.30 0.00 13.30
AP
00441673
12/06/2023

BAST, KAROLYN
147.00 0.00 147.00
AP
00441674
12/06/2023

BEST OUTDOOR POWER INLAND LLC
164.83 0.00 164.83
AP
00441675
12/06/2023

BON AIR INC
32,300.00 0.00 32,300.00
AP
00441676
12/06/2023

BORDIN SEMMER LLP
4,825.51 0.00 4,825.51
AP
00441677
12/06/2023

BOURLAND, CAROL JEAN
180.00 0.00 180.00
AP
00441678
12/06/2023

BOYD, PRESTON

36.00 0.00 36.00
AP
00441679
12/06/2023

BRIGHTVIEW LANDSCAPE SERVICES INC
4,601.33 0.00 4,601.33
AP
00441680
12/06/2023

C P GENERATOR INC
183.18 0.00 183.18
***
AP
00441681
12/06/2023

C V W D
148.83 347.25 496.08
07:00:45
12/11/2023
Current Date:

VLOPEZ - Veronica Lopez
Page:
4 Time:

CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User:

Report:

Agenda Check Register

RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Excluding So Calif Gas Company.

AND

CITY OF RANCHO CUCAMONGA
11/27/2023 through 12/10/2023
Check No.

Check Date
Vendor Name
City Fire Amount
***
AP
00441687
12/06/2023

C V W D
70,991.45 732.18 71,723.63
AP
00441688
12/06/2023

CALIF CITY MANAGEMENT FOUNDATION
400.00 0.00 400.00
AP
00441689
12/06/2023

CALIF DEPARTMENT OF TRANSPORTATION
12,768.81 0.00 12,768.81
AP
00441690
12/06/2023

CALIFORNIA ACADEMY FOR ECONOMIC DEVELOPMENT
200.00 0.00 200.00
AP
00441691
12/06/2023

CALIFORNIA, STATE OF
100.00 0.00 100.00
AP
00441692
12/06/2023
CalPERS LONG-TERM CARE PROGRAM
221.35 0.00 221.35
AP
00441693
12/06/2023

CAPITOL ENQUIRY
141.16 0.00 141.16
AP
00441694
12/06/2023

CHAMPION AWARDS & SPECIALTIES
258.60 0.00 258.60
AP
00441695
12/06/2023

CHANG, JONATHAN
650.00 0.00 650.00
***
AP
00441696
12/06/2023

CHARTER COMMUNICATIONS
4,415.49 6,168.94 10,584.43
AP
00441697
12/06/2023

CHARTER COMMUNICATIONS
500.00 0.00 500.00
AP
00441698
12/06/2023

CHIEF ELECTRIC INC
12,238.32 0.00 12,238.32
AP
00441699
12/06/2023

CINTAS CORPORATION
2,459.78 0.00 2,459.78
AP
00441700
12/06/2023

CITRUS MOTORS ONTARIO INC
61,808.59 0.00 61,808.59
AP
00441701
12/06/2023

CLARK, KAREN
1,248.00 0.00 1,248.00
AP
00441702
12/06/2023

COAST FITNESS REPAIR SHOP
150.00 0.00 150.00
AP
00441703
12/06/2023

COLLINS & COLLINS LLP
4,505.43 0.00 4,505.43
AP
00441704
12/06/2023

COUNSELING TEAM INTERNATIONAL, THE

0.00 1,425.00 1,425.00
AP
00441705
12/06/2023

COVETRUS NORTH AMERICA
619.52 0.00 619.52
AP
00441706
12/06/2023
CPRS
310.00 0.00 310.00
AP
00441707
12/06/2023

D & K CONCRETE COMPANY
328.42 0.00 328.42
AP
00441708
12/06/2023

DAISYECO INC
192.50 0.00 192.50
AP
00441709
12/06/2023

DANIELS TIRE SERVICE
1,866.44 0.00 1,866.44
AP
00441710
12/06/2023

DELL MARKETING LP
18,188.87 0.00 18,188.87
AP
00441711
12/06/2023

DEPARTMENT OF JUSTICE
1,040.00 0.00 1,040.00
AP
00441712
12/06/2023

DGO AUTO DETAILING
395.00 0.00 395.00
AP
00441713
12/06/2023

DOLLARHIDE, GINGER
453.00 0.00 453.00
AP
00441714
12/06/2023

DUKE-SEXTON, SHEILA
200.73 0.00 200.73
AP
00441715
12/06/2023

DUNN-EDWARDS CORPORATION
1,005.30 0.00 1,005.30
AP
00441716
12/06/2023

ESTRADA, ARACELY
167.42 0.00 167.42
AP
00441717
12/06/2023

EXPRESS BRAKE SUPPLY INC

83.52 0.00 83.52
AP
00441718
12/06/2023

FACTORY MOTOR PARTS

0.00 3,258.07 3,258.07
AP
00441719
12/06/2023

FAVELA, RICHARD
2,300.00 0.00 2,300.00
AP
00441720
12/06/2023

FEDERAL EXPRESS CORP

29.44 0.00 29.44
AP
00441721
12/06/2023

FIALLOS, WILSON
1,020.00 0.00 1,020.00
AP
00441722
12/06/2023

FOSTER, ELAINE
307.03 0.00 307.03
AP
00441723
12/06/2023

FOUR POINTS BY SHERATON
1,730.74 0.00 1,730.74
AP
00441724
12/06/2023

FRONTIER COMM
1,500.00 0.00 1,500.00
***
AP
00441725
12/06/2023

FUEL SERV
2,044.59 3,910.00 5,954.59
AP
00441726
12/06/2023

GIORDANO, MARIANNA

84.00 0.00 84.00
AP
00441727
12/06/2023

GLACKEN, SHANNON

67.48 0.00 67.48
AP
00441728
12/06/2023

GLOBAL MUSIC RIGHTS LLC
2,000.00 0.00 2,000.00
AP
00441729
12/06/2023

GLOBALSTAR USA
180.14 0.00 180.14
***
AP
00441730
12/06/2023

GRAINGER
2,363.37 224.63 2,588.00
AP
00441731
12/06/2023

HAAKER EQUIPMENT COMPANY
301.41 0.00 301.41
AP
00441732
12/06/2023

HERITAGE WELLNESS COLLECTIVE
1,252.00 0.00 1,252.00
AP
00441733
12/06/2023

HILL'S PET NUTRITION SALES INC
1,188.76 0.00 1,188.76
07:00:45
12/11/2023
Current Date:

VLOPEZ - Veronica Lopez
Page:
5 Time:

CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User:

Report:

Agenda Check Register

RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Excluding So Calif Gas Company.

AND

CITY OF RANCHO CUCAMONGA
11/27/2023 through 12/10/2023
Check No.

Check Date
Vendor Name
City Fire Amount
AP
00441734
12/06/2023

HOLLIDAY ROCK CO INC
828.60 0.00 828.60
AP
00441735
12/06/2023

HORN, MELVILLE

18.71 0.00 18.71
AP
00441736
12/06/2023

HOSE-MAN INC

40.59 0.00 40.59
AP
00441737
12/06/2023

HOYT, TIMOTHY

0.00 320.00 320.00
AP
00441738
12/06/2023

HPE CONCRETE INC
500.00 0.00 500.00
AP
00441739
12/06/2023

IDEXX DISTRIBUTION INC
1,204.79 0.00 1,204.79
AP
00441740
12/06/2023

INLAND OVERHEAD DOOR COMPANY

0.00 946.50 946.50
AP
00441741
12/06/2023

INSIGHT PUBLIC SECTOR INC
17,715.32 0.00 17,715.32
AP
00441742
12/06/2023

INTELESYS
256.00 0.00 256.00
AP
00441743
12/06/2023

IPERMIT
230.86 0.00 230.86
AP
00441744
12/06/2023

ITRON INC
10,048.16 0.00 10,048.16
AP
00441745
12/06/2023

J J KELLER & ASSOCIATES INC
1,095.00 0.00 1,095.00
AP
00441746
12/06/2023

JDRS PROPERTY MANAGEMENT

83.25 0.00 83.25
AP
00441747
12/06/2023

KAISER FOUNDATION HEALTH PLAN INC
250,822.71 0.00 250,822.71
AP
00441748
12/06/2023

LEAGUE OF CALIFORNIA CITIES
480.00 0.00 480.00
AP
00441749
12/06/2023

LEAGUE OF CALIFORNIA CITIES
500.00 0.00 500.00
AP
00441750
12/06/2023

LITTLE BEAR PRODUCTIONS
650.00 0.00 650.00
AP
00441751
12/06/2023

LONG, REO ELIZABEHT
600.00 0.00 600.00
AP
00441752
12/06/2023

LOPEZ, RAYMOND
657.51 0.00 657.51
AP
00441753
12/06/2023

MAGELLAN ADVISORS LLC
3,500.00 0.00 3,500.00
AP
00441754
12/06/2023

MARIPOSA LANDSCAPES INC
6,192.57 0.00 6,192.57
AP
00441755
12/06/2023

MCTD HOLDING LLC
168.30 0.00 168.30
AP
00441756
12/06/2023

MEDIWASTE DISPOSAL LLC

40.16 0.00 40.16
AP
00441757
12/06/2023

MIDWEST VETERINARY SUPPLY INC
900.46 0.00 900.46
AP
00441758
12/06/2023

MONTGOMERY HARDWARE CO
903.49 0.00 903.49
AP
00441759
12/06/2023

MR T'S TOWING INC
330.00 0.00 330.00
AP
00441760
12/06/2023

MUSIC LAND
269.50 0.00 269.50
AP
00441761
12/06/2023

MUSIC TREE
1,116.00 0.00 1,116.00
AP
00441762
12/06/2023

MWI ANIMAL HEALTH
184.16 0.00 184.16
AP
00441763
12/06/2023

NEW IMAGE COMMERCIAL FLOORING
35,594.65 0.00 35,594.65
AP
00441764
12/06/2023

NINYO & MOORE

0.00 898.00 898.00
AP
00441765
12/06/2023

OCCUPATIONAL HEALTH CENTERS OF CA
3,618.00 0.00 3,618.00
AP
00441766
12/06/2023

OCCUPATIONAL HEALTH CENTERS OF CA

0.00 17,085.00 17,085.00
***
AP
00441767
12/06/2023

ODP BUSINESS SOLUTIONS LLC
4,481.35 136.74 4,618.09
AP
00441768
12/06/2023

ONTARIO SPAY & NEUTER INC
3,200.00 0.00 3,200.00
AP
00441769
12/06/2023

ONTARIO VETERINARY HOSPITAL
200.00 0.00 200.00
AP
00441770
12/06/2023

OTT, SHARON
1,099.80 0.00 1,099.80
AP
00441771
12/06/2023

PACIFIC PRODUCTS & SERVICES
1,452.69 0.00 1,452.69
AP
00441772
12/06/2023

PACIFIC UTILITY INSTALLATION INC
178,585.39 0.00 178,585.39
AP
00441773
12/06/2023

PATTON SALES CORP

0.00 238.77 238.77
AP
00441774
12/06/2023

PEPE'S TOWING SERVICE
350.00 0.00 350.00
AP
00441775
12/06/2023

PICHETTO, DEBRA
171.00 0.00 171.00
AP
00441776
12/06/2023

POLARIS SALES INC

0.00 32,671.36 32,671.36
AP
00441777
12/06/2023

PROHEALTH PARTNERS INC

0.00 1,350.00 1,350.00
AP
00441778
12/06/2023

PSA PRINT GROUP
155.08 0.00 155.08
AP
00441779
12/06/2023

PUBLIC GROUP OF CA LLC, THE
1,361.63 0.00 1,361.63
AP
00441780
12/06/2023

RANCHO WEST ANIMAL HOSPITAL
700.00 0.00 700.00
07:00:45
12/11/2023
Current Date:

VLOPEZ - Veronica Lopez
Page:
6 Time:

CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User:

Report:

Agenda Check Register

RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Excluding So Calif Gas Company.

AND

CITY OF RANCHO CUCAMONGA
11/27/2023 through 12/10/2023
Check No.

Check Date
Vendor Name
City Fire Amount
AP
00441781
12/06/2023

RHA LANDSCAPE ARCHITECTS-PLANNERS INC
5,485.43 0.00 5,485.43
AP
00441782
12/06/2023
RYDIN
462.47 0.00 462.47
AP
00441783
12/06/2023

SACHIN CHATTA
100.00 0.00 100.00
AP
00441784
12/06/2023

SAFELITE FULFILLMENT INC
618.82 0.00 618.82
***
AP
00441785
12/06/2023

SAFETY-KLEEN SYSTEMS INC
404.18 564.78 968.96
AP
00441786
12/06/2023

SAFEWAY SIGN COMPANY
1,355.47 0.00 1,355.47
AP
00441787
12/06/2023

SAN BERNARDINO CNTY FIRE PROTECTION DIST
465.00 0.00 465.00
AP
00441788
12/06/2023

SAN BERNARDINO COUNTY TRANSPORTATION

0.00 8,091.12 8,091.12
AP
00441789
12/06/2023

SAN DIEGO ICE MACHINES COMPANY
12,750.00 0.00 12,750.00
AP
00441790
12/06/2023

SCOTT MCLEOD PLUMBING INC
23,585.00 0.00 23,585.00
AP
00441791
12/06/2023

SEGAAR, AARON

0.00 324.00 324.00
AP
00441792
12/06/2023

SEQUEL CONTRACTORS INC
488,649.88 0.00 488,649.88
AP
00441793
12/06/2023

SEQUEL CONTRACTORS INC
407,037.71 0.00 407,037.71
AP
00441794
12/06/2023

SEQUEL CONTRACTORS INC
239,245.63 0.00 239,245.63
AP
00441795
12/06/2023

SHEAKLEY PENSION ADMINISTRATION

0.00 190.00 190.00
AP
00441796
12/06/2023

SHEAKLEY PENSION ADMINISTRATION
367.60 0.00 367.60
AP
00441797
12/06/2023

SHRED PROS

0.00 68.00 68.00
AP
00441798
12/06/2023

SIDEPATH INC
2,187.78 0.00 2,187.78
AP
00441799
12/06/2023

SIGURDSON, JADE MICHAEL ANNE
1,080.00 0.00 1,080.00
AP
00441800
12/06/2023

SILVER & WRIGHT LLP
763.20 0.00 763.20
AP
00441801
12/06/2023

SITEONE LANDSCAPE SUPPLY LLC
2,365.92 0.00 2,365.92
AP
00441802
12/06/2023

SMITH PIPE & SUPPLY INC

83.10 0.00 83.10
AP
00441804
12/06/2023

SOUTHERN CALIFORNIA EDISON
11,119.19 0.00 11,119.19
***
AP
00441805
12/06/2023

SOUTHERN CALIFORNIA EDISON
906.65 2,115.53 3,022.18
AP
00441806
12/06/2023

STABILIZER SOLUTIONS INC
1,814.20 0.00 1,814.20
AP
00441807
12/06/2023

STANDARD INSURANCE COMPANY
14,098.46 0.00 14,098.46
AP
00441808
12/06/2023

STANDARD INSURANCE COMPANY
2,712.50 0.00 2,712.50
AP
00441809
12/06/2023

STOTZ EQUIPMENT
874.96 0.00 874.96
AP
00441810
12/06/2023

SUNRUN INSTALLATION SERVICES INC

67.86 0.00 67.86
AP
00441811
12/06/2023

SUPERIOR PAVEMENT MARKINGS INC
608.50 0.00 608.50
AP
00441812
12/06/2023
TECH 24 COMMERCIAL FOODSERVICE REPAIR INC
4,983.34 0.00 4,983.34
AP
00441813
12/06/2023

THOMPSON BUILDING MATERIALS

0.00 92.10 92.10
AP
00441814
12/06/2023

THOMPSON PLUMBING SUPPLY INC
3,842.10 0.00 3,842.10
AP
00441815
12/06/2023

TINT CITY WINDOW TINTING
550.00 0.00 550.00
AP
00441816
12/06/2023

TORO TOWING
550.00 0.00 550.00
AP
00441817
12/06/2023

TRYFYTT

98.00 0.00 98.00
AP
00441818
12/06/2023

TYUS, IDA
960.00 0.00 960.00
AP
00441819
12/06/2023

UNIVERSAL FLEET SUPPLY

0.00 75.40 75.40
AP
00441820
12/06/2023

UPLAND ANIMAL HOSPITAL
500.00 0.00 500.00
AP
00441821
12/06/2023
UPS

30.00 0.00 30.00
AP
00441822
12/06/2023
URBAN3
2,708.00 0.00 2,708.00
AP
00441823
12/06/2023

VAN SCOYOC ASSOCIATES INC
4,000.00 0.00 4,000.00
AP
00441824
12/06/2023

VARGAS, ALFREDO
500.00 0.00 500.00
AP
00441825
12/06/2023

VELOCITY TRUCK CENTERS

54.94 0.00 54.94
AP
00441826
12/06/2023

VERIZON WIRELESS - LA

0.00 4,356.30 4,356.30
AP
00441827
12/06/2023

VICTOR MEDICAL COMPANY
946.89 0.00 946.89
AP
00441828
12/06/2023

VICTORIA ANIMAL HOSPITAL
200.00 0.00 200.00
07:00:45
12/11/2023
Current Date:

VLOPEZ - Veronica Lopez
Page:
7 Time:

CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User:

Report:

Agenda Check Register

RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
Excluding So Calif Gas Company.

AND

CITY OF RANCHO CUCAMONGA
11/27/2023 through 12/10/2023
Check No.

Check Date
Vendor Name
City Fire Amount
AP
00441829
12/06/2023

VULCAN MATERIALS COMPANY
454.44 0.00 454.44
AP
00441830
12/06/2023

WALTERS WHOLESALE ELECTRIC CO
894.17 0.00 894.17
AP
00441831
12/06/2023

WAXIE SANITARY SUPPLY

22.61 0.00 22.61
AP
00441832
12/06/2023
WE INC
750.00 0.00 750.00
AP
00441833
12/06/2023

WEST COAST ARBORISTS INC
3,490.00 0.00 3,490.00
AP
00441834
12/06/2023

WESTERN STATES TRANSMISSIONS
11,486.88 0.00 11,486.88
AP
00441835
12/06/2023

WILBUR-ELLIS COMPANY
1,766.11 0.00 1,766.11
AP
00441836
12/06/2023

WILLDAN GROUP
5,375.00 0.00 5,375.00
AP
00441837
12/06/2023

WILLDAN GROUP
500.00 0.00 500.00
AP
00441838
12/06/2023

XEROX FINANCIAL SERVICES
2,660.13 0.00 2,660.13
AP
00441839
12/06/2023

ZHAO, CHAO

75.72 0.00 75.72
AP
00441840
12/07/2023

DICUS SHERIFF-CORONER, SHANNON D
458.40 0.00 458.40
AP
00441841
12/07/2023

FIRST AMERICAN TITLE INSURANCE CO

0.00 1,200.00 1,200.00
***
AP
00441842
12/07/2023

FRONTIER COMM
2,579.53 545.12 3,124.65
AP
00441843
12/07/2023

GARCIA, MIGUEL ANGEL
700.00 0.00 700.00
***
AP
00441846
12/07/2023

LOWES COMPANIES INC
9,680.87 572.19 10,253.06
AP
00441847
12/07/2023

SAM'S CLUB / SYNCHRONY BANK

46.43 0.00 46.43
$3,993,595.77
$4,784,419.41
$790,823.64
Note:

Grand Total:

Total Fire:

Total City:
*** Check Number includes both City and Fire District expenditures 07:00:45
12/11/2023
Current Date:

VLOPEZ - Veronica Lopez
Page:
8 Time:

CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User:

Report:

DATE:December 20, 2023
TO:Mayor and Members of the City Council
President and Members of the Board of Directors
FROM:John R. Gillison, City Manager
INITIATED BY: Tamara L. Oatman, Finance Director
Veronica Lopez, Accounts Payable Supervisor
SUBJECT: Consideration to Approve City and Fire District Weekly Check Registers for Checks Issued to Southern California Gas Company in the Total Amount of $19,134,82 Dated November 27, 2023, Through December 10, 2023. (CITY/FIRE)
RECOMMENDATION:

Staff recommends City Council/Board of Directors of the Fire Protection District approve payment of demands as presented. Weekly check register amounts are $18,249.28 and $885.54 for the City and the Fire District, respectively.

BACKGROUND:

N/A
ANALYSIS:

N/A
FISCAL IMPACT:

Adequate budgeted funds are available for the payment of demands per the attached listing.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

N/A
ATTACHMENTS:

Attachment 1 - Weekly Check Register

Agenda Check Register

RANCHO CUCAMONGA FIRE PROTECTION DISTRICT
So Calif Gas Company Only.

AND

CITY OF RANCHO CUCAMONGA
11/27/2023 through 12/10/2023
Check No.

Check Date
Vendor Name
City Fire Amount
***
AP
00441623
11/29/2023

SOCAL GAS
6,261.07 288.76 6,549.83
***
AP
00441803
12/06/2023

SOCAL GAS
11,988.21 596.78 12,584.99
$18,249.28
$19,134.82
$885.54
Note:

Grand Total:

Total Fire:

Total City:
*** Check Number includes both City and Fire District expenditures 07:07:58
12/11/2023
Current Date:

VLOPEZ - Veronica Lopez
Page:
1 Time:

CK_AGENDA_REG_PORTRAIT_CONSOLIDATED - CK: Agenda Check Register Portrait Layout User:

Report:

DATE:December 20, 2023
TO:Mayor and Members of the City Council
President and Members of the Board of Directors
FROM:John R. Gillison, City Manager
INITIATED BY: Elisa Cox, Assistant City Manager/Administrative Services Director Tamara L. Oatman, Finance Director
Jason A. Shields, Management Analyst II

SUBJECT: Consideration to Receive and File Current Investment Schedules as of November 30, 2023 for the City of Rancho Cucamonga and the Rancho Cucamonga Fire Protection District. (CITY/FIRE)
RECOMMENDATION:

Staff recommends that the City Council/Board of Directors of the Fire Protection District receive and file the attached current investment schedules for the City of Rancho Cucamonga (City) and the Rancho Cucamonga Fire Protection District (District) as of November 30, 2023.

BACKGROUND:

The attached investment schedules as of November 30, 2023 reflect cash and investments managed by the Finance Department/Revenue Management Division and are in conformity with the requirements of California Government Code Section 53601 and the City of Rancho Cucamonga’s and the Rancho Cucamonga Fire Protection District’s adopted Investment Policies as approved on June 22, 2023.

ANALYSIS:

The City’s and District’s Treasurers are each required to submit a quarterly investment report to the City Council and the Fire Board, respectively, in accordance with California Government Code Section 53646. The quarterly investment report is required to be submitted within 30 days following the end of the quarter covered by the report. However, the City and District Treasurers have each elected to provide this report on a monthly basis.

FISCAL IMPACT:

None.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

The monthly investment schedule supports the City Council’s core value of providing and nurturing a high quality of life for all by demonstrating the active, prudent fiscal management of the City’s investment portfolio to ensure that financial resources are available to support the various services the city provides to all Rancho Cucamonga stakeholders.

ATTACHMENTS:

Attachment 1 - Investment Schedule (City)
Attachment 2 - Investment Schedule (Fire)

Trustee and/or Purchase Maturity Cost
Bond Issue/Description Paying Agent Account Name Trust Account #Fund Investment Date Date* Yield Value CFD 2003-01 Improvement Area 1 (2013) Wells Fargo Reserve Fund 46571801 865 Money Market Fund 9/1/2013 N/A 0.01% 1,434,601.57 $ Agency Project 46571807 864 Money Market Fund 9/1/2013 N/A 0.01% 81,794.80 $ Cultural Center Fund 46571808 864 Money Market Fund 9/1/2013 N/A 0.01% 201,664.33 $ Bond Fund 46571800 864 Money Market Fund 9/1/2013 N/A 0.01% 1,751.88 $ Developer Project 46571806 864 Money Market Fund 9/1/2013 N/A 0.01% 103,113.76 $ Special Tax 46571805 864 Money Market Fund 9/1/2013 N/A 0.01% 32,607.31 $ 1,855,533.65$
CFD 2003-01 Improvement Area 2 (2013) Wells Fargo Bond Fund 46659800 866 Money Market Fund 12/1/2013 N/A 0.01% 324.38 $ Reserve Fund 46659801 867 Money Market Fund 12/1/2013 N/A 0.01% 134,119.25 $ Special Tax Fund 46659805 866 Money Market Fund 12/1/2013 N/A 0.01% 3,128.75 $ 137,572.38$
CFD No 2004-01 Rancho Etiwanda Series Wells Fargo Admin Expense Fund 48436802 Money Market Fund N/A 0.01% - $ Bond Fund 48436800 820 Money Market Fund N/A 0.01% 3,561.65 Reserve Fund 48436801 821 Money Market Fund N/A 0.01% 1,201,039.21 Special Tax Fund 48436807 820 Money Market Fund N/A 29,443.48 Project Fund 48436809 820 Money Market Fund N/A 47,283.45 1,281,327.79$
2014 Rancho Summit Wells Fargo Cost of Issuance Fund 48709906 Money Market Fund N/A - $ Bond Fund 48709900 858 Money Market Fund N/A 796.72
Reserve Fund 48709901 859 Money Market Fund N/A 262,700.15 Sepcial Tax Fund 48709907 858 Money Market Fund N/A 6,210.05 Rebate Fund 48709908 Money Market Fund N/A -
Redemption Fund 48709903 Money Market Fund N/A -
Prepayment Fund 48709904 Money Market Fund N/A -
269,706.92$
CFD No. 2000-01 South Etiwanda Union Bank Rancho Cucamonga 2015 CFD2000-1 AGY 6712140200 7/30/2015 N/A - $ Special Tax Fund 6712140201 852 Money Market Fund 7/30/2015 N/A 278.71 Bond Fund 6712140202 852 Money Market Fund 7/30/2015 N/A 98.64 Prepayment Fund 6712140203 Money Market Fund 7/30/2015 N/A - Reserve Fund 6712140204 853 Money Market Fund 7/30/2015 N/A 0.00% 23,633.26 24,010.61$
CFD No. 2000-02 Rancho Cucamonga Corporate Park Union Bank Rancho Cucamonga 2015 CFD2000-2 AGY 6712140300 Money Market Fund 7/30/2015 N/A -$ Special Tax Fund 6712140301 856 Money Market Fund 7/30/2015 N/A 149.98 $ Bond Fund 6712140302 856 Money Market Fund 7/30/2015 N/A 947.59 $ Prepayment Fund 6712140303 Money Market Fund 7/30/2015 N/A - $ Reserve Fund 6712140304 857 Money Market Fund 7/30/2015 N/A 0.00% 217,010.37 218,107.94$
CFD No. 2001-01 IA 1&2, Series A Union Bank Rancho Cucamonga 2015 CFD2001-1 AGY 6712140400 Money Market Fund 7/30/2015 N/A - $ Special Tax Fund 6712140401 860 Money Market Fund 7/30/2015 N/A 165.58 Bond Fund 6712140402 860 Money Market Fund 7/30/2015 N/A 1,007.31 City of Rancho Cucamonga
Summary of Cash and Investments with Fiscal Agents
For the Month Ended
11/30/2023
I:\FINANCE\SALINA\Fiscal Agent Stmts\FY 2023-24\_Fiscal Agent Statements Workbook 23-24.xlsx Summary Report Page 1
Trustee and/or Purchase Maturity Cost
Bond Issue/Description Paying Agent Account Name Trust Account #Fund Investment Date Date* Yield Value City of Rancho Cucamonga
Summary of Cash and Investments with Fiscal Agents
For the Month Ended
11/30/2023
Prepayment Fund 6712140403 Money Market Fund 7/30/2015 N/A - Reserve Fund 6712140404 861 Money Market Fund 7/30/2015 N/A 0.00% 315,322.87 316,495.76$
CFD No. 2001-01 IA3, Series B Union Bank Rancho Cucamonga 2015 CFD2001-1 AGY 6712140500 Money Market Fund 7/30/2015 N/A - $ Special Tax Fund 6712140501 862 Money Market Fund 7/30/2015 N/A 16.10 Bond Fund 6712140502 862 Money Market Fund 7/30/2015 N/A 97.92 Prepayment Fund 6712140503 Money Market Fund 7/30/2015 N/A - Reserve Fund 6712140504 863 Money Market Fund 7/30/2015 N/A 0.00% 30,614.41 30,728.43$
CFD No. 2006-01 Vintner's Grove Union Bank Rancho Cucamonga 2015 CFD2006-1 AGY 6712140600 Money Market Fund 7/30/2015 N/A - $ Special Tax Fund 6712140601 869 Money Market Fund 7/30/2015 N/A 64.63 Bond Fund 6712140602 869 Money Market Fund 7/30/2015 N/A 386.32 Prepayment Fund 6712140603 Money Market Fund 7/30/2015 N/A - Reserve Fund 6712140604 870 Money Market Fund 7/30/2015 N/A 0.00% 134,344.07 134,795.02$
CFD No. 2006-02 Amador on Rt. 66 Union Bank Rancho Cucamonga 2015 CFD2006-2 AGY 6712140700 Money Market Fund 7/30/2015 N/A - $ Special Tax Fund 6712140701 871 Money Market Fund 7/30/2015 N/A 39.54 Bond Fund 6712140702 871 Money Market Fund 7/30/2015 N/A 236.90 Prepayment Fund 6712140703 Money Market Fund 7/30/2015 N/A - Reserve Fund 6712140704 872 Money Market Fund 7/30/2015 N/A 0.00% 81,320.82 81,597.26$
TOTAL CASH AND INVESTMENTS WITH FISCAL AGENTS 4,349,875.76$ * Note: These investments are money market accounts which have no stated maturity date as they may be liquidated upon demand.

I:\FINANCE\SALINA\Fiscal Agent Stmts\FY 2023-24\_Fiscal Agent Statements Workbook 23-24.xlsx Summary Report Page 2

DATE:December 20, 2023
TO:Mayor and Members of the City Council
President and Members of the Board of Directors
FROM:John R. Gillison, City Manager
INITIATED BY: Julie A. Sowles, Deputy City Manager of Civic and Cultural Services Linda A. Troyan, MMC, City Clerk Services Director
SUBJECT: Consideration to Cancel and Reschedule the February 7, 2024 Regular Meetings of the Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority, and City Council to February 6, 2024. (CITY/FIRE)
RECOMMENDATION:

Staff recommends the City Council cancel and reschedule the February 7, 2024, Regular Meetings of the Fire Protection District, Housing Successor Agency, Successor Agency, Public Finance Authority, and City Council to February 6, 2024.

BACKGROUND:

The City Council sits as the Fire Board, Housing Successor Agency, Successor Agency, and Public Finance Authority. Regular Meetings of the City Council are held on the first and third Wednesday of the month.

ANALYSIS:

Due to a League of California Cities event, staff recommends the City Council cancel and reschedule the February 7, 2024, Regular Meetings to February 6, 2024.

The City Clerk Services Department will provide the appropriate legal notification of the change.

FISCAL IMPACT:

Not applicable.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

This item maintains organizational efficiency and planning to help advance the quality of life for the community through inclusive decision making.

ATTACHMENTS:

No attachments.

DATE:December 20, 2023
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Matt Marquez, Planning and Economic Development Director Flavio Nunez, Management Analyst II
SUBJECT: Consideration To Approve the Housing Successor Fiscal Year 2022-2023 Annual Report (Housing Successor Agency). (CITY)
RECOMMENDATION:

Staff recommends that the Housing Successor Agency approve the Annual Report for Fiscal Year 2022/2023, authorize staff to make administrative changes to the Annual Report upon completion of the CAFR, and authorize the transmittal of the Annual Report to the appropriate State agencies.

BACKGROUND:

After February 1, 2012, all assets, properties and contracts of the former Rancho Cucamonga Redevelopment Agency (former Agency) were transferred, by operation of law to the Successor Agency to the Rancho Cucamonga Redevelopment Agency (Successor Agency). Pursuant to the Dissolution Law, the City Council elected to retain and assume all housing assets and functions. On October 13, 2013, the Governor signed into law Senate Bill 341 (SB341), which amended provisions of the Dissolution Law, relating to housing successors. SB341 amended the former housing annual report requirement due to both the State Controller and the Department of Housing and Community Development while Redevelopment Agencies were active and established affordable housing requirements to be performed by housing successors effective January 1, 2014. As of dissolution, housing successors now maintain and deposit funds into a Low-and-Moderate Income Housing Assets Fund (LMIHAF), subject to the requirements of the Dissolution Law, as amended by SB 341. Under SB 341, housing successors have an annual auditing and reporting obligation to be completed every fiscal year starting with FY 2013-2014.

ANALYSIS:

Pursuant to SB 341 a Housing Successor Agency is required to file an Annual Report of its activities within six months of the Agency’s fiscal year end. This report is required to contain the following information:

1. The amount deposited to the Low Moderate Income Housing Asset Fund (LMIHAF), distinguishing and amounts deposited for items listed on the Recognized Obligation Payment Schedule (ROPS).

2. A statement of the balance in the LMIHAF as the close of the fiscal year, distinguishing any amounts held for items listed on the ROPS.

Page 2 ends

2 1
7 7

3. A description of expenditures from the LMIHAF by category, including, but not limited to, expenditures for (a) monitoring and preserving the long-term affordability of units subject to affordability restrictions or covenants and administrative expenses; (b) homeless prevention and rapid re-housing services; and (c) development of affordable housing.

4. The statutory value of real property owned by the housing successor, the value of loans and grants receivable, and the sum of these two amounts.

5. A description of any transfers of LMIHAF funds made to another housing successor in the previous fiscal year.

6. A description of any project for which the Housing Successor receives or holds property tax revenue pursuant to the ROPS and the status of that project.

7. Status update on compliance with Section 33334.16 for property acquired by the former redevelopment agency prior to February 1, 2012, and a status update for interests in property acquired on or after February 1, 2012.

8. A description of any outstanding obligation pursuant to Section 33413. This section provides a description of any outstanding replacement housing obligation that remained to be transfer to the Housing Successor Agency on February 1, 2012, and the Housing Successor Agency’s plans to meet the unmet obligations.

9. Housing Successor mush determine the percentage of housing for seniors and person of all ages within the previous 10-years. Senior housing units may not exceed 50% of the total units restricted.

10. The amount of unencumbered funds that exceed the greater of one million dollars ($1,000,000) or the aggregate amount deposited into the account during the Housing Successor Agency’s preceding four fiscal years, whichever is greater.

The Annual Report for Fiscal Year 2022/23 is being transmitted to the Housing Successor Agency in accordance with the applicable legislation and contains all the required information as outlined above. Following the approval by the Housing Successor, the report will be sent to the appropriate State agencies for review.

FISCAL IMPACT:

There is no fiscal impact to the City’s General Fund associated with the submission of the Annual Report. However, failure to submit the report could lead to State sanctions and preventing the Housing Successor Agency’s funds from being encumbered or expended.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

While approval of the Annual Report is not a specific goal of the City Council, this action is required by the State of California Housing and Community Development Department to continue operations of the Housing Successor Agency which meets the Council’s core values of promoting and enhancing a safe and healthy community for all.

ATTACHMENTS:

Attachment 1 – Draft 2022-2023 Housing Successor Agency Annual Report D
RAFT

FISCAL YEAR
2022/2023

HOUSING SUCCESSOR AGENCY ANNUAL REPORT
Day Creek Villas Senior Affordable Housing – Rancho Cucamonga Attachment 1
HOUSING SUCCESSOR ANNUAL REPORT – 2022/2023
1 | Page

1.) The amount deposited to the Low - and Moderate -Income Housing Asset Fund (LMIHAF), distinguishing any amounts deposited for items listed on the Recognized Obligation payment Schedule (ROPS).

There was a total of $ 510,151 deposited into the LMIHAF during Fiscal Year 202 2/2023.

The deposits primarily consisted of land value held for resale, residual receipt loan payments of multi-family housing financed by the former Redevelopment Agency, and loan payments of first-time homebuyer loans.

2.) A statement of the balance in the LMIHAF as the close of the fiscal year, distinguishing any amounts held for items listed on the ROPS.

As of the close of Fiscal Year 2022/2023 the LMIHAF ended with a balance of $75,025.00.

3.) A description of expenditures from the LMIHAF by category, including, but not limited to, expenditures for (a) monitoring and preserving the long -term affordability of units subject to affordability restrictions or covenants and administrative expenses; (b) homeless prevention and rapid re-housing services; and (c) development of affordable housing.

ACTIVITY EXPENDITURE

Administrative Costs

$200,000

Homeless Prevention

$28,716.00

Affordable Housing Development

$0.00

4.) The statutory value of real property owned by the Housing Successor, the value of loans and grants receivable, and the sum of these two amounts.

LOAN NAME/DESCRIPTION/PROPERTY

ENDING BALANCE

FAIR VALUE OF LAND

SECURED BY LOAN

NHDC (San Sevaine Villas)

$ 45,567,136

N/A

HB Housing Partners (Sunset Heights)

$ 13,306,896

N/A

Villa Pacifica II

$ 10,093,378

N/A

LINC-Pepperwood

$ 28,690,050

N/A
HOUSING SUCCESSOR ANNUAL REPORT – 2022/2023
2 | Page

Rancho Verde Village East

$ 7,936,311

N/A

Heritage Pointe

$ 3,385,452

N/A

Olen Jones

$ 4,580,082

N/A

Villa Del Norte

$ 10,761,686

N/A

Villaggio on Route 66

$ 34,957,322

N/A

First-Time Homebuyer Program

$ 2,735,808

N/A

Day Creek Villas LP

$ 5,542,384

N/A

Day Creek Villas 2 LP

$ 9,347,505

N/A

Total $ 176,904,010

5.) A description of any transfers of LMIHAF funds made to another Housing Successor in the previous fiscal year.

There have been no transfers of LMIHAF funds to any other Housing Successor in the previous fiscal year.

6.) A description of any project for which the housing successor receives or holds property tax revenue pursuant to the ROPS and the status of that project.

There are no projects which the Housing Successor receives or holds property tax revenue pursuant to the ROPS.

7.) For interests in real property acquired by the former agency prior to February 1, 2012, a status update on compliance with Section 33334.16. For interest in real property acquired by the Housing Successor on or after February 1, 2012, a status update on the project.

In July 2014 the Housing Successor Agency acquired a 2.5 -acre property for the purpose of constructing a 60 -unit senior affordable rental housing complex. The project affordability agreement provides for 59 of the 60 1-and 2-bedroom units to be restricted to income eligible seniors. Construction of the project has been completed and a grand opening was held in May 2018.

HOUSING SUCCESSOR ANNUAL REPORT – 2022/2023
3 | Page

Additionally, in 2019 the Agency acquired a 4.01 -acre property for the construction of a 140-unit senior affordable rental housing complex. As of the date of this report the project was completed in October of 2020. The project offers 1 -and 2-bedroom units to qualified seniors.

8.) A description of any outstanding obligation pursuant to Section 33413 that remained to transfer to the housing successor on February 1, 2012, the Housing Successor’s progress in meeting these obligations, and the Housing Successor’s plans to meet unmet obligations.

There is no outstanding obligation that had been transferred to the Housing Successor Agency on February 1, 2012.

9.) Housing Successor must determine the % of housing for seniors and persons of all ages within the previous 10-years. Senior housing units may not exceed 50% of the total units restricted.

The Housing Successor is to calculate the percentage of units of deed -restricted rental housing to seniors assisted by the Housing Successor to the former redevelopment agency and/or the City within the previous 10 years in relation to the aggregate number of units of deed restricted rental housing assisted by the Housing Successor to the former redevelopment agency and/or City within the same time period. If this percentage exceeds 50%, then the Housing Successor cannot expend future funds in the LMIHAF to assist additional senior housing units until the Housing Success or or City provides assistance on a number of restricted rental units that is equal to 50% of the total amount of deed-restricted rental units.

The following provides the Housing Successor’s Senior Housing Test for the 10-year period of 2011-2021.

Senior Housing Test 10 Year Test
Number of Assisted Senior Rental Units 199
Number of Total Assisted Rental Units 558
Senior Housing Percentage 36%

HOUSING SUCCESSOR ANNUAL REPORT – 2022/2023
4 | Page

Previous Affordable Housing Accomplishments Prior to 2011

PROJECT TYPE # OF UNITS
Las Casitas Family 14

Rancho Verde

Family

104

Rancho Verde East

Family

40 Monterey Village

Family

110

San Sevaine Villas

Family

225

Sycamore Springs

Family

96 Sunset Heights

Family

116

Villa Pacifica

Senior

158

Heritage Pointe

Senior

48 Olen Jones

Senior

96 Total

1,007

10.) The amount of excess surplus, the amount of time the Housing Successor has had excess surplus, and the Housing Successor’s plan for eliminating the excess surplus.

At the start of this reporting Fiscal Year the Housing Successor Agency opened with an no excess surplus. The Housing Successor has ended this reporting Fiscal Year with a balance of $75,025.00 of unobligated funds.

HOUSING SUCCESSOR ANNUAL REPORT – 2022/2023
5 | Page

RANCHO CUCAMONGA HOUSING SUCCESSOR

FINANCIAL STATEMENTS REPORT
JUNE 30, 2023

REPORT ATTACHED

[INTENTIONALLY LEFT BLANK]

RANCHO CUCAMONGA HOUSING SUCCESSOR

RANCHO CUCAMONGA, CALIFORNIA
FOR THE YEAR ENDED JUNE 30, 2023 FINANCIAL STATEMENTS

RANCHO CUCAMONGA HOUSING SUCCESSOR AGENCY

RANCHO CUCAMONGA, CALIFORNIA

Financial Statements

June 30, 2023

RANCHO CUCAMONGA HOUSING SUCCESSOR AGENCY

RANCHO CUCAMONGA, CALIFORNIA

Financial Statements

June 30, 2023

Table of Contents

Page
Number

Independent Auditors’ Report ..................................................................................................................................... 1

Independent Auditors’ Report on Compliance with Applicable Requirements and on Internal Control over Compliance ...................................................................................................... 4

Basic Financial Statements

Government-Wide Financial Statements:

Statement of Net Position .............................................................................................................................. 7

Statement of Activities ................................................................................................................................... 8

Fund Financial Statements:

Balance Sheet - Governmental Funds .......................................................................................................... 9

Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position .................................................................................................................. 10

Statement of Revenues, Expenditures and Changes in Fund Balances - Governmental Funds ................................................................................................................. 11

Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the
Statement of Activities ................................................................................................................................. 13

Notes to Financial Statements ........................................................................................................................... 11

Required Supplementary Information

Budgetary Comparison Schedule ...................................................................................................................... 20

Other Information

Computation of Low- and Moderate-Income Housing Fund Excess/Surplus .................................................... 21

1611 E. Fourth Street, Suite 200
Santa Ana, CA 92701
(714) 569-1000
203 N. Brea Blvd, Suite 203
Brea, CA 92821
(714) 672-0022
21 Waterway Avenue, Suite 30089
The Woodlands, TX 77380
(936) 828-4587
2151 River Plaza Dr., Suite 150
Sacramento, CA 95833
(916) 503-9691
24422 Avenida de la Carlota, Suite 275
Laguna Hills, CA 92653
(949) 829-8299
www.lslcpas.com

INDEPENDENT AUDITORS’ REPORT

To the Honorable Mayor and Members of the City Council
Rancho Cucamonga Housing Successor
City of Rancho Cucamonga, California

Report on the Audit of the Financial Statements

Opinions

We have audited the accompanying financial statements of the governmental activities and the governmental fund information of the Housing Successor (the “Housing Successor”), a special revenue fund of the City of Rancho Cucamonga, California (the City),
as of and for the year ended June 30, 2023, and the related notes to the financial statements, which collectively comprise the Housing Successor’s basic financial statements as listed in the table of contents.

In our opinion, the financial st atements referred to above pres ent fairly, in all material respects, the respective financial position of the governmental activities and the governmental fund information of the Housing Successor, as of June 30, 2023, and the respective changes in financial po sition for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinions

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards , issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial State ments section of our report. We are required to be independent of the City and to meet our other ethical responsib ilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Emphasis of Matter

Fund Financial Statements

As discussed in Note 1, the financial statements of the Housing Successor are intended to present the financial position and the changes in financial position of only that portion of the governmental activities and the governmental fund information of the Housing Successor that is attributable to the transactions of the Housing Successor. They do not purport to, and do not, present fairly the financial pos ition of the City of Rancho Cucamonga, as of June 30, 2023 and the changes in its financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

To the Honorable Mayor and Members of the City Council
Rancho Cucamonga Housing Successor
City of Rancho Cucamonga, California

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Housing Successor’s ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to is sue an auditor’s report that includes our opinions.

Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted a uditing standards and Government Auditing Standards will always detect a material m isstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted au diting standards and Government Auditing Standards, we:

 Exercise professional judgment and maintain professional skept icism throughout the audit.

 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 Obtain an understanding of internal control relevant to the au dit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed.

 Evaluate the appropriateness of accounting policies used and t he reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Housing Successor’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Required Supplementary Information

Accounting principles generally accepted in the United States o f America require that the Budgetary Comparison Schedule, as listed on the table of contents, presented to supp lement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operat ional, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assuran ce on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. 2 To the Honorable Mayor and Members of the City Council Rancho Cucamonga Housing Successor
City of Rancho Cucamonga, California

Management has omitted the management’s discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supp lement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinions on the basic financial statements are not affected by this missing information.

Supplementary Information

Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Housing Successor’s basic fi nancial statements. The Computa tion of the Housing Successor Excess/Surplus schedule (supplementary information) is presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management a nd is derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconcil ing such information directly to the underlying accounting and other records used to prepare the basic financia l statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the basic financial statements as a whole.

Other Reporting Required by Government Auditing Standards

In accordance with Government Auditing Standards, we have also issued our report dated December 12, 2023, on our consideration of the Housing Successor’s internal control over the Housing Successor’s financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Housing Successor’s internal control over the Housing Successor’s financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Housing Successor’s internal control over the Housing Successor’s financial reporting and compliance.

Brea, California
December 12, 2023
3 1611 E. Fourth Street, Suite 200
Santa Ana, CA 92701
(714) 569-1000
203 N. Brea Blvd, Suite 203
Brea, CA 92821
(714) 672-0022
21 Waterway Avenue, Suite 30089
The Woodlands, TX 77380
(936) 828-4587
2151 River Plaza Dr., Suite 150
Sacramento, CA 95833
(916) 503-9691
24422 Avenida de la Carlota, Suite 275
Laguna Hills, CA 92653
(949) 829-8299
www.lslcpas.com

INDEPENDENT AUDITORS’ REPORT ON COMPLIANCE WITH APPLICABLE

REQUIREMENTAND ON INTERNAL CONTROL OVER COMPLIANCE

To the Honorable Mayor and Members of the City Council
Rancho Cucamonga Housing Successor
City of Rancho Cucamonga, California

Report on Compliance

Opinion

We have audited the Rancho Cucamonga Housing Successor, California (the “Housing Successor”)’s compliance with the types of compliance requirements identified as subject to audit in the California Health and Safety Code sections applicable to California Housing Successor Agencies (the “HSC”) for the year ended June 30, 2023.

In our opinion, the Housing Successor complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on the Housing Successor’s compliance with the HSC for the year ended June 30, 2023.

Basis for Opinion

We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of the HSC. Our responsibilities under those standards and the HSC are further described in the Audito r’s Responsibilities for the Audit of Compliance section of our report.

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

Responsibilities of Management for Compliance

Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control o ver compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to the Program.

Auditor’s Responsibilities for the Audit of Compliance

Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud o r error, and express an opinion on the Housing Successor’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards, Government Auditing Standards, and the HSC will always detect material noncompliance when it exists. 4 To the Honorable Mayor and Members of the City Council Rancho Cucamonga Housing Successor
City of Rancho Cucamonga, California

The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, mi srepresentations, or the override of internal control.

Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the Housing Successor’s compliance with the requirements the HSC as a whole.

In performing an audit in accordance with generally accepted auditing standards, Government Auditing Standards, and the HSC, we:

 Exercise professional judgment and maintain professional skept icism throughout the audit.

 Identify and assess the risks of material noncompliance, wheth er due to fraud or error, and design and perform audit procedures responsive to th ose risks. Such procedures inc lude examining, on a test basis, evidence regarding the Housing Successor’s compliance with the complianc e requirements referred to above and performing such other procedures as we considered necessary in the circumstances.

 Obtain an understanding of the Housing Successor’s internal co ntrol over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the HSC, but not for the purpose of expressing an opinion on the effectiveness of the Housing Successor’s internal control over compliance. Accordingly, no such opinion is expressed.

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

Report on Internal Control over Compliance

A deficiency in internal control over compliance exists when the design or operation of a control over complian ce does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of the HSC on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of the HSC will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal contro l over compliance is a deficiency, or a combination of deficiencies, in internal c o n t r o l o v e r compliance with a type of compliance requirement of the HSC tha t is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.

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

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

5 To the Honorable Mayor and Members of the City Council Rancho Cucamonga Housing Successor
City of Rancho Cucamonga, California

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

Brea, California
December 12, 2023
6 Statement of Net Position
Governmental
Activities
ASSETS
Cash and investments 2,717,128$
Receivables (net of uncollectibles):

Accrued interest 12,935
Notes and loans 176,904,010
Prepaid costs 2,393
Total assets 179,636,466

NET POSITION
Restricted:

Community development 179,636,466
Total net position 179,636,466$
June 30, 2023

RANCHO CUCAMONGA HOUSING SUCCESSOR AGENCY
See accompanying notes to financial statements.
7 RANCHO CUCAMONGA HOUSING SUCCESSOR AGENCY
Statement of Activities
For the Year Ended June 30, 2023
Operating Capital
Charges for Contributions Contributions Governmental
Expenses Services and Grants and Grants Activities
Functions/Programs:

Primary government:

Governmental activities:

Community development 378,716$ -$ -$ -$ (378,716)$ Total governmental activities 378,716$ -$ -$ -$ (378,716) General revenues:

Use of money and property 2,951,005
Other 312,087
Total general revenues and transfers 3,263,092
Change in net position 2,884,376
Net position-beginning 176,752,090
Net position-ending 179,636,466$
Program Revenues
Net (Expenses)
Revenues and
Changes in Net
Position
See accopanying notes to financial statements.
8 RANCHO CUCAMONGA HOUSING SUCCESSOR AGENCY
Balance Sheet
June 30, 2023
ASSETS
Cash and investments 2,717,128$
Receivables (net of allowance for uncollectible):

Accrued interest 12,935
Notes and loans 176,904,010
Prepaid costs 2,393
Total assets 179,636,466$

DEFERRED INFLOWS OF RESOURCES
Unavailable revenues 39,831,135$
Total deferred inflows of resources 39,831,135

FUND BALANCES
Nonspendable
Prepaid costs 2,393
Restricted
Community development projects 139,802,938
Total fund balances (deficits) 139,805,331
Total deferred inflows of resources,
and fund balances 179,636,466$
Housing
Successor Agency
See accompanying notes to financial statements.
9 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position
June 30, 2023
Amounts reported for governmental activities in the Statement of Net Position are different because:

Total fund balances - governmental funds 139,805,331$
Long-term receivables 39,831,135
Net position of governmental activities 179,636,466$

RANCHO CUCAMONGA HOUSING SUCCESSOR AGENCY
Other long-term assets that are not available to pay for current period expenditures and, therefore, are either labeled unavailable or not reported in the funds.

See accompanying notes to financial statements.
10 RANCHO CUCAMONGA HOUSING SUCCESSOR AGENCY
Statement of Revenues, Expenditures, and Changes in Fund Balances For the Year Ended June 30, 2023

REVENUES
Use of money and property 198,064$
Miscellaneous 312,087
Total revenues 510,151

EXPENDITURES
Current:

Community development 378,716
Total expenditures 378,716
Excess of revenues
over (under) expenditures 131,435
Net change in fund balances 131,435
Fund balances - beginning 139,673,896
Fund balances - ending 139,805,331$
Housing
Successor Agency
See accompanying notes to financial statements.
11 Reconciliation of the Statement of Revenues, Expenses and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2023
Amounts reported for governmental activities in the Statement of Activities are different because:

Net change in fund balances - total governmental funds: 131,435$ Earned but unavailable other revenues 2,752,941
Change in net position of governmental activities 2,884,376$

RANCHO CUCAMONGA HOUSING SUCCESSOR AGENCY
Revenues in the Statement of Activities that do not provide current financial resources are not reported as revenues in the funds.

See accompanying notes to financial statements
12 RANCHO CUCAMONGA HOUSING SUCCESSOR
Notes to the Financial Statements
June 30, 2023

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Financial Reporting Entity

The Rancho Cucamonga Redevelopment Agency (the Agency) was acti vated pursuant to the State of California Health and Safety Code, Section 33000 et seq., entitled Communi ty Redevelopment Law (CRL). Sections 33334.2 and 33334.3 require the Agency to use not less than 20 percent of taxes allocated to the Agency pursuant to Section 33670 of the CRL for the purpose of increas ing, improving, and preserving the community's supply of low and moderate income housing (“Low and Moderate In come Housing Fund”). The Agency has continuously utilized it s Low and Moderate In come Housing Fund for the purpose of increasing, improving and preserving the community's supply of low and moderate income housing available at affordable housing cost.

On December 29, 2011, the California Supreme Court upheld Assembly Bill 1X 26 (“the Bill”) that provides for the dissolution of all redevelopment agencies in the State of Calif ornia. The Bill provides t hat upon dissolution of a redevelopment agency, either the City or another unit of local government will agree to se rve as the “successor agency” to hold the assets until they are distributed to other units of state and local government.

The Rancho Cucamonga Housing Successor Agency Fund (Housing Successor) was established pursuant to the California Housing Authority Law codified under the State of Ca lifornia Health and Safety Code, Section 34200 et seq. The restricted resources and assets from the former Rancho Cucamonga Redevelopment Agency’s low and moderate income housing fund were transferred to the City’s Hou sing Successor Agency Fund. The Housing Successor accounts for the assets of the former Redevelopment A gency’s Low and Moderate Income Housing Fund. The source of revenue in the fund is primarily from repay ment of Low and Moderate Income notes and loans receivable, and interest received from the notes and loans receivable

B. Basis of Presentation

The Housing Successor’s financial statements are prepared in co nformity with accounting principles generally accepted in the United States o f America. The Government Accoun ting Standards Board is the acknowledged standard setting body for establishing accounting and financial reporting standards followed by governmental entities in the United States of America.

The government-wide financial st atements (i.e., the statement o f net position and the statement of activities) report information on all of the nonfiduciary activities of the Housing Successor. Eliminations have been made to minimize the double counting of internal activities. For the most part, the effect of interfund activity has been removed from these statements.

The statement of activities demonstrates the degree to which the direct expenses of a given function or segments are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include: 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services or privileges provided by a given function or segment, and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues.

While separate government-wide and fund financial statements are presented, they are interrelated.

C. Measurement Focus, Basis of Accounting and Financial Stateme nt Presentation

The government-wide financial stat ements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the ti ming of related cash flows. Pr operty taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recogni zed as revenue as soon as all eligibility requirements imposed by the provider have been met.
13 RANCHO CUCAMONGA HOUSING SUCCESSOR
Notes to the Financial Statements
June 30, 2023

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Governmental fund financial statements are reported using the c urrent financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they ar e collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting.

D. Assets, Liabilities a nd Net Position or Equity

Cash and Investments

All cash and investments, except those that are held by fiscal agents or through a trust, are held in a City pool.

These pooled funds are available upon demand and therefore are considered cash and cash equivalents for purposes of the statement of cash flows. Investments held by fi scal agents with an original maturity of three months or less are also considered cash equivalents and are sho wn as restricted assets for financial statement presentation purposes. Investments for the City, as well as for its component units, are reported at fair value.

Receivables and Payables

Activity between funds that are representative of lending/borrowing arrangements outstanding at the end of the fiscal year are referred to as either "due to/from other funds" (i.e., the current portion of interfund loans) or "advances to/from other funds" (i.e., the non-current portion o f interfund loans). All other outstanding balances between funds are reported as "due to/from other funds." Any re sidual balances outstanding between the governmental activities and business-type activities are report ed in the government-wide financial statements as "internal balances."

All trade receivables are shown net of allowance for uncollectibles.

Deferred Outflows/Inflows of Resources

In addition to assets, the statement of net position will somet imes report a separate section for deferred outflows of resources. This separate financial statement element, deferr ed outflows of resources, represents a consumption of net assets that applies to future periods and so will not be recognized as an outflow of resources (expense/expenditure) until then. The government reports deferr ed outflows of resources related to certain changes arising from net pension liability, net pension asset, and net OPEB asset.

In addition to liabilities, the statement of net position will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferr ed inflows of resources, represents an acquisition of net assets that applies to a future period(s) and so will no t be recognized as an inflow of resources (revenue) until that time. The government has several items that qualify for reporting in this category:

Unavailable revenue is reported only in the governmental funds balance sheet. The governmental funds report unavailable revenues for revenues that are measurable but not c ollected within 60 days of the end of the current fiscal period. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available.

Fund Balance

Fund balance is essentially the difference between the assets, liabilities, and deferred inflows reported in a governmental fund. There are five separate components of fund b alance, each of which identifies the extent to which the City is bound to honor constraints on the specific purposes for which amounts can be spent. 14 RANCHO CUCAMONGA HOUSING SUCCESSOR
Notes to the Financial Statements
June 30, 2023

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Non-spendable fund balance (inherently non-spendable)

 Restricted fund balance (externally enforceable limitations on use)

 Committed fund balance (self-imposed limitations on use)

 Assigned fund balance (limitation resulting from intended use)

 Unassigned fund balance (residual net resources)

The City Council, as the City's highest level of decision-making authority, may commit fund balance for specific purposes pursuant to constraints imposed by the adoption of a r esolution. These committed amounts cannot be used for any other purpose unless the City Council removes or c hanges the specified use through the same type of formal action taken to establish the commitment. City Counci l action to commit fund balance needs to occur within the fiscal reporting period; however, the amount can be determined subsequently.

Fund Balance Flow Assumptions

Sometimes the government will fund outlays for a particular purpose from both restricted and unrestricted resources (the total of commi tted, assigned, and unassigned fun d balance). In order to calculate the amounts to report as restricted, committed, assigned, and unassigned fund balance in the governmental fund financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. The City considers restricted fund balance to have been spent first when an expenditure is incurred for purposes for which both restricted and unrestricted fund balance is available. Similarly, when an expenditure is incurred for purposes for which amounts in any of the unrestricted classifications of fund balance could be used, the City considers committed amounts to be reduced first, followed by assigned amounts and then unassigned amounts.

Net Position

In the governmental-wide financial statements and proprietary f und financial statements, net position is classified as follows:

 Net Investment in Capital Asse ts – This amount consists of capital assets net of accumulated depreciation and reduced by outstanding debt attributed to the acquisition, construction, or improvement of the assets.

 Restricted Net Position – This amount is restricted by externa l creditors, grantors, c ontributors, or laws or regulations of other governments.

 Unrestricted Net Position – This amount is all net position th at does not meet the definition of “net investment in capital assets” or “restricted net position.”

Net Position Flow Assumption

Sometimes the government will fund outlays for a particular purpose from both restricted (e.g., restricted bond or grant proceeds) and unrestricted resources. In order to calcula te the amounts to report as restricted and unrestricted net position in the government-wide and proprietar y fund financial statements, a flow assumption must be made about the order in which the resources are conside red to be applied. It is the government’s policy to consider restricted – net position to have been depleted before unrestricted – net position is applied.

15 RANCHO CUCAMONGA HOUSING SUCCESSOR
Notes to the Financial Statements
June 30, 2023

NOTE 2: CASH AND CASH EQUIVALENTS

As of June 30, 2023, cash and investments were reported in the accompanying financial statements as follows:

Cash and Investments $2,717,128

The Housing Successor’s fund is pooled with the City of Rancho Cucamonga’s cash and investments in order to generate optimum interest income. The pooled interest earned is allocated quarterly based on the month end cash balances. The City values its cash and investments in acco rdance with the provisions of Governmental Accounting Standards Board S tatement No. 72 (GASB 72), Fair Value Measurement and Application , which requires governmental entities to use valuation techniques that are appropriate under the circumstances and for which sufficient data are available to measure fair value. City wide information concerning cash and investments for the year ended June 30, 2023, including authorized investme nts, custodial credit risk, credit risk, interest rate risk, concentration of investments, and carrying amount and market value of deposits and investments is available in the annual financial report of the City.

NOTE 3: NOTES AND LOANS RECEIVABLE

Governmental Activities
NHDC (San Sevaine) 45,282,652$ 404,577$ (120,093)$ 45,567,136$ LINC-Pepperwood Housing Investors, LP 28,257,288 432,762 - 28,690,050 HB Housing Partners, L.P. 13,143,008 200,219 (36,331) 13,306,896 SCHDC (Rancho Verde) 7,844,805 97,499 (5,993) 7,936,311 SCHDC (Heritage Pointe Senior Apartments) 3,163,882 221,570 - 3,385,452 Rancho Workforce Housing, L.P. 34,142,678 814,644 - 34,957,322 North Town Housing Partners (Villa Del Norte) 10,583,811 177,875 - 10,761,686 NHDC (Olen Jones Senior Apartments) 4,451,850 128,232 - 4,580,082 Villa Pacifica II LP 9,832,863 260,515 - 10,093,378 Day Creek Senior Housing Partners 2, L.P. 9,086,763 260,742 - 9,347,505 Day Creek Senior Housing Partners, L.P. 5,385,661 156,723 - 5,542,384 First-Time Homebuyer Program 2,975,808 - (240,000) 2,735,808 174,151,069$ 3,155,358$ (402,417)$ 176,904,010$ Beginning
Balance Additions Reductions Ending Balance

Notes and loans receivables consist of the following at June 30, 2022:

 On September 1, 2005, the Agency entered into a loan agreement with Northtown Housing Development Corporation (NHDC) for the purchase of undeveloped real propert y and the development of an apartment complex (San Sevaine) which will increase the supply of affordable housing to low and moderate income households for a period of ninety-nine (99) years. This loan is a line of credit not-to-exceed $40,700,000 with simple interest accruing at 1% per annum from the date of disbu rsement for a term of 55 years (2060), as modified on May 6, 2009, with Amendment #2. Upon dissolution of the Agency, the loan receivable was transferred to the Housing Successor Agency of the City. As of June 30, 2023, the advances paid against this line of credit amount to $40,457,658 and accrued interest amounts to $5,109,478 for a total of $45,567,136.

Accrued interest is offset by unavailable revenue.
16 RANCHO CUCAMONGA HOUSING SUCCESSOR
Notes to the Financial Statements
June 30, 2023

NOTE 3: NOTES AND LOANS RECEIVABLE (CONTINUED)

 On April 19, 2006, the Agency entered into a loan agreement wi th LINC-Pepperwood Housing Investors, LP to provide financial assistance from the Low and Moderate Housi ng Set-aside Fund to purchase and rehabilitate the Pepperwood Apartment Homes, which will increas e the supply of affordable housing to low and moderate income households, for not less than ninety-nine (99) years. The loan is in the form of a line of credit not-to-exceed $21,638,113, which includes the rollover o f the BLT Partnership No. 1 loan of $2,350,000 and an amendment and increase of $1,288,113 on May 1 6, 2007. The outstanding principal balance of the loan will accrue s imple interest at 2% per annum from the date of disbursement for a term of 56 years (2062). In addition to the extent there are Residual Receipts, the Developer shall pay to the Agency 50% of the Residual Receipts from the preceding year. Upon diss olution of the Agency, the loan receivable was transferred to the Housing Successor Agency of the City. As of June 30, 2022, advances paid against this line of credit amounts to $21,638,113 and accrued interest amounts to $7,051,937 for a total balance of $28,690,050. Accrued interest is offset by unavailable revenue.

 On September 1, 2005, the Agenc y entered into a loan agreement with HB Housing Partners, L.P. to provide financial assistance from the Low and Moderate Housing Set-asid e Fund to purchase and rehabilitate the Woodhaven Manor Apartments, which will increase the supply of a ffordable housing to low and moderate income households for not less than ninety-nine (99) years. The loan is in the form of a line of credit not-to-exceed $9,000,000. Simple interest accrues on the advanc es as follows: 1) 3% per annum from the date of disbursement through and including the date immediately prior to September 21, 2022; and 2) 2% per annum from September 21, 2022 through September 21, 2060 . In addition, to the extent there are Residual Receipts-, the Developer shall pay to the Agency eithe r 33% or 50% of the Residual Receipts from the preceding year. Upon dissolution of the Agency, the loan re ceivable was transferred to the Housing Successor Agency of the City. As of June 30, 2023, the advances paid against this line of credit amounted to $9,000,000 and accrued interest amounts to $4,306,896 for a tot al of $13,306,896. Accrued interest is offset by unavailable revenue.

 On March 9, 2006, the Agency entered into a loan agreement wit h The Southern California Housing Development Corporation (SCHDC) for the acquisition, constructi on and operation of affordable housing apartments, referred to as the Rancho Verde Expansion project, which will increase the supply of very-low, low and moderate income households. This loan is a line of cred it not-to-exceed $6,500,000 with simple interest accruing at 1.5% per annum until June 27, 2035, and 2% per annum thereafter and payable without demand or notice on June 27, 2060. Upon dissolution of the Agen cy, the loan receivable was transferred to the Housing Successor Agency of the City. As of June 30, 2023, the advances paid against this line of credit amounted to $6,499,910 and accrued interest amounts to $1,436,4 01 for a total of $7,936,311. Accrued interest is offset by unavailable revenue.

 On December 1, 2001, the Agency entered into a residual receip ts promissory note loan agreement in the form of a line of credit not-to- exceed $4,000,000 with Malvern Housing Partners, L.P. and Southern California Housing Development C orporation (SCHDC) for the acquisition, construction and operation of a 49-unit senior multifamily apartment project, known as Heritage Pointe Senior Apartments. A portion of the necessary funding was provided from proceeds of a $4,000,000 bo nd issue by Southern California Housing Development Corporation. Funding provided by the Agency was in the form of semi-annual principal
payments toward these bonds from the Agency’s low and moderate housing fund. As advances were made by the Agency, beginning April 1, 2003, these amounts were adde d to and became the principal balance of this Residual Receipts Note, and are accruing simple interest at 1% per annum from the date of payment through December 2056. Annual payments of principal and accrued interest shall not commence until the operation of the project has gener ated residual receipts. On De cember 5, 2007, the residual receipts promissory note was amended and restated in connection with the refunding of the Southern California Housing Development Corporation’s bond with the proceed of the Agency Housing Set-Aside Tax Allocation Bonds, Series 2007A and Series 2007B. All residual receipts in excess of fifteen percent of the gross operating income of project shall be paid to the Agency annuall y. All principal and accrued interest at the simple interest rate of 1% per annum shall be due and payable i n April 2056. Upon dissolution of the 17 RANCHO CUCAMONGA HOUSING SUCCESSOR
Notes to the Financial Statements
June 30, 2023

NOTE 3: NOTES AND LOANS RECEIVABLE (CONTINUED)

Agency, the loan receivable was transferred to the Housing Succ essor Agency of the City. As of June 30, 2023, the advances paid against this line of credit am ounted to $3,228,808 and accrued interest amounts to $156,644 for a total of $3,385,452. Accrued interest is offset by unavailable revenue.

 On September 1, 2008, the Agency entered into a residual recei pts promissory note loan agreement in the form of a line of credit not-to-exceed $27,565,000 with Rancho Workforce Housing, L.P. for the acquisition, construction and development of a 166-unit rental housing development, including 131 residential units for low and moderate income residents. This loan bears simple interest of 2.386% compounded annually from the date of disbursement, with a term commencing on the date of this agreement and continuing for fifty-five (55) years from the date of the recordation of the Certificate of Completion. Commencing after Borrower’s fiscal year first ending after the completion of construction o f the development, Borrower shall make repayments to the Agency equal to 50% of the Residual Receipts. Upon dissolution of the Agency, the loan receivable was transferred to the Housing Successor Agency of the City. As of June 30, 2023, the advances paid against this line of credit amounted to $25,868,857 and ac crued interest amounts to $9,088,465 for a total of $34,957,322.

 On September 26, 1994, the Agency entered into a Disposition a nd Development Agreement (DDA) and loan agreement (as modified on March 22, 1996) for $5,929,181 with North Town Housing Partners for the acquisition of the 88-unit multifamily rental Villa Del Norte h ousing project for low and moderate income households. Payments of principal and interest on the loan are due and payable only to the extent that net annual cash flow from the development is available. Upon dissolution of the Agency, the loan receivable was transferred to the Housing Successor Agency of the City. On Oct ober 9, 2014, the Loan was modified as a result of a refinancing of the project in order to provide fund ing for significant rehabilitation improvements to the development. As a result of the refinancing, the term of th e Loan and the affordability covenant for the affordable units was extended by 55 years beginning September 1 , 2014. The term of the Loan will now terminate on September 1, 2069. The note carries the same inte rest rate of 3% and the original principal amount of $5,929,181 remains the same. As of June 30, 2023, the outstanding balance amounts to $5,929,181, including accrued interest of $4,832,505 for a tota l of $10,761,686. Accrued interest is offset by unavailable revenue.

 On June 6, 2001, the Agency entered into a loan agreement (as updated on December 1, 2002) for $4,700,000 with Northtown Housing Development Corporation (NHDC ) for the development of the Olen Jones Senior Apartments. The term of the loan is 55 years, with zero interest accruing for the first 15 years, then accruing simple interest at 3% per annum for the remainder of the term. Payments of principal and interest on the loan are due and payable only to the extent that net annual cash flow from the development is available. Upon dissolution of the Agency, the loan receivable was transferred to the Housing Successor Agency of the City. As of June 30, 2023, the outstand ing balance amounts to $4,274,400 and accrued interest amounts to including $305,682 for a total of $ 4,580,082. Accrued interest is offset by unavailable revenue.

 On July 11, 2014, the City enter ed into a loan agreement with 7418 Archibald LLC (“Developer”) in the amount of $42,913 (“City Predevel opment Loan”), pursuant to certain Acquisition, Disposition, Development and Loan Agreement dated February 19, 2014, between Developer and the City (the “ADDLA”), to develop a 60-unit affordable senior housing project at 7418 Archibald Ave nue, referred to as Villa Pacifica II. The interest of the loan is zero percent (0%) per annum. The princi pal and any interest due under this Note shall be repaid or forgiven as set forth in the ADDLA, as amended by a first Implementation and Amendment to Acquisition, Disposition, Development and Loan Agreement dated February 17, 2016 between the Borro
wer’s predecessor-in-interest and City and a Second Implem entation and Amendment to Acquisition, Disposition, Development and Loan Agreement dated April 1, 2017 . The loan may be prepaid in full or in part, at any time without penalty or premium. On April 1, 2017, the City entered into a Promissory Note Secured By Deed of Tru st with Villa Pacific a II LP (“Borrower”) , not to exceed the sum of $8,683,821 consisting of the existing Predevelopment Loan of $42,913 made by the City to the Developer, a $2,880,000 purchase money loan in connection with the acquisition of land from City, a $2,760,908 construction loan 18 RANCHO CUCAMONGA HOUSING SUCCESSOR
Notes to the Financial Statements
June 30, 2023

NOTE 3: NOTES AND LOANS RECEIVABLE (CONTINUED)

that is being partially disbursed on the date of the closing fo r the City impact fees and to reimburse Villa Pacifica II LP for construction costs accrued prior to the date of the loan, and a permanent loan of up to $3,000,000 (“Perm Loan Principal”) to be disbursed as described in the ADDLA from Villa Pacifica I Funds actually received by the City under the Villa Pacifica I Note. The term of the loan is 55 years, with simple interest accruing at 3% per annum on the outstanding principal balance. Payment of principal and interest is 50% of the Residual Receipts, with payments credited toward accrued interest and then to outstanding principal, on an annual basis on June 1 of each calendar year. As of June 30, 2022, the advances paid against this line of credit amounted to $8,683,821 and accrued interest amounted of $1,409,557, for a total amount of $10,093,378.

 On May 4, 2016, the City approved a Disposition, Development, and Loan Agreement (DDLA) with Day Creek Senior Housing Partners, LP, also known as National C ORE, for the development of a 140-unit senior rental affordable housing project at west of Day Creek B oulevard and north of Base Line Road. The DDLA was amended in June 2017, June 2018, and March 2019. On March 6, 2019, the City entered into land and construction loans in connection with the DDLA: The Ci ty Land Loan valued at $7,700,000, consisting of a purchase money loan for the acquisition of the property from the City, was divided into two separate loans: (1) City Land Loan to Day Creek Senior Housing Partners, LP in the amount of $4,896,303 and (2) City Land Loan to Day Creek Senior Housing Partners 2, L.P. in the amount of $2,803,697. Both loans bear 2.91% interest compounded annually for 55 years. Pa yment of principal and interest is 50% of the Residual Receipts, with payments credited toward accrued interest and then to the outstanding principal, on an annual basis on June 1 of each calendar year. As of June 30, 2023, the outstanding balances of the land loans are as follows: (a) Day Creek Senior Housing Partner s, LP amounts to $5,542,384 including $646,081 accrued interest and (b) Day Creek Senior Housing Part ners 2, L.P. amounts to $3,173,653 including $369,956 accrued interest. Accrued interest is offset by unavailable revenue. The City Construction Loan valued at $5,700,000 with Day Creek Senior Housing Partners 2, L.P. was deposited to JPMorgan Chase Bank, N.A.(Escrow) held an d disbursed pursuant to the ter ms of the Escrow Agreement. The loan bears simple interest of 3% per annum from the date of disburse ment from the Escrow fund for a term of 55 years. Payment of principal and interest is 50% of the Resid ual Receipts, with payments credited toward accrued interest and then to outstanding principal, on an annua l basis on June 1 of each calendar year. As of June 30, 2023, the outstanding balance is $6,173,852 includi ng accrued interest of $473,852. Accrued interest is offset by unavailable revenue.

 First-time homebuyer loans represent the loans made under the First Time Homebuyer’s Program. The payment of the loan is not due until the property is sold. As o f June 30, 2023, the outstanding balance amounts to $2,735,808 with no interest due.

Total notes and loans receivables for governmental activities a t June 30, 2023, including accrued interest of $35,187,454 amounted to $176,904,010.

19 Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)

REVENUES
Use of money and property 17,550$ 207,730$ 198,064$ (9,666)$ Miscellaneous 12,000 312,090 312,087 (3) Total revenues 29,550 519,820 510,151 (9,669)

EXPENDITURES
Current:

Community development 383,600 378,740 378,716 24 Total expenditures 383,600 378,740 378,716 24 Net change in fund balance (354,050)$ 141,080$ 131,435 (9,645)$ Fund balance-beginning 139,673,896
Fund balance-ending 139,805,331$

RANCHO CUCAMONGA HOUSING SUCCESSOR AGENCY
Schedule of Revenues, Expenditures, and Changes in
Fund Balance - Budget and Actual
For the Year Ended June 30, 2023
20 RANCHO CUCAMONGA HOUSING SUCCESSOR AGENCY
Computation of Low and Moderate
Income Housing Fund
Excess/Surplus
Opening Fund Balance 139,673,896$ 139,805,331$
Less Unavailable Amounts:

Loans receivable (137,072,875)$ (137,072,875)$
Contractual obligations (953,550) (953,550)
Prepaid expenses (1,498) (2,393)
(138,027,923) (138,028,818)
Available Housing Successor Funds 1,645,973$ 1,776,513$ Limitation (greater of $1,000,000 or four years deposits) Aggregate amount deposited for last four years:
2022 - 2023 N/A 510,151
2021 - 2022 858,197 858,197
2020 - 2021 108,533 108,533
2019 - 2020 224,607 224,607
2018 - 2019 4,408,372 N/A
Total 5,599,709 1,701,488
Base Limitation 1,000,000$ 1,000,000$
Greater amount 5,599,709$ 1,701,488$
Computed Excess/Surplus None 75,025$
July 1, 2022 July 1, 2023
Please note: In accordance with HSC34176.1(d) If a housing successor has an excess surplus, the housing successor shall encumber the excess surplus for the purposes described in paragraph (3) of subdivision (a) or transfer the funds pursuant to paragraph (2) of subdivision (c) within three fiscal years. If the housing successor fails to comply with this subdivision, the housing successor, within 90 days of the end of the third fiscal year, shall transfer any excess surplus to the Department of Housing and Community Development for expenditure pursuant to the Multifamily Housing Program or the Joe Serna, Jr.

Farmworker Housing Grant Program. For purposes of this subdivision, "excess surplus" shall mean an unencumbered amount in the account that exceeds the greater of one million dollars ($1,000,000) or the aggregate amount deposited into the account during the housing successor's preceding four fiscal years, whichever is greater.

Low and Moderate Income Low and Moderate Income
Housing Funds Housing Funds
All Project Area All Project Area
21 DATE: December 20, 2023
TO: Mayor and Members of the City Council
FROM: John R. Gillison, City Manager
INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Trina Valdez, Utilities Operations Supervisor
SUBJECT: Consideration of an Appropriation in the Amount of $311,000 and Approval to Purchase Transformers from First Philec as a Single Source Vendor in the Amount of $311,000. (CITY)
RECOMMENDATION:

Staff recommends the City Council:

1. Authorize the appropriation in the amount of $311,000 from the Municipal Utility Fund (Fund 705) for the purchase; and

2. Approve and authorize staff to purchase two (2) transformers in the amount of $311,000.

BACKGROUND:

Transformers are important and critical components that make up the Rancho Cucamonga Municipal Utility (RCMU) power distribution infrastructure. RCMU currently owns and maintains pad mounted equipment such as transformers, switches, and capacitors in its service area. As RCMU’s service area expands and additional equipment is placed in the field having the appropriate equipment available to provide reliable electric load is important.

Procurement lead times on transformers are a nationwide issue and are currently running between 60 and 65 weeks, and in some cases beyond 65 weeks. As a result, municipal utilities are having to look at other procurement options to ensure that new developments and projects have the necessary power equipment available.

The Bridgepoint and Speedway Commerce industrial projects located in the southeast industrial area of the City are nearing completion of site development. RCMU completed the extension of electrical distribution to each of the sites in late November and early December 2023 and is currently providing power to the sites. Approval of both projects included a condition to develop solar generation onsite for purchase by RCMU to offset the energy impacts of the developments.

In September 2023, the City entered into power purchase agreements with Valta Energy Solutions, the developer of the Solar Generation Projects listed below who is currently in the development process. As part of the development process, RCMU will need to purchase and install transformers to connect the solar generation systems into the RCMU power distribution network.

Page 2 ends

2 1
6 6
ANALYSIS:

The purchase of the transformer equipment is needed to ensure that the following Solar Generation Project development has the necessary power equipment available and is utilizing RCMU’s current standards for new transformers.

1. Rooftop Solar Generation Project at the Bridgepoint Project - Located at 12434 Fourth Street

2. Rooftop Solar Generation Project at the Speedway Commerce Project - Located at 13160 Napa Street
The cost of purchasing the two (2) transformers is $311,000. In order to provide the necessary equipment and ensure the solar generation can interconnect to RCMU’s electric system in a timely manner, staff recommends utilizing a single source purchase directly with First Philec. The Solar Generation Project transformers being procured from First Philec are unique and different from RCMU’s distribution transformers. These transformers will be equipped with Reinhausen Manufacturing’s Load Tap Changer, which will allow RCMU to adjust any necessary voltage changes at the transformer to maintain and stabilize voltages on RCMU’s distribution system as it receives the solar generation from these two (2) solar projects. A quote was obtained from First Philec and deemed as reasonable with a proposed delivery timeframe of 180-240 days.

FISCAL IMPACT:

An appropriation in the amount of $311,000 from Municipal Utility Fund (Fund 705) to account number 1705303-5603 (Capital Outlay-Equipment) is required to fully fund the purchase. The cost of the equipment will be reimbursed to RCMU by the solar developer of the project.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

This item addresses the City Council’s vision for the City by ensuring the construction and maintenance of high-quality public improvements that promote a world class community.

ATTACHMENTS:

None.

DATE:December 20, 2023
TO:Mayor and Members of the City Council
President and Members of the Board of Directors
FROM:John R. Gillison, City Manager
INITIATED BY: Shelly Munson, Director of Innovation and Technology Mike McCliman, Fire Chief
Lilyan Villarreal, Deputy Director of Innovation and Technology Ruth Cain, Procurement Manager

SUBJECT: Consideration to Award a Contract to Wisecom Technologies for the Purchase of Uninterruptible Power Supply (UPS) Battery Backups in the Amount of $156,260 for Automated Backup Electric Power of Network Equipment. (CITY/FIRE)
RECOMMENDATION:

Staff recommends that the City Council / Fire Board award a contract to Wisecom Technologies for the purchase of Uninterruptible Power Supply (UPS) battery backup units in the amount of $156,260.

BACKGROUND:

An Uninterruptible Power Supply (UPS) is an electrical device that provides emergency power to a load when the input power source or mains power fails. It is designed to protect equipment from power surges, brownouts, blackouts, and other power-related issues. A UPS system typically consists of a battery backup, surge protection, and voltage regulation components. UPS Systems are crucial to safeguarding the system infrastructure for the City and Fire District. When the main power supply fails, a UPS seamlessly switches to battery power, ensuring uninterrupted operation for computers, servers, and other critical equipment. This not only prevents data loss and damage to sensitive electronics but also provides essential time to save work, shut down systems properly, or continue operations during brief outages. UPS battery backups are indispensable for continuity of operations, preventing costly downtime, and maintaining productivity.

ANALYSIS:

The current UPS backup battery systems that support network infrastructure need to be replaced as the UPS systems have approached the end of their life cycle. Units manufactured by APC are regarded as one of the more reliable units and offer the best in terms of warranty/support.

Wisecom Technologies are partnered directly with APC on a Premier partner level, offering all solutions and support, should the need arise. They have provided a cost-effective bid with a single purchase that has no additional costs or subscription-based models. Staff highly recommend replacing our non-APC branded UPS with APC as these units have broad array of features that are extremely helpful in day-to-day situations. Such features include actively monitoring the status/alerts of the battery systems. Based on the current mixed environment, staff recommends

Page 2 ends

2 1
6 7
an approval to purchase these units with Wisecom Technologies. This will help us move toward a single standard of UPS systems to ensure more confidence in our uptime and provide proactive remote management capabilities.

In September 2023, Request for Bid (RFB) 23/24-108 for UPS Battery Replacement systems was posted. There were five hundred and twenty (520) notified vendors, forty-six (46) prospective bidders and nineteen (19) responses were received, seven (7) were considered non-responsive, there were twelve (12) responsive responses received. Wisecom Technologies, was the lowest responsive bidder and has complied with City requirements.

FISCAL IMPACT:

The UPS Battery Replacement project is funded in the Fiscal Year 2023-24 Adopted Budget in accounts 1714001-5605 (Computer Equipment/Tech Replacement Fund - Capital Outlay) and 3288501-5605 (Fire Protection Capital Fund - Capital Outlay). Sufficient funding is available for these purchases.

COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

The UPS Battery Replacement supports Council’s Core Values of intentionally embracing and anticipating the future and continuous improvement.

ATTACHMENTS:

None.

DATE:December 20, 2023
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Noah Daniels, Finance Director
Jason A. Shields, Management Analyst II
SUBJECT: Consideration of a Five (5) Year Contract with Data Ticket Inc. for Parking and Administrative Citations and Other Receivables Processing with the Option to Renew the Contract for Two (2) Additional Years in the Amount of $725,000. (CITY)
RECOMMENDATION:

It is recommended that the City Council award and execute a five (5) year contract with Data Ticket Inc. for parking and administrative citation processing, with the option to renew for an additional two (2) years, in the amount of $725,000.

BACKGROUND:

Data Ticket Inc. currently serves as the provider for the City's parking and administrative citation processing needs. This service extends to various City departments, including Animal Services, Business Licensing, Community Improvement, and the Police Department. The scope of Data Ticket Inc.'s services encompasses the collection of citations, customer service, reporting and management of citation records, and the overall management of the citation collection process.

Given the specialized nature of compliance regulations and the significant volume of processing and collection required, it is economically impractical for the City to undertake these tasks internally. Consequently, these functions are contracted out to third-party administrators, ensuring both efficiency and compliance with regulatory standards.

Before the engagement with Data Ticket Inc., the City contracted with a different provider. This previous vendor, however, failed to satisfactorily meet the contractual obligations, particularly in terms of effective citation collection. As a result, in May 2017, following an exhaustive evaluation conducted by the Finance Department to identify suitable alternatives, the City entered into a contract with Data Ticket Inc. Since then, Data Ticket Inc. has consistently delivered exemplary services, fulfilling the City's requirements for parking and administrative citation processing.

ANALYSIS:

The existing contract with Data Ticket Inc. expired in May 2022; however, they have continued to honor the terms of that agreement over this past year and a half. During Data Ticket Inc.'s tenure, the City has observed a marked improvement in service efficiency and effectiveness compared to the previous service provider. Due to the specialized nature of citation processing, there are notedly few third-party administrators that provide these services.

Page 2 ends

2 1
2 6
In pursuit of due diligence, the Finance Department, in September 2023, did an open survey with other local government agencies for comparable vendors. This effort revealed only one other viable vendor. Additionally, staff concerns arose regarding the compatibility of potential new vendors with the City's existing software system, GoEnforce, which Community Improvement utilizes for its enforcement efforts, and which has significantly enhanced the Department’s operational efficiency and service to the community. GoEnforce has an established business relationship with Data Ticket Inc. which provides for an integration between the two systems, updating outstanding citations and case management information on a regular basis. Data Ticket Inc. is the only citation processor with which GoEnforce has this integration in place. If the City chose to utilize another citation processor, we would incur a development fee to create the integration and also incur annual maintenance fees for the integration. Thus, going with another citation provider would be cost prohibitive.

Staff recommends a single-source award be made to Data Ticket, Inc. for parking and administrative citation processing. The Professional Services Agreement will be on file with the City Clerk.

FISCAL IMPACT:

Data Ticket Inc. has proposed maintaining its current pricing structure, with the exception of adjustments in the cost of postage. No additional budget appropriations are required as a result of awarding the contract. The Fiscal Year 2023/24 Adopted Budget includes an estimated $80,080 for services under the account 1001001-5300 (General Fund – General Overhead – Contract Services). Note that revenues generated from parking and administrative citations more than offset expenditures for Data Ticket Inc.'s services.

The total cost associated with the citation processing services is contingent upon the volume of citations processed and the collections secured by Data Ticket Inc. throughout the duration of the contract. Taking into account Data Ticket Inc.'s fees for citation issuance and an anticipated increase in volume, the estimated total for the contract with Data Ticket Inc. over the seven years is approximately $725,000.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

The accurate collection of fines and fees supports all aspects of the City Council's vision and core values.

ATTACHMENTS:

None.

DATE:December 20, 2023
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Ray Casey, Interim Public Works Services Director Richard Favela, Streets, Storm Drains, and Fleet Superintendent Albert Lopez, Fleet Supervisor
Lindsay McElwain, Management Analyst I
SUBJECT: Consideration of the Cooperative Purchase of One (1) 2024 CASE Construction Model Number 570N EP Skip Loader via the Sourcewell Contract Number 032119-CNH-1 from Sonsray Machinery in the Amount of $135,374.56. (CITY)
RECOMMENDATION:

Staff recommends the City Council approve the cooperative purchase of one (1) 2024 CASE Construction Model Number 570N EP Skip Loader via the Sourcewell Contract Number 032119- CNH-1 from Sonsray Machinery for $135,347.56 to be funded from the equipment/vehicle replacement fund.

BACKGROUND:

The Public Works Services Department (PWSD) Streets Division maintains critical infrastructure within the city, including repairing asphalt from water cuts for the Cucamonga Valley Water District. A skip loader is an essential piece of equipment used for removing old asphalt, grading subbase, and paving new sections of the roadway. During emergency storm procedures, the skip loader is also relied upon to clear debris from the city right of way. The selected CASE Construction Model Number 570N EP Skip Loader is being recommended for purchase after a comprehensive review by PWSD staff. CASE Construction is the only skip loader manufacturer that offers a comfort steer feature, which is significantly easier on the operator, reducing the risk of operator injury from having to constantly turn the wheel while driving. Funding for the replacement of Skip Loader Unit 2645 was included in in the Adopted FY 2023/2024 Budget.

During equipment research, staff identified a Sourcewell contract with CASE Construction for the procurement of heavy-duty construction equipment. Sourcewell is a purchasing platform for public agencies that pre-screens vendors and gives the member organizations a cooperative purchase advantage. By procuring this equipment through an already competitively bid and awarded Sourcewell contract, the City will reduce staff time to bid the purchase, resulting in higher efficiency and cost savings.

ANALYSIS:

Sourcewell offers a cooperative purchasing model that streamlines the procurement process for cities by eliminating the requirement for individual bidding and negotiation. Such collaboration

Page 2 ends

2 1
4 0
guarantees that cities receive quality products through competitively bid Sourcewell contracts, which not only saves time but also guarantees a discount of 28% per unit.

If approved, PWSD will procure one (1) 2024 CASE Construction Model Number 570N EP Skip Loader through Sonsray Machinery to retire and replace Skip Loader Unit 2645, an aged and run- down piece of equipment.

FISCAL IMPACT:

The Adopted FY 2023/2024 Budget included the replacement of Skip Loader Unit 2645 in the equipment/vehicle replacement fund (1712001-5603) for $150,000. This amount will be adjusted in the amended budget to reflect actual costs.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

This item addresses the City Council’s core values of providing and nurturing a high quality of life for all and promoting and enhancing a safe and healthy community for all.

ATTACHMENTS:

Attachment 1 – Sonsray Machinery Proposal

NOTICE TO

PURCHASER

1. spaces, even if otherwise advised.

2. You are entitled to an exact and completely filled
protect your legal rights.

3. Store Manager signature required for final acceptance of Sales Order.

THIS AGREEMENT IS SUBJECT TO THE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE. CUSTOMER HAS HAD THE OPPORTUNITY TO READ THE TERMS OF THIS AGREEMENT PRIOR TO SIGNING.

Purchaser’s Signature ____________________________ Sales Consultant ____________________________ Date _________ Print Name ____________________________________ Date _________ Accepted By _______________ Date _________

Page 1 of 3 ends

10062 Live Oak Ave. ∙ Fontana ∙ CA ∙ 92335 TEL: (909) 355-1075 www.SonsrayMachinery.com
Ship To: CITY OF RANCHO CUCAMONGA
8794 LION STREET
RANCHO CUCAMONGA CA 91730
Invoice To: CITY OF RANCHO CUCAMONGA
8794 LION STREET
RANCHO CUCAMONGA CA 91730
Attention: Albert Lopez
Fontana
November 30, 2023 ktaylor-0372
CITYO002
Purchase Order: Sourcewell quote
Sales Person: Kent Taylor

EQUIPMENT QUOTE/SALES ORDER
2024 CASE 570N EP CAB Serial #: Factory Order Stock #: N.I.S.QUOTE price book co98 april 17
$97,480.80
SORCEWELL Contract Number: 032119 Member # 25762 City of Rancho Cucamonga - CNH Contract Period: 7-8-19 -thru 5-13-24 Pricing Revised: 7/31/2023 discount is 28% off base list price Specified discount off List Price/MSRP plus freight and setup and local delivery. Also surcharge but this must be placed on a separate line item.

NEW 2024 CASE SKIP LOADER - 570N EP / DIESEL - 3.4 LTR - 4 CYL/74 HP-TURBO CHARGED / TIER 4 FINAL EMISSION CERTIFIED. 4x4 W/DRIVE-SHAFT GUARD INCLUDED / 12x16.5 FRONT TIRES - LUG TREADS / 19.5x24 10PR STD TREADS / PLUG-IN REAR WEIGHT CAB - HEAT & AIR W/MECHANICAL SUSPENSION SEAT (CLOTH) / 3" SEAT BELT / Master Battery disconnect & JUMP START POST / THREE POINT HITCH. / RIDE CONTROL / COMFORT STEER OPTION. 84" GANNON SCRAPER BOX / DUAL TILT CYLINDERS W/HOLDING VALVE Add on Mechanical quick coupler front loader Bracket / 82" LOADER BUCKET QUICK COUPLER 4-IN1 W/ BOLT ON EDGES BIC GRILL GUARD / BIC 4 corner strobs / BIC slow moving vehicle sign. / BIC license plate bracket / one extra operators manual hard copy.

BASE WARRAINTY ONE YEAR - UNLIMITED HRS MANUFACTURER WARRANTY. *** MACHINE QUOTED IS SUBJECT TO AVAILABILITY ***
**** INTEREST RATE QUOTED IS BASED ON CURRENT RATES. INTEREST RATE IS SUBJECT TO CHANGE, BASED ON THE FINANCIAL INSTITUTION ****
***Quote Expires 11 /25/2023 ***Financing Available on Approved Credit (OAC) ***Unit Based on Availability *** QUOTED PRICE IS NOT GUARANTEED, AND SUBJECT TO MANUFACTURER'S PRICE INCREASES, INCLUDING ANY ADDITIONAL SURCHARGES ***
SONSRAY SIGNATURE SERVICE – A commitment to providing excellent service and care when you purchase a new piece of equipment from Sonsray Machinery.

ATTACHMENT 1

Page 2 of 3 ends

48066691 Coupler 82" 4IN1 BUCKET with bolt on edges $8,243.73 Factory Freight $4,833.74
311053A1 MANUAL CPLR $4,554.05
PPP-Premier 48/4000 ($0 Deductible) $3,400.00
Final Customer Delivery PDI $2,395.00
84258175 HOSE KITJUMPHOSE KIT $1,816.84
BIC SI3366 LED FOUR CORNER STROBS $1,006.25
Delivery Freight TO CUSTOMER $ 575.00
BIC SI3299 GRILL GUARD KIT $ 500.00
LOAD FEE $ 500.00
one extra copy of operators manual hard copy 1 91763063 570N EP OM $ 190.28 DMV. Registration. And service fee. $ 175.00
BIC SI3014 SLOW MOVING & BRACKET $ 75.00
BIC SI3057 LIC PLATE BRACKET (NON LITE) $ 75.00
ein numbers $ 55.00
Quoted Price $125,875.69
Sales Tax 7.75 % $9,491.87
CA Tire Tax $ 7.00
Cash Due or Finance Amount $135,374.56

Page 3 of 3 ends

1. This is a cash transaction. If the Purchaser so requests prior to acceptance, the Cash Due on Delivery may be financed as a time sale transaction, subject to credit approval. If this transaction becomes a time sale, Purchaser agrees (1) to make payments pursuant to the Sonsray Machinery Accounts Receivable System Agreement, which is incorporated into this Purchase Order by reference, and (2) that Seller retains a security interest in the goods described herein until all obligations of Purchaser are paid in full and discharged.

2. When trade-in equipment is not to be delivered to the Seller until delivery of the equipment purchased by this order, the trade-in equipment may be reappraised at that time and such reappraisal value shall determine the allowance made for such trade-in equipment. When the reappraised value is less than the original trade-in allowance shown on this form, the purchaser may terminate this order; however, this right of termination must be exercised prior to delivery of the equipment by Seller and surrender of the trade-in equipment to Seller.

3. The prices which Purchaser will pay for the new equipment set forth on the reverse side hereof shall be based upon the Case dealer price in effect on date of delivery of the new equipment. In the event Case dealer's price is changed prior to delivery, the purchase price shall be adjusted accordingly. If such price change results in an increase, purchaser has the option of canceling the order in writing immediately on being notified thereof.

4. The Seller shall be excused if delivery is delayed or rendered impossible by differences with workmen, strikes, work stoppages, car shortages, delays in transportation, inability to obtain labor or materials and also by any cause beyond the reasonable control of Seller, including but not restricted to acts of God, floods, fire, storms, acts of civil and military authorities, war and insurrections.

5. Purchaser shall keep the property free of all liens, taxes, encumbrances and seizure or levy, shall not use same illegally, shall not damage, abuse, misuse, abandon or lose said property, shall not part with possession thereof, whether voluntarily or involuntarily or transfer any interest therein or remove same out of the county or filing district in which Purchaser resides as indicated herein without the prior written consent of Seller, shall keep said property insured in such amounts and with such insurer as may be acceptable to Seller with any loss payable to Seller as his interest in the property may appear.

6. Time is of the essence of this contract and if purchaser fails to comply with any of the terms and conditions hereof or defaults in the payment of any installment hereunder or under any renewal or renewals hereof, or in the payment of interest or defaults in the payment of any installment due under any other indebtedness of contract held by the Seller or Assignee, or if proceedings are instituted against Purchaser under any bankruptcy or insolvency law or Purchaser makes an assignment for the benefit of creditors or if for any reason the Seller deems himself insecure and so declares all payments heretofore made by Purchaser shall be retained by the seller and all indebtedness hereunder shall become immediately due and payable, with or without notice, together with all expenses of collection by suit or otherwise, including reasonable attorney fees and Seller may, without notice or demand, take possession of the equipment set forth on the reverse hereof, or any additions to, replacements of, or any proceeds from said equipment or may render the property unusable or Seller may require Purchaser to assemble the property and make it available at a place designated by Seller. Seller may resell the retaken property at public or private Sale in accordance with the Uniform Commercial Code or applicable state or provincial law. After deducting reasonable expenses for retaking, repairing, holding, preparing for sale, other selling expenses including attorney fees and legal expenses, the remaining proceeds of Sale shall be credited upon the amount of indebtedness remaining unpaid hereunder, and Purchaser agrees to pay any deficiency upon demand by Seller, any surplus, however, shall be paid to Purchaser. Said retaking or repossession shall not be deemed rescission of the contract. Seller may exercise any other rights and remedies provided by applicable law.

7. No waivers or modifications hereof shall be valid unless written upon or attached to this contract. Waiver or conditions of any breach or default hereunder shall not constitute a waiver of any other or subsequent breach or default. Payments received by Seller are to be applied first to delinquent interest and then to principal.

8. The remedies provided for herein are not exclusive and any action to enforce payment shall not waive or affect any of the holder's rights to have recourse to the property. The transfer of this contract shall operate to pass a security interest in the property as security for the payment hereof.

9. Any provision of this contract prohibited by the laws of any state, the United States, any province of Canada, shall be ineffective to the extent of such prohibition without invalidating the remaining portions of the contract.

10. Each maker, endorser, guarantor and surety hereon severally waives presentment, demand protest, and notice of non-payment and all defenses of want of diligence in collection and bringing suit. This contract shall be binding upon and shall insure to the benefit of the parties hereto and their respective heirs, personal representative, successors, and signs.

11. Buyer authorizes Seller to insert the Serial and/or model numbers of the goods set forth on the reverse side hereof for the purposes of identifying said goods. The seller may correct patent errors herein. \
DATE:December 20, 2023
TO:Mayor and Members of the City Council
FROM:John R. Gillison, City Manager
INITIATED BY: Jason C. Welday, Director of Engineering Services/City Engineer Fred Lyn, Deputy Director of Engineering Services - Utilities SUBJECT: Consideration of a Power Purchase Agreement with Golden Fields Solar IV, LLC to Purchase the Renewable Energy and Capacity From the Proposed Solar Photovoltaic Project and Authorizing the City Manager or His Designee to Sign the Power Purchase Agreement, Buyers’ Agent Agreement, and Any Related Documents. (CITY)
RECOMMENDATION:

Staff recommends the City Council consider a Power Purchase Agreement with Golden Fields Solar IV, LLC to purchase the renewable energy and capacity from the proposed Solar Photovoltaic Project, located in Kern County, California for a total of 3 megawatts and authorizing the City Manager or his designee to sign the Power Purchase Agreement, Buyers’ Agent Agreement, and any related documents.

BACKGROUND:

The Rancho Cucamonga Municipal Utility (RCMU), as a publicly owned electric utility (POU) is mandated by the state to own and/or procure eligible renewable energy for compliance with the state’s Renewable Portfolio Standard (RPS). Senate Bill (SB) 100 which became law in 2018 maintained the existing target of 33% RPS by 2020 (which RCMU met), an average of 40% eligible renewable energy resources by the end of 2024, an average of 50% eligible renewable energy resources by the end of 2027 and 100% of its electricity would need to come from eligible renewable resources and zero-carbon resources by the end of 2045.

ANALYSIS:

In December 2021, a three independent POUs—RCMU, the City of Moreno Valley Electric Utility (MVU) and the Eastside Power Authority (Eastside)—(i.e., joint group) issued the first of multiple Request for Proposals (RFPs) for long term renewable resources for our respective utilities. The initial proposals received were subsequently rejected because many of the proposals were either too large, not yet permitted, or not meeting the joint group’s needs. Additionally, during the first quarter of 2022, the U.S. Department of Commerce began a 1-year solar tariff investigation on imported solar panels, which essentially paused the solar industry from new solar construction due to solar suppliers not shipping their panels to the U.S. The joint group extended the timing of the RFP another two (2) months and then left it as a rolling RFP to receive proposals that may fit our needs. By the end of the second quarter of 2022, the joint group shortlisted three (3) proposals and began negotiations, keeping in mind project feasibility due to panel supply side issues, construction timeline, existing solar project expansion opportunities and project fit for the joint group. In the third quarter of 2022, the joint group began exclusive preliminary negotiations for a

Page 2 ends

2 1
5 3
purchase of long-term solar energy with Clearway Energy based on price, project size, and project location with the goal of finalizing and executing a Power Purchase Agreement (PPA). Solar Photovoltaic (PV) energy continues to dominate the renewable energy supply in California due to pricing, location and transmission connection. In November 2023, the joint group concluded negotiations with Clearway Energy for their Golden Fields Solar IV Project and has concluded with a PPA with the following terms, conditions, and pricing:

The proposed Golden Fields Solar IV Project (Solar Project) is a 10 megawatt (MW) Solar PV generating facility located in Kern County with a contract term for 15 years. The contract price for energy from the project is $46.00 per megawatt hour (MWh), fixed over the life of the contract, which includes System Resource Adequacy (RA). RCMU’s entitlement for this Solar Project will be a 30% (3 MWs) share of the project, Eastside will have a 10% (1 MW) entitlement of the project and MVU will have a 60% entitlement (6 MWs).

Because MVU is the majority off taker of the Solar Project, they will also act as the Buyers Agent on behalf of the joint group regarding the administrative approvals and responses with the Golden Fields Solar IV team in order to keep communication with one (1) single entity of the joint group in regard to the PPA. The Buyers’ Agent Agreement is attached as reference to the staff report.

The expected commercial operation date of the Solar Project is June 1, 2025. Additionally, the PPA provides the joint group with a “bridge product” of renewable energy at a cost of $40.00 per MWh which will help the joint group meet the state’s RPS compliance requirements for the 2024 calendar year while the Solar Project is under construction.

Some of the benefits associated with the Solar Project include:

Renewable Resource/Proximity:
•The Solar Project agreement is for energy, capacity, and all environmental attributes. The annual contract quantity for RCMU is estimated to be approximately 10,400 MWh of energy in the project's first year of operation which is 2025. •The Solar Project is located in Kern County and will interconnect directly to the California Independent System Operator (CAlSO) and will qualify for Portfolio Content Category 1 under the state's RPS requirements and have System RA capacity. •The Solar Project provides another renewable source dedicated to RCMU, which increases the Utility’s resiliency and ability to meet our state mandates for renewable energy and will continue to help meet the City’s greenhouse gas emission reduction targets.

Portfolio Fit and Viability:
•The 3 MW project size is a good match for RCMU's renewable energy requirements and will fit nicely into RCMU's renewable portfolio, adding an additional 8% of RCMU’s annual renewable energy requirements in 2025.
•The Solar Project has already completed several important milestones, such as site control, transmission interconnection studies, and environmental studies and permits have already been achieved, as well as the completion of an interconnection agreement with the CAISO.
•The project developer, Clearway Energy is very experienced and credible, with several utility-scale solar projects already operating and under construction, including the Golden Fields III Project, a 192 MW project adjacent to the proposed site.

Page 3 ends

2 1
5 3
Cost:
•The contract price is $46.00 per MWh fixed each year of the 15-year contract term after the commercial operation date. The typical contract price for a Solar PV renewable project similar in size ranges from $40-$50 per MWh, so based on the project’s sizing, the contract price is appropriate. As a point of reference, the City recently entered into PPAs for local small-scale roof-top solar projects at the Bridgepoint and Speedway Commerce sites at a contract price of $82.00 per MWh fixed each year of the 25-year contract term. The difference in cost is related to the scale and type of generation site (roof-top solar vs. solar farm). Solar farm costs for power tends to decline as the size of the generator increases due to economies of scale for development of the generation site, as well as direct electricity transmission to the grid.
•By partnering with two (2) other electric utilities for this project, RCMU was able to achieve some economies of scale.

RCMU will pay only for the energy that is delivered at the fixed price. Since this is a PPA, RCMU will not have ownership in the project and will not incur any capital expenditures.

Some of the risks associated with the Solar Project include:
•The energy output can be variable due to the intermittency of Solar PV, cloud cover and other weather conditions.
•Like all other long-term commitments, the proposed agreement carries financial and compliance risks. The risks are primarily related to the possibility that: (1.) future alternative renewable resources may have a lower price and/or (2.) the Solar Project does not produce the output as expected.
•The PPA term is for 15 years. The City Council adopted an Energy Risk Management Policy on April 18, 2012, indicating a maximum term of any supply resource transaction (purchase or sale) should be 10 years, unless specifically approved by the City Council.

The 15-year term will meet RCMU’s long-term portfolio planning objectives but provides some risk due to a longer-term fixed rate for RCMU’s renewable energy needs.

In Compliance Period (CP) 4, the state mandated RPS goal is an average of 40% renewable by the end of calendar year 2024, which RCMU is expected to meet. In CP 5, the state mandated RPS goal is an average 50% renewable by the end of 2027. The 50% requirement is based on RCMU’s forecasted retail sales, which is a fluctuating number that may grow or remain steady over the years based on development activity. The Solar Project will move RCMU’s RPS forward another 9% to a 47% RPS out of the overall 50% renewable requirement by the end of 2027.

RCMU will need to add another small short-term renewable PPA before the end of 2027 in order to meet the remaining 3% shortfall for the overall 50% renewable requirement by the end of 2027, so staff will continue to look at other future opportunities.

RCMU Renewable Projects 2025 RPS% 2027 RPS%
Astoria 2 Solar 14% 14%
Antelope 3B Solar 13% 13%
City of RC SMDG Solar 1% 1%
Hillwood Solar 5% 5%
Bridgepoint Solar 6% 6%
Golden Fields Solar IV
(Solar Project)
9% 9%
Future short-term PPA (TBD) N/A 3%
RPS% Total 47% 50%

Page 4 ends

2 1
5 3
RCMU staff and RCMU’s outside legal counsel have reviewed and approved the attached PPA between the City and Golden Fields Solar IV, LLC, as well as the Buyers’ Agent Agreement and indicated no objections to the proposed agreement.

RCMU shall strive to procure adequate and eligible supplies of renewable energy resources to meet the procurement targets and portfolio content categories as set forth in the City’s RPS Procurement Plan. Consistent with the Plan, approval of the Solar Project will help RCMU achieve regulatory compliance as well as meet RPS goals in a cost-effective manner. RCMU will continue to look at different business models and renewable PPA rate structures for future Solar PV projects in order to maintain equity for all customers.

FISCAL IMPACT:

The approval of the Solar Project’s Power Purchase Agreement with Golden Fields Solar IV, LLC would result in RCMU paying $46.00/MWh in solar renewable energy or approximately $478,400/year.

COUNCIL MISSION / VISION / VALUE(S) ADDRESSED:

The approval of the Power Purchase Agreement will enhance the City’s position as the premier community in our region by expanding the use of renewable energy resources within RCMU’s service area.

ATTACHMENTS:

Attachment 1 – Golden Fields Solar IV Power Purchase Agreement Attachment 2 – Buyers’ Agent Agreement
Execution Version
i

POWER PURCHASE AGREEMENT

COVER SHEET
Seller: Golden Fields Solar IV, LLC, a Delaware limited liability company (“Seller”) Buyer: City of Rancho Cucamonga (“Buyer”)
Buyer’s Fraction: 30%
Description of Facility: A dedicated and separately metered 10 MW AC photovoltaic electric generating facility located in Kern County, California, which is adjacent to a larger solar photovoltaic and energy storage facility being developed at the same Site, all located in Kern County, in the State of California, as further described in Exhibit A.

Milestones:

Milestone Completion Date
Evidence of Site Control Complete
CEC Pre-Certification Obtained August 1, 2024
Documentation of Conditional Use Permit if required:
[X] CEQA, [] Cat Ex, [] Neg Dec, [] Mitigated Neg Dec,
[X] EIR
Complete
Seller’s Receipt of Phase I and Phase II Interconnection study results for Seller’s Interconnection Facilities
Complete
Executed Interconnection Agreement Complete
Bridge Product Delivery Start Date January 1, 2024
Bridge Product Delivery End Date December 31, 2024
Expected Construction Start Date November 1, 2024
Initial Synchronization March 15, 2025
Network Upgrades Completed March 1, 2025
Expected Commercial Operation Date June 1, 2025
ATTACHMENT 1
ii
4 2
6 5
Delivery Term: The period for Product delivery will be for fifteen (15) Contract Years.

Expected Energy:

Contract Year Expected Energy (MWh)
1 34,705
2 34,532
3 34,359
4 34,187
5 34,016
6 33,846
7 33,677
8 33,509
9 33,341
10 33,174
11 33,008
12 32,843
13 32,679
14 32,516
15 32,353
Guaranteed Capacity: 10 MW
Monthly Expected Energy:1
1 This table reflects Buyer’s Fraction of Seller’s Expected Energy by calendar month in the first Contract Year, as if the first Contract Year begins on January first. The first Contract Year may begin on another date, per the terms of this Agreement.
iii
4 2
6 5
Month Expected Energy (MWh)
January 2,099.8
February 2,219.6
March 2,901.6
April 3,093.9
May 3,575.4
June 3,651.6
July 3,625.0
August 3,477.5
September 3,061.6
October 2,795.0
November 2,258.3
December 1,945.6
Contract Price:

Contract Year Contract Price ($/MWh)
1-15 $46.00 without escalation
Product:
Energy
Green Attributes
Portfolio Content Category 1
Capacity Attributes
iv
4 2
6 5
Scheduling Coordinator: Seller or Seller’s designated Scheduling Coordinator Development Security: Buyer’s Fraction multiplied by $80,000 per MW of Guaranteed Capacity (as of the Effective Date)
Performance Security: Buyer’s Fraction multiplied by $80,000 per MW of Installed Capacity [Signatures on following page.]
v
4 2
6 5
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

SELLER
Golden Fields Solar IV, LLC
By:

Name:

Title:

BUYER
City of Rancho Cucamonga
By:

Name:

Title:
1 RENEWABLE POWER PURCHASE AGREEMENT
This Renewable Power Purchase Agreement (“Agreement”) is entered into as of [___], 2023 (the “Effective Date”), between Seller and Buyer. Buyer and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.

RECITALS
WHEREAS, Seller intends to develop, design, construct, own, and operate the Facility; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth in this Agreement, the Product in accordance with Buyer’s Fraction; NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

ARTICLE 1

DEFINITIONS

1.1Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“AC” means alternating current.
“Accepted Compliance Costs” has the meaning set forth in Section 3.11. “Adjusted Energy Production” has the meaning set forth in Exhibit G. “Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes of this definition and the definition of “Permitted Transferee”, “control”, “controlled by”, and “under common control with”, as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person. For purposes of this Agreement, Clearway Energy, Inc. shall be deemed to be an Affiliate of Seller.
“Agreement” has the meaning set forth in the Preamble and includes any exhibits, schedules and any written supplements hereto, the Cover Sheet, and any designated collateral, credit support or similar arrangement between the Parties. “Ancillary Services” means all ancillary services, products and other attributes, if any, associated with the Facility.
2 “Availability Incentive Payment” has the meaning set forth in the CAISO Tariff. “Approved Forecast Vendor” means (x) the CAISO or (y) any vendor reasonably acceptable to both Buyer and Seller for the purposes of providing and verifying the forecasts under Section 4.3.
“Automated Dispatch System” or “ADS” has the meaning set forth in the CAISO Tariff. “Available Capacity” means the capacity from the Facility, expressed in whole MWs, that is available at a particular time to generate Energy.
“Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due. “Bridge Product” has the meaning set forth in Section 3.15. “Bridge Product Delivery Term” has the meaning set forth in Section 3.15(a). “Bridge Product Offer” has the meaning set forth in Section 3.15(c). “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. local time for the Party sending a Notice, or payment, or performing a specified action. “Buyer” has the meaning set forth on the Cover Sheet.
“Buyer’s Facility Agent” means an agent appointed by Buyer pursuant to a written agreement among buyers of the Facility output for the purpose of administering certain aspects of Facility operational issues and this Agreement which is detailed in the written agreement. The appointment may be changed from time to time with Notice thereof to Seller. As of the Effective Date, the Buyer’s Facility Agent shall be the City of Moreno Valley. If at any point during the Term of this Agreement no Buyer’s Facility Agent is appointed or such agent has resigned or is removed and is not replaced, then Buyer shall act as the Buyer’s Facility Agent for purposes of this Agreement until a replacement agent is appointed, except with respect to the Floor Price, which shall remain set at the most recent Floor Price communicated by the last authorized Buyer’s Facility Agent.
“Buyer’s Default” means an Event of Default of the Buyer. “Buyer’s Fraction” has the meaning set forth on the Cover Sheet. “Buyer’s WREGIS Account” has the meaning set forth in Section 4.8(a). 3 “CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
“CAISO Approved Meter” means a CAISO approved revenue quality meter or meters, CAISO approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, all Facility Energy delivered to the Delivery Point.
“CAISO Grid” has the same meaning as “CAISO Controlled Grid” as defined in the CAISO Tariff.
“CAISO Operating Order” means the “operating order” defined in the CAISO Tariff. “CAISO Tariff” means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and operating procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
“California Renewables Portfolio Standard” or “RPS” means the renewable energy program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107 (2008), X-1 2 (2011), 350 (2015), and 100 (2018), codified in, inter alia, California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time. “Capacity Attribute” means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of Energy that the Facility can generate and deliver to the Delivery Point at a particular moment, that can be purchased and sold under CAISO market rules.
“Capacity Damages” has the meaning set forth in Exhibit B. “CEC” means the California Energy Commission, or any successor agency performing similar statutory functions.
“CEC Certification and Verification” means that the CEC has certified (or, with respect to periods before the date that is up to one hundred eighty (180) days after the Commercial Operation Date, that the CEC has pre-certified) that the Facility is an Eligible Renewable Energy Resource for purposes of the California Renewables Portfolio Standard, meeting all applicable requirements for certified facilities set forth in the RPS Eligibility Guidebook, Ninth Edition (or its successor), and that all Energy generated by the Facility and delivered to the Delivery Point qualifies as generation from an Eligible Renewable Energy Resource. “CEC Precertification” means that the CEC has issued a precertification for the Facility indicating that the planned operations of the Facility would comply with applicable CEC requirements for CEC Certification and Verification.
4 “CEQA” means the California Environmental Quality Act, California Public Resources Code §§ 21000, et seq. and Chapter 3 of Division 6 of Title 14 of the California Code of Regulations.
“Change of Control” means any circumstance in which Ultimate Parent ceases to own, directly or indirectly through one or more intermediate entities, more than fifty (50%) of the outstanding equity interests in Seller; provided that a Change of Control will not have occurred if Ultimate Parent remains the Managing Member of the entity that owns, directly or indirectly through one or more intermediate entities, more than fifty percent (50%) of the outstanding equity interests in Seller; provided further that in calculating ownership percentages for all purposes of the foregoing:
(a) any ownership interest in Seller held by its Ultimate Parent indirectly through one or more intermediate entities shall not be counted toward the Ultimate Parent’s ownership interest in Seller unless the Ultimate Parent directly or indirectly owns more than fifty percent (50%) of the outstanding equity interests in each such intermediate entity; and
(b) ownership interests in Seller owned directly or indirectly by any Lender (including any tax equity provider) shall be excluded from the total outstanding equity interests in Seller.
“Claim” has the meaning set forth in Section 16.2(a).
“COD Certificate” has the meaning set forth in Exhibit B. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute, including the rules or regulations promulgated thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed to also refer to any successor sections.
“Collateral Assignment Agreement” has the meaning set forth in Section 14.2. “Commercial Operation” has the meaning set forth in Exhibit B. “Commercial Operation Date” has the meaning set forth in Exhibit B. “Commercial Operation Delay Damages” means a daily amount equal to (a) the Development Security amount required hereunder, divided by (b) one hundred eighty (180). “Compliance Actions” has the meaning set forth in Section 3.11. “Compliance Expenditure Cap” has the meaning set forth in Section 3.11. “Confidential Information” has the meaning set forth in Section 18.1. “Construction Delay Damages” means a daily amount equal to (a) the Development Security amount required hereunder, divided by (b) one hundred eighty (180). 5 “Construction Start” has the meaning set forth in Exhibit B. “Construction Start Date” has the meaning set forth in Exhibit B. “Contract Price” has the meaning set forth in the Cover Sheet. “Contract Price for Bridge Product” has the meaning set forth in Section 3.15(c). “Contract Quantity of Bridge Product” has the meaning set forth in Section 3.15(b). “Contract Term” has the meaning set forth in Section 2.1. “Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Commercial Operation Date, and each subsequent Contract Year shall commence on the anniversary of the Commercial Operation Date. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement. “Cover Sheet” means the cover sheet to this Agreement, which is incorporated into this Agreement.
“COVID-19” means the epidemic disease designated COVID-19 and the related virus designated SARS-CoV-2 and any mutations thereof, and the efforts of a Governmental Authority to combat such disease.
“CPUC” means the California Public Utilities Commission, or any successor agency performing similar statutory functions.
“Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements), or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P, Fitch, or Moody’s, as applicable. If ratings by S&P, Fitch, or Moody’s are not equivalent, the lower rating shall apply. “Curtailment Cap” is the yearly quantity per Contract Year, in MWh, equal to fifty (50) hours multiplied by the Installed PV Capacity.
“Curtailment Order” means any of the following:
(a) a curtailment ordered by CAISO, including through the ADS or a CAISO Operating Order, for the following reasons: (i) any System Emergency, or (ii) any warning of an anticipated System Emergency, or warning of an imminent condition or situation, which jeopardizes CAISO’s electric system integrity or the integrity of other systems to which CAISO is connected;
6 (b) a curtailment ordered by the Participating Transmission Owner for reasons including, but not limited to, (i) any situation that affects normal function of the electric system including, but not limited to, any abnormal condition that requires action to prevent circumstances such as equipment damage, loss of load, or abnormal voltage conditions, or (ii) any warning, forecast or anticipation of conditions or situations that jeopardize the Participating Transmission Owner’s electric system integrity or the integrity of other systems to which the Participating Transmission Owner is connected; (c) a curtailment ordered by CAISO or the Participating Transmission Owner due to scheduled or unscheduled maintenance on the Participating Transmission Owner’s transmission facilities that prevents (i) Buyer from receiving or (ii) Seller from delivering Facility Energy to the Delivery Point; or
(d) a curtailment in accordance with Seller’s obligations, or due to physical or operational limitations on the transfer of electric power, under its Interconnection Agreement with the Participating Transmission Owner or CAISO. “Curtailment Period” means the period of time, as measured using current Settlement Intervals, during which generation from the Facility is reduced pursuant to a Curtailment Order; provided that the Curtailment Period shall be inclusive of the time required for the Facility to ramp down and ramp up.
“Damage Payment” means the dollar amount that is equal to the Development Security amount required hereunder.
“Day-Ahead Forecast” has the meaning set forth in Section 4.3(c). “Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Day-Ahead Schedule” has the meaning set forth in the CAISO Tariff. “Dedicated Interconnection Capacity” has the meaning set forth in Section 4.10. “Deemed Delivered Energy” means Buyer’s Fraction of the amount of Energy expressed in MWh that the Facility would have produced and delivered to the Delivery Point, but that is not produced by the Facility and delivered to the Delivery Point during a Market Curtailment Period which amount shall be equal to (a) the VER Forecast expressed in MWh, applicable to the Market Curtailment Period, or (b) if there is no VER Forecast available, an industry-standard methodology agreed to by Buyer and Seller that utilizes meteorological conditions and relevant Facility data on the Site as input for the period of time during such curtailments or unexcused failure to take delivery of the Product; provided that any lost Production Tax Credit (expressed as the PTC Rate multiplied by the Deemed Delivered Energy) is added to the total Deemed Delivered Energy cost; provided further that in either case the amount of Facility Energy delivered to the Delivery Point during the Market Curtailment Period is subtracted from the total. “Defaulting Party” has the meaning set forth in Section 11.1(a). “Deficient Month” has the meaning set forth in Section 4.8(e). 7 “Delivered Energy” shall mean Buyer’s Fraction of all Energy produced from the Facility that is delivered to the Delivery Point as measured in MWh by the Project’s CAISO meter. “Delivery Point” has the meaning set forth in Exhibit A. “Delivery Term” shall mean the period of Contract Years specified on the Cover Sheet, beginning on the Commercial Operation Date, unless terminated earlier in accordance with the terms and conditions of this Agreement.
“Development Cure Period” has the meaning set forth in Exhibit B. “Development Security” means any of the following instruments, in the amount specified on the Cover Sheet and delivered and maintained in conformance with Section 8.7: (i) cash or (ii) a Letter of Credit.
“Disclosing Party” has the meaning set forth in Section 18.2. “Early Termination Date” has the meaning set forth in Section 11.2. “Economic Bid” has the meaning set forth in the CAISO Tariff. “Effective Date” has the meaning set forth on the Preamble. “Electrical Losses” means all transmission or transformation losses between the Facility and the Delivery Point.
“Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time. “Energy” means metered electrical energy, measured in MWh, that is generated by the Facility.
“Energy Only Deliverability Status” has the meaning set forth in the CAISO Tariff. “Energy Supply Bid” has the meaning set forth in the CAISO Tariff. “Event of Default” has the meaning set forth in Section 11.1. “Excess MWh” has the meaning set forth in Section 3.14(c). “Expected Commercial Operation Date” is the date set forth on the Cover Sheet by which Seller reasonably expects to achieve Commercial Operation. “Expected Construction Start Date” is the date set forth on the Cover Sheet by which Seller reasonably expects to achieve Construction Start. “Expected Energy” means the quantity of Energy that Seller reasonably expects to be able to deliver to Buyer during each Contract Year in the quantity specified on the Cover Sheet. 8 “Facility” means the solar photovoltaic generating facility described on the Cover Sheet and more fully in Exhibit A attached hereto, located at the Site and including mechanical equipment, associated facilities, and equipment required to deliver Energy to the Delivery Point; provided that Shared Facilities are not included.
“Facility Energy” means Buyer’s Fraction of the Energy during any Settlement Interval or Settlement Period, net of Electrical Losses and Station Use, as measured by Facility Meters. “Facility Meter” means the CAISO Approved Meter that will measure all Facility Energy.

Without limiting Seller’s obligation to deliver Facility Energy to the Delivery Point, each Facility Meter will be located, and Facility Energy will be measured, at the low voltage side of the main step-up transformer and will be subject to adjustment in accordance with CAISO meter requirements and Prudent Operating Practices to account for Electrical Losses and Station Use, as it impacts Delivered Energy.
“FERC” means the Federal Energy Regulatory Commission or any successor government agency.
“Floor Price” has the meaning set forth in Exhibit P.
“FMM” or “Fifteen-Minute Market” have the meaning set forth in the CAISO Tariff. “FMM Schedule” has the meaning set forth in the CAISO Tariff. “Force Majeure Event” has the meaning set forth in Section 10.1. “Forced Facility Outage” means an unexpected failure of one or more components of the Facility or any outage on the Transmission System that prevents Seller from generating Energy or making Facility Energy available at the Delivery Point and that is not the result of a Force Majeure Event.
“Form of Average Expected Energy Report” has the meaning set forth in Section 4.3(a). “Form of Monthly Delivery Forecast” has the meaning set forth in Section 4.3(b). “Forward Certificate Transfers” has the meaning set forth in Section 4.8(a). “Full Capacity Deliverability Status” has the meaning set forth in the CAISO Tariff. “Future Environmental Attributes” shall mean any and all generation, emissions, air quality or other environmental attributes other than Green Attributes or Renewable Energy Incentives under the RPS regulations and/or under any and all other international, federal, regional, state or other law, rule, regulation, bylaw, treaty or other intergovernmental compact, decision, administrative decision, program (including any voluntary compliance or membership program), competitive market or business method (including all credits, certificates, benefits, and emission measurements, reductions, offsets and allowances related thereto) that are attributable, now, or in the future, to the generation of electrical energy by the Facility. Future Environmental Attributes do not include investment tax credits or production tax credits associated with the construction or 9 operation of the Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation.
“Gains” means, with respect to the Non-Defaulting Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner, which economic benefit (if any) shall be deemed the gain (if any) to such Non-Defaulting Party represented by, (a) if Buyer is the Non-Defaulting Party, the positive difference between the present value of the payments required to be made during the remaining Contract Term of this Agreement and the present value of the payments that would be required to be made under any transaction(s) replacing this Agreement and (b) if Seller is the Non-Defaulting Party, the positive difference between the present value of the payments that would be required to be made under any transaction(s) replacing this Agreement and the present value of the payments required to be made during the remaining Contract Term of this Agreement. Factors used in determining the economic benefit to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term, and includes the value of Green Attributes. “Governmental Action” means any delay in the performance of Seller’s obligations hereunder arising out of any of the following affecting the delivery of solar PV modules, inverters, and medium voltage transformers required for the Project, notwithstanding the foreseeability at any time: expropriation, requisition, confiscation, seizure, detention or nationalization; export or import restrictions by any Governmental Authority; embargoes or sanctions; rationing or allocation, at the request or insistence of any Governmental Authority. “Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO; provided, however, that “Governmental Authority” shall not in any event include any Party. “Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Facility, and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (a) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (Sox), nitrogen oxides (Nox), carbon monoxide (CO) and other pollutants; (b) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by Law or laws, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (c) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tags are accumulated on a MWh basis and one Green 10 Tag represents the Green Attributes associated with one (1) MWh of Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) any other production tax credits associated with the construction or operation of the Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating and/or air quality permits. “Green Tag Reporting Rights” means the right of a purchaser of renewable energy to report ownership of accumulated “green tags” in compliance with and to the extent permitted by applicable Law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules. “Guaranteed Capacity” means the amount of generating capacity of the Facility, as measured in MW at the Delivery Point, set forth on the Cover Sheet, as the same may be adjusted pursuant to Exhibit B.
“Guaranteed Commercial Operation Date” means the Expected Commercial Operation Date, as such date may be extended by the Development Cure Period. “Guaranteed Construction Start Date” means the Expected Construction Start Date, as such date may be extended by the Development Cure Period. “Guaranteed Energy Production” means an amount of Energy, as measured in MWh, equal to eighty percent (80%) of the sum of the Expected Energy for the two (2) Contract Years in the applicable Performance Measurement Period.
“Guarantor” means, with respect to Seller, any Person that (a) Buyer does not already have any material credit exposure to under any other agreements, guarantees, or other arrangements at the time its Guaranty is issued, (b) is an Affiliate of Seller, or other third party reasonably acceptable to Buyer, (c) has a Credit Rating of BBB- or better from S&P or a Credit Rating of Baa3 or better from Moody’s or has a tangible net worth of at least One Hundred Million Dollars ($100,000,000), (d) is incorporated or organized in a jurisdiction of the United States and is in good standing in such jurisdiction, and (e) executes and delivers a Guaranty for the benefit of Buyer.
“Guaranty” means a guaranty from a Guarantor provided for the benefit of Buyer substantially in the form attached as Exhibit Q or in such other form and substance reasonably acceptable to Buyer.
“Imbalance Energy” means the amount of Energy, in any given Settlement Period or Settlement Interval, by which the amount of Facility Energy deviates from the amount of Scheduled Energy.
“Indemnifiable Loss(es)” has the meaning set forth in Section 16.1. 11 “Indemnified Party” has the meaning set forth in Section 16.1. “Indemnifying Party” has the meaning set forth in Section 16.1. “Initial Synchronization” means the initial delivery of Facility Energy to the Delivery Point.
“Installed Capacity” means the actual generating capacity of the Facility, as measured in MW(ac) at the Delivery Point, that achieves Commercial Operation, adjusted for ambient conditions on the date of the performance test, not to exceed the Guaranteed Capacity, as evidenced by a certificate substantially in the form attached as Exhibit I hereto provided by Seller to Buyer. “Interconnection Agreement” means the interconnection agreement entered into by Seller or an Affiliate pursuant to which the Facility will (a) be interconnected with the Transmission System and (b) will have capacity rights equal to or greater than the amount of the Guaranteed Capacity, and pursuant to which Seller’s Interconnection Facilities and any other Interconnection Facilities will be constructed, operated and maintained during the Contract Term. “Interconnection Facilities” means the interconnection facilities, control and protective devices and metering facilities required to connect the Facility with the Transmission System in accordance with the Interconnection Agreement.
“Interest Rate” has the meaning set forth in Section 8.2. “Inter-SC Trade” or “IST” has the meaning set forth in the CAISO Tariff. “ITC” means the investment tax credit established pursuant to Section 48 of the United States Internal Revenue Code.
“Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree, judgment, permit, tariff, or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Lender” means, collectively, any Person (i) providing senior or subordinated construction, interim, back leverage or long-term debt, equity or tax equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Facility, whether that financing or refinancing takes the form of private debt (including back-leverage debt), public debt, tax equity or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any equity or tax equity investor directly or indirectly providing financing or refinancing for the Facility or purchasing equity ownership interests of Seller or its Affiliates, and any trustee or agent acting on their behalf, (ii) providing interest rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the foregoing obligations, or (iii) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Facility. “Letter(s) of Credit” means one or more irrevocable, standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a Credit Rating of at least A- with an outlook designation of “stable” from S&P or A3 with an outlook designation 12 of “stable” from Moody’s, in a form substantially similar to the letter of credit set forth in Exhibit K.
“Licensed Professional Engineer” means an independent, professional engineer reasonably acceptable to Buyer, who is licensed in the State of California and has training and experience with facilities similar to the Facility.
“Locational Marginal Price” or “LMP” has the meaning set forth in the CAISO Tariff. “Losses” means, with respect to the Non-Defaulting Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner.

Factors used in determining economic loss to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non- Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term and must include the value of Green Attributes and Renewable Energy Incentives.
“Lost Output” has the meaning set forth in Section 4.7. “Managing Member” means the managing member in any tax equity, yieldco drop down or similar financing structure, so long as such managing member is responsible for administration of project agreements including this Agreement.
“Market Curtailment Period” has the meaning set forth in Exhibit P. “Market Price” means the Fifteen Minute Market Locational Marginal Price expressed in $/MWh at the Delivery Point for the specific interval. To the extent changes to the CAISO market rules eliminate a Fifteen Minute Market Locational Market Price at the Point of Delivery, then the Parties shall cooperate in good faith to select an alternate Market Price in order to preserve the mutually agreed-upon benefits, burdens, and obligations set forth in this Agreement as of the Effective Date.
“Milestones” means the development activities for significant permitting, interconnection, financing, and construction milestones set forth in the Cover Sheet. “Monthly Delivery Forecast” means the monthly forecast delivered by Seller pursuant to Section 4.3(b).
“Moody’s” means Moody’s Investors Service, Inc.
“MW” means megawatts measured in alternating current, unless expressly stated in terms of direct current.
13 “MWh” means megawatt-hour measured in alternating current, unless expressly stated in terms of direct current.
“Negative LMP” means, in any Settlement Period or Settlement Interval, the Fifteen Minute Market Price at the Facility’s PNode is less than zero dollars ($0). “Negative LMP Floor” means the Floor Price as defined in the Negative Pricing Bid Protocol given in Exhibit P.
“Negative Price Curtailment” is a curtailment of deliveries of Energy from the Facility to Buyer pursuant to the protocol for Negative Price Curtailment described in Exhibit P. “NERC” means the North American Electric Reliability Corporation or any successor entity performing similar functions.
“Network Upgrades” has the meaning set forth in the CAISO Tariff. “Non-Availability Charge” has the meaning set forth in the CAISO Tariff. “Non-Defaulting Party” has the meaning set forth in Section 11.2. “Notice” shall, unless otherwise specified in the Agreement, mean written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, facsimile or electronic messaging (e-mail).
“Notice of Claim” has the meaning set forth in Section 16.2(a). “Pacific Prevailing Time” means the prevailing standard time or daylight savings time, as applicable, in the Pacific time zone.
“Participating Transmission Owner” or “PTO” means an entity that owns transmission lines and associated facilities and/or has entitlements to use certain transmission lines and associated facilities where the Facility is interconnected. For purposes of this Agreement, the Participating Transmission Owner is set forth in Exhibit A. “Party” or “Parties” has the meaning set forth in the Preamble. “Performance Measurement Period” means each two (2) consecutive Contract Year period during the Delivery Term.
“Performance Security” means any of the following instruments, in the amount specified on the Cover Sheet and delivered and maintained in conformance with Section 8.8: (i) cash, (ii) a Letter of Credit, or (iii) a Guaranty.
“Performance Security End Date” has the meaning set forth in Section 8.8. “Permitted Transferee” means (i) any Affiliate of Seller or (ii) any entity that satisfies, or is controlled by another Person that satisfies, the following requirements:
14 (a) A tangible net worth of not less than one hundred fifty million dollars ($150,000,000) or a Credit Rating of at least BBB- from S&P, BBB- from Fitch, or Baa3 from Moody’s; and (b) At least two (2) years of experience in the ownership and operations of power generation facilities similar to the Facility or has retained a third-party with such experience to operate the Facility.
“Person” means an individual, corporation, sole proprietorship, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, governmental entity or other entity.
“Planned Outage” has the meaning set forth in Section 4.6(a). “PNode” has the meaning set forth in the CAISO Tariff.
“Portfolio Content Category” means PCC1, PCC2 or PCC3, as applicable. “Portfolio Content Category 1” or “PCC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(1), as may be amended from time to time or as further defined or supplemented by Law.
“Portfolio Content Category 2” or “PCC2” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(2), as may be amended from time to time or as further defined or supplemented by Law.
“Portfolio Content Category 3” or “PCC3” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(3), as may be amended from time to time or as further defined or supplemented by Law.
“Product” the meaning set forth on the Cover Sheet, and for avoidance of doubt is in each of the following cases from and associated with the Facility Energy and includes (i) Energy, (ii) Green Attributes including PCC1 Green Attributes, (iii) Ancillary Services, and (iv) any Future Environmental Attributes as applicable in accordance with Section 3.5. “Progress Report” means a progress report including the items set forth in Exhibit E. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable Laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric utility industry during the relevant time period with respect to grid-interconnected, utility-scale generating facilities with integrated storage in the Western United States, or (b) any of the practices, methods and acts which, in light of the facts 15 known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the industry with respect to grid-interconnected, utility-scale generating facilities with integrated storage in the Western United States. Prudent Operating Practice includes compliance with applicable Laws, applicable reliability criteria, and the criteria, rules and standards promulgated in the National Electric Safety Code and the National Electrical Code, as they may be amended or superseded from time to time, including the criteria, rules and standards of any successor organizations.
“PTC” means the production tax credit established pursuant to Section 45 of the Code. “PTC Rate” means the then-current rate for the PTCs ($/MWh) applicable to the Facility on an after-tax basis; provided that, the PTC Rate shall be $0/MWh to the extent the Facility is not then receiving any Production Tax Credits during the applicable period. Solely as an example, the current PTC Rate for solar projects that began construction as of the Effective Date, meet the prevailing wage test, and are not entitled to PTC adders is $27.50/MWh. “Qualified Buyer Assignee” means a third-party Person (a) whose long-term unsecured indebtedness is rated “BBB-” or higher by S&P Global Ratings or “Baa3” or higher by Moody’s Investors Service, Inc. and who is not on negative watch by S&P Global Ratings or Moody’s Investors Service, Inc., as applicable or (b) who is either the Eastside Power Authority or the City of Moreno Valley.
“Real-Time Forecast” means any Notice of any change to the Available Capacity or hourly expected Energy delivered by or on behalf of Seller pursuant to Section 4.4(d). “Real-Time Market” has the meaning set forth in the CAISO Tariff. “Real-Time Market Price” means the Resource-Specific Settlement Interval LMP defined in the CAISO Tariff. If there is more than one applicable Real-Time Price for the same period of time, Real-Time Price shall mean the price associated with the smallest time interval. “Receiving Party” has the meaning set forth in Section 18.2. “Remedial Action Plan” has the meaning in Section 2.4.
“Renewable Energy Credit” has the meaning set forth in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law.
“Renewable Energy Incentives” means: (a) all federal, state, or local Tax credits or other Tax benefits associated with the construction, ownership, or production of electricity from the Facility (including credits under Sections 38, 45, 46 and 48 of the Code); (b) any federal, state, or local grants, subsidies or other like benefits relating in any way to the Facility; and (c) any other form of incentive relating in any way to the Facility that are not a Green Attribute or a Future Environmental Attribute.
16 “Replacement Energy” has the meaning given in Exhibit G. “Replacement Green Attributes” has the meaning given in Exhibit G. “Replacement Product” has the meaning given in Exhibit G. “Resource ID” has the meaning set forth in the CAISO Tariff. “S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of The McGraw-Hill Companies, Inc.).
“Schedule” has the meaning set forth in the CAISO Tariff, and “Scheduled” and “Scheduling” have a corollary meaning.
“Scheduled Energy” means the Facility Energy that clears under the applicable CAISO market based on the final Day-Ahead Schedule, FMM Schedule (as defined in the CAISO Tariff), or any other financially binding Schedule, market instruction or dispatch for the Facility for a given period of time implemented in accordance with the CAISO Tariff. “Scheduled Maintenance” means a planned interruption or reduction of the Facility’s generation required for inspection, or preventive or corrective maintenance, in accordance with Prudent Operating Practice.
“Scheduling Coordinator” or “SC” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO Tariff, as amended from time to time. The Seller or an agent of Seller will be the Scheduling Coordinator for the Facility as set forth in the Cover Sheet.
“Security Interest” has the meaning set forth in Section 8.9. “Self-Schedule” has the meaning set forth in the CAISO Tariff. “Seller” has the meaning set forth on the Cover Sheet.
“Seller Permitted Party” means any actual or potential: (i) Lender, (ii) direct or indirect purchaser of all or any part of Seller or the Facility, (iii) engineering, procurement, and construction contractor, and (iv) operation and maintenance provider. “Seller’s WREGIS Account” has the meaning set forth in Section 4.8(a). “Settlement Amount” means the Non-Defaulting Party’s Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount shall be zero dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary or indirect or business interruption damages. 17 “Settlement Interval” has the meaning set forth in the CAISO Tariff. “Settlement Period” has the meaning set forth in the CAISO Tariff. “Shared Facilities” means the gen-tie lines, transformers, substations, switchyards, or other equipment, permits, contract rights, and other assets and property (real or personal), in each case, as necessary to enable delivery of Energy from the Facility (which is excluded from Shared Facilities) to the point of interconnection, including the Interconnection Agreement itself, that are used in common with third parties.
“Shared Facilities Agreement” has the meaning set forth in Section 6.3. “Site” means the real property on which the Facility is or will be located, as further described in Exhibit A, and as shall be updated by Seller at the time Seller provides an executed Construction Start Date certificate in the form of Exhibit J to Buyer. “Site Control” means that, for the Contract Term, Seller (or, prior to the Delivery Term, its Affiliate): (a) owns or has the option to purchase the Site; (b) is the lessee or has the option to lease the Site; or (c) is the holder of an easement or an option for an easement, right-of-way grant, or similar instrument with respect to the Site.
“SP-15” means the Existing Zone Generation Trading Hub for Existing Zone region SP 15 as set forth in the CAISO Tariff.
“Station Use” means:
(a) The Energy produced by the Facility that is used within the Facility to power the lights, motors, control systems and other electrical loads that are necessary for operation of the Facility; and
(b) The Energy produced by the Facility that is consumed within the Facility’s electric energy distribution system as losses.
“System Emergency” means any condition that requires, as determined and declared by CAISO or the PTO, automatic or immediate action to (i) prevent or limit harm to or loss of life or property, (ii) prevent loss of transmission facilities or generation supply in the immediate vicinity of the Facility, or (iii) to preserve Transmission System reliability. “Tax” or “Taxes” means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Contract Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. “Tax Credits” means the PTC, ITC, and any other state, local, and/or federal tax credit, depreciation benefit, tax deduction or investment tax credit specific to the production of renewable energy or investments in renewable energy facilities.
18 “Terminated Transaction” has the meaning set forth in Section 11.2. “Termination Payment” has the meaning set forth in Section 11.3. “Test Energy” means the Facility Energy delivered (a) commencing on the later of (i) the first date that the CAISO informs Seller in writing that Seller may deliver Facility Energy to the CAISO, (ii) the first date that the PTO informs Seller in writing that Seller has conditional or temporary permission to parallel, and (iii) the end of the Bridge Product Delivery Term and (b) ending upon the occurrence of the Commercial Operation Date. “Test Energy Rate” has the meaning set forth in Section 3.6. “Transmission Provider” means any entity or entities transmitting or transporting the Facility Energy on behalf of Seller or Buyer to or from the Delivery Point. “Transmission System” means the transmission facilities operated by the CAISO, now or hereafter in existence, which provide energy transmission service downstream from the Delivery Point.
“Ultimate Parent” means Clearway Energy Group LLC or Clearway Energy, Inc., or any successor ultimate parent of Seller that is approved by Buyer in accordance with Article 14. “Variable Energy Resource” or “VER” has the meaning set forth in the CAISO Tariff. “Variable Energy Resource Forecast” or “VER Forecast” means, for a given period, the final forecast of the Energy to be produced by the Facility prepared by the CAISO pursuant to the CAISO Tariff.
“WECC” means the Western Electricity Coordinating Council or its successor. “WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate Deficit” has the meaning set forth in Section 4.8(e). “WREGIS Certificates” has the same meaning as “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard.
“WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of January 4, 2021, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

1.2Rules of Interpretation. In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; 19 (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement, including this Agreement shall mean such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the term “including” means “including without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided; (h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars, and references to a LMP shall mean the LMP at the Delivery Point unless expressly provided otherwise;
(k) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(l) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
20 ARTICLE 2
TERM; CONDITIONS PRECEDENT

2.1Contract Term.
(a) The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the conclusion of the Delivery Term, subject to any early termination provisions set forth herein (“Contract Term”); provided, however, that subject to Buyer’s obligations in Section 3.6, Buyer’s obligations to pay for or accept any Product are subject to Seller’s completion of the conditions precedent pursuant to Section 2.2. (b) Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The confidentiality obligations of the Parties under Article 18 and all indemnity and audit rights shall remain in full force and effect for three (3) years following the termination of this Agreement.

2.2Conditions Precedent. The Delivery Term shall not commence until Seller completes each of the following conditions:
(a) Seller shall have delivered to Buyer a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit I setting forth the Installed Capacity on the Commercial Operation Date;
(b) A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer;
(c) An Interconnection Agreement between Seller and the PTO shall have been executed and delivered and be in full force and effect, and a copy of the Interconnection Agreement delivered to Buyer;
(d) All required regulatory authorizations, approvals and permits for the operation of the Facility have been obtained (or if not obtained, applied for and reasonably expected to be received within ninety (90) days) and all required conditions thereof that are capable of being satisfied on the Commercial Operation Date for commencement of operation of the Facility have been satisfied and shall be in full force and effect; (e) Seller has received CEC Precertification of the Facility (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (f) Seller (with the reasonable participation of Buyer) shall have completed (or, for items normally occurring after commercial operation of the Facility, expects to timely complete) all applicable WREGIS registration requirements, including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with 21 WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system;
(g) Seller has delivered the Performance Security to Buyer in accordance with Section 8.8; and
(h) Seller has paid Buyer or authorized Buyer to draw on the Development Security for all amounts owing under this Agreement, if any, including Construction Delay Damages and Commercial Operation Delay Damages.

2.3Development; Construction; Progress Reports. Within fifteen (15) days after the close of (i) each calendar quarter from the first calendar quarter following the Effective Date until the Construction Start Date, and (ii) each calendar month from the first calendar month following the Construction Start Date until the Commercial Operation Date, Seller shall provide to Buyer a Progress Report and agree to regularly scheduled meetings between representatives of Buyer and Seller to review such monthly reports and discuss Seller’s construction progress. The form of the Progress Report is set forth in Exhibit E. Seller shall also provide Buyer with any reasonable requested documentation (subject to confidentiality restrictions) directly related to the achievement of Milestones within ten (10) Business Days of receipt of such request by Seller. For the avoidance of doubt, as between Seller and Buyer, Seller is solely responsible for the design and construction of the Facility, including the location of the Site, obtaining all permits and approvals to build the Facility, the Facility layout, and the selection and procurement of equipment comprising the Facility.

2.4Remedial Action Plan. If Seller misses three (3) or more Milestones, or misses any one (1) by more than ninety (90) days, except as the result of a Force Majeure Event or Buyer’s Default, Seller shall submit to Buyer, within ten (10) Business Days of either the third such missed Milestone or the end of the ninety (90) day period for any single uncompleted Milestone, a remedial action plan (“Remedial Action Plan”), which will describe in detail any delays (actual or anticipated) beyond the scheduled Milestone dates, including the cause of the delay (e.g., governmental approvals, financing, property acquisition, design activities, equipment procurement, project construction, interconnection, or any other factor), Seller’s detailed description of its proposed course of action to achieve the missed Milestones and all subsequent Milestones by the Guaranteed Commercial Operation Date; provided, that delivery of any Remedial Action Plan shall not relieve Seller of its obligation to provide Remedial Action Plans with respect to any subsequent Milestones and to achieve the Guaranteed Commercial Operation Date in accordance with the terms of this Agreement. Subject to the provisions of Exhibit B, so long as Seller complies with its obligations under this Section 2.4, Seller shall not be considered in default of its obligations under this Agreement solely as a result of missing any Milestone.

2.5Termination Prior to the Commercial Operation Date. If Seller determines in its commercially reasonable discretion that either (a) it is no longer economically feasible for the Facility to achieve Commercial Operation or (b) the Facility will not be able to achieve Commercial Operation by the date that is one hundred and eighty (180) days after the Guaranteed Commercial Operation Date, the Seller will have the right, but not the obligation, to terminate this Agreement (the “Seller Termination Right”). Prior to exercising the Seller Termination Right, Seller shall provide Notice to Buyer of its intent to exercise such Seller Termination Right. 22 Following such Notice, Seller and Buyer shall discuss in good faith any amendments to this Agreement reasonably requested by Seller to address the events, circumstances, or causes giving rise to the Seller Termination Right. Prior to the exercise of the Seller Termination Right, Seller shall provide Notice to Buyer of a written proposal with the final material terms and conditions it seeks to include in any potential amendment to this Agreement in order to avoid exercising the Seller Termination Right (the “Seller Pre-Termination Offer Terms”). The Seller Pre- Termination Offer Terms may include, but are not limited to, adjustments to the Contract Price, the Milestones (except related to Bridge Product), and any other terms included in this Agreement, and may include additional benefits to Buyer, as determined by Seller in its commercially reasonable discretion. Seller shall not exercise the Seller Termination Right upon less than thirty (30) days’ Notice after delivery of the Seller Pre-Termination Offer Terms, or so long as the Parties are continuing to negotiate a proposed amendment in good faith, not to exceed sixty (60) days.

Seller shall satisfy its Bridge Product obligations under Section 3.15 prior to exercising the Seller Termination Right. Thereafter, if Seller exercises the Seller Termination Right, then Seller shall owe Buyer the Damage Payment plus any accrued and unpaid Construction Delay Damages and Commercial Operation Delay Damages, subject to Section 11.7, and payment of such amount shall constitute liquidated damages and, subject to Seller’s obligations set forth in Section 2.6, Buyer’s sole and exclusive remedy for the termination of this Agreement. Upon such termination and payment by Seller in accordance with this Section 2.5, neither Party will have any further liability to the other under this Agreement, save and except for those obligations set forth in Sections 2.1(b),

2.6 and 3.15, and Buyer shall promptly return to Seller any Development Security then held by Buyer.

2.6 Right of First Offer. If Seller exercises the Seller Termination Right, for a period of sixty (60) days following the effective date of Seller’s termination of this Agreement, neither Seller nor Seller’s Affiliates may agree, or enter into an agreement, to sell or deliver all of the Product to a party other than Buyer unless either (a) the terms and conditions of such sale are materially no more favorable to such party than the Seller Pre-Termination Offer Terms, as determined by Seller in its commercially reasonable discretion, or (b) (i) Seller or a Seller Affiliate has provided Buyer with a written offer to sell all of the Product to Buyer on terms and conditions that are materially no less favorable than what Seller or Seller’s Affiliates intend to agree to with a party other than Buyer (the “Offer”), and (ii) either (1) Buyer rejects the Offer or Buyer has not provided within ten (10) Business Days of Buyer’s receipt thereof a written acceptance of such Offer, or (2) Buyer delivers to Seller within ten (10) Business Days of Buyer’s receipt of the Offer a written acceptance of such Offer, which acceptance shall be subject to finalization and execution of a binding agreement by both Parties incorporating the terms of the Offer and any other provisions or amendments that are mutually acceptable to the Parties, but the Parties have not executed a binding agreement incorporating the terms of the Offer within forty-five (45) days after Buyer’s receipt of the Offer. Buyer’s rights pursuant to this Section 2.6 are limited to offers by Seller and Seller’s Affiliates to sell or deliver all of the Product under this Agreement. Seller and Seller’s Affiliates may, in its commercially reasonable discretion, enter into transactions with third parties for a portion of the Product without violating the terms of this Section 2.6. 23 ARTICLE 3

PURCHASE AND SALE

3.1Purchase and Sale of Product. Subject to the terms and conditions of this Agreement, during the Delivery Term, Buyer will purchase Buyer’s Fraction of the Product produced by the Facility at the Contract Price and in accordance with Section 3.14, Seller shall sell and deliver to Buyer the Buyer’s Fraction of all such Product produced by the Facility (net of applicable losses). At its sole discretion, Buyer may during the Delivery Term re-sell or use for another purpose all or a portion of the Product, after title and risk of loss thereto has been transferred to Buyer, provided that no such resale or use shall relieve Buyer of any of obligations hereunder. During the Delivery Term, Buyer will have exclusive rights to offer, bid, or otherwise submit the Product, or any component thereof, from the Facility after the Delivery Point for resale in the market, and retain and receive any and all related revenues. In no event shall Seller have the right to procure any element of the Product from sources other than the Facility for sale or delivery to Buyer under this Agreement, except with respect to Replacement Product. Subject to Buyer’s obligation to purchase Product in accordance with this Section 3.1 and Section 3.14, Buyer has no obligation to pay Seller for any Product that is not delivered to the Delivery Point as a result of any circumstance, is not associated with Buyer’s Fraction of the Facility, or where the associated Facility Energy is not or cannot be delivered to the Delivery Point, including as a result of an outage of the Facility, a Force Majeure Event, or a Curtailment Order.

3.2Sale of Green Attributes. During the Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase and receive from Seller, Buyer’s Fraction of Green Attributes attributable to the Facility Energy generated by the Facility. Seller shall also sell and deliver to Buyer, and Buyer shall purchase and receive from Seller, Buyer’s Fraction of Green Attributes associated with Test Energy generated by the Facility.

3.3Imbalance Energy. Buyer and Seller recognize that in any given Settlement Period there may be Imbalance Energy. To the extent there is any Imbalance Energy, whether positive or negative, any and all costs, liabilities, revenue and payments related to such Imbalance Energy shall be for the account of Seller.

3.4Ownership of Renewable Energy Incentives. Seller shall have all right, title, and interest in and to all Renewable Energy Incentives. Buyer acknowledges that any Renewable Energy Incentives belong to Seller. If any Renewable Energy Incentives, or values representing the same, are initially credited or paid to Buyer, Buyer shall cause such Renewable Energy Incentives or values relating to the same to be assigned or transferred to Seller without delay.

Buyer shall reasonably cooperate with Seller, at Seller’s sole expense, in Seller’s efforts to meet the requirements for any certification, registration, or reporting program relating to Renewable Energy Incentives.

3.5Future Environmental Attributes.
(a) The Parties acknowledge and agree that as of the Effective Date, environmental attributes sold under this Agreement are restricted to Green Attributes; however, Future Environmental Attributes may be created by a Governmental Authority through Laws enacted after the Effective Date. Subject to the final sentence of this Section 3.5(a) and Sections 24 3.5(b) and 3.11, in such event, Buyer shall bear all costs associated with the transfer, qualification, verification, registration and ongoing compliance for Buyer’s Fraction of such Future Environmental Attributes, but there shall be no increase in the Contract Price. Upon Seller’s receipt of Notice from Buyer of Buyer’s intent to claim such Future Environmental Attributes, the Parties shall determine the necessary actions and additional costs associated with such Future Environmental Attributes. Seller shall have no obligation to alter the Facility unless the Parties have agreed on all necessary terms and conditions relating to such alteration and Buyer has agreed to reimburse Seller for all costs, losses, and liabilities associated with such alteration. (b) If Buyer elects to receive Future Environmental Attributes pursuant to Section 3.5(a), the Parties agree to negotiate in good faith with respect to the development of further agreements and documentation necessary to effectuate the transfer of Buyer’s Fraction of such Future Environmental Attributes, including agreement with respect to (i) appropriate transfer, delivery and risk of loss mechanisms, and (ii) appropriate allocation of any additional costs to Buyer, as set forth above); provided, that the Parties acknowledge and agree that such terms are not intended to alter the other material terms of this Agreement.

3.6Test Energy. No less than fourteen (14) days prior to the first day on which Test Energy is expected to be available from the Facility, Seller shall notify Buyer of the availability of the Test Energy. If and to the extent the Facility generates and delivers Test Energy, Seller shall sell and Buyer shall purchase from Seller Buyer’s Fraction of all Test Energy and any associated Products on an as-available basis. As compensation for any such Test Energy and associated Product, Buyer shall remit to Seller an amount (“Test Energy Rate”) for each MWh of Test Energy equal to: (a) for up to ninety (90) days from the first delivery of Test Energy, an amount calculated in accordance with Section 3.14(a)(i), provided that only seventy five percent (75%) of the Contract Price shall apply; and (b) from the ninety-first (91st) day after the first delivery of Test Energy until the Commercial Operation Date, an amount calculated in accordance with Section 3.14(a)(i), provided that only fifty percent (50%) of the Contract Price shall apply. For the avoidance of doubt, the conditions precedent in Section 2.2 are not applicable to the Parties’ obligations under this Section 3.6.

3.7Capacity Attributes. Seller may in its discretion elect to request Full Capacity Deliverability Status in the CAISO generator interconnection process. At a minimum, Seller will obtain and maintain Energy Only Deliverability Status for the Facility, or otherwise be equivalently authorized by the CAISO and Governmental Authorities to deliver Product to Buyer, throughout the Delivery Term. As between Buyer and Seller, (a) Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status, and (b) Seller shall have sole claim and all right, title, and interest in and to Capacity Attributes and Seller may keep such Capacity Attributes for its own account or sell them to third parties, all in Seller’s sole discretion.

3.8[Reserved].

3.9CEC Certification and Verification. Subject to Section 3.11, Seller shall take all necessary steps including, but not limited to, making or supporting timely filings with the CEC to obtain and maintain CEC Precertification and CEC Certification and Verification for the Facility, including compliance with all applicable requirements for certified facilities set forth in the current 25 version of the RPS Eligibility Guidebook (or its successor). Seller shall obtain CEC Precertification by the Commercial Operation Date. Within thirty (30) days after the Commercial Operation Date, Seller shall apply with the CEC for CEC Certification and Verification. Within one hundred eighty (180) days after the Commercial Operation Date, and subject to Section 3.11, Seller shall obtain and maintain throughout the remainder of the Delivery Term the CEC Certification and Verification. Seller must promptly notify Buyer and the CEC of any changes to the information included in Seller’s application for CEC Precertification or CEC Certification and Verification for the Facility.

3.10California Renewables Portfolio Standard.
(a) Eligibility. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Facility qualifies and is certified by the CEC as an Eligible Renewable Energy Resource as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Facility’s electric energy output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in Law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in Law. As used in this Section

3.10(a), “certified by the CEC” means the Facility has received CEC Certification and Verification.
(b) Transfer of Renewable Energy Credits. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, and as may be subsequently modified by any applicable Governmental Authority or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (c) Tracking of RECs in WREGIS. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in WREGIS will be taken prior to the first delivery under this Agreement.

3.11Change in Law
(a) The Parties acknowledge that an essential purpose of this Agreement is to provide renewable generation that meets the requirements of the California Renewables Portfolio Standard, and that this Agreement is being used by Buyer to comply with mandatory procurement obligations of the CEC, and that Governmental Authorities, including the CEC, CPUC (if applicable to Buyer), CAISO and WREGIS, may undertake actions from time to time to implement a change in Law. Seller agrees to use commercially reasonable efforts to cooperate with Buyer with respect to any subsequently requested changes, modifications, or amendments to this Agreement needed to satisfy requirements of Governmental Authorities associated with changes in Law, including changes, modifications, or amendments to this Agreement to: (i) amend the Agreement to reflect any mandatory contractual language required by Governmental Authorities, 26 including changes to the definition of Green Attributes; (ii) require submission of any reports, data, or other information required by Governmental Authorities; (iii) provide additional documentation or information to respond to data requests from the Governmental Authorities; (iv) satisfy new compliance requirements of Governmental Authorities; or (v) take any other actions that may be requested by Buyer to assure that the Generating Facility is an Eligible Renewable Energy Resource under the California Renewables Portfolio Standard; provided that Seller shall have no obligation to modify this Agreement, or take other actions not required under this Agreement, if such modifications or actions would materially adversely affect, or could reasonably be expected to have or result in a material adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement.
(b) If a change in Laws occurring after the Effective Date has increased Seller’s known or reasonably expected costs and expenses to comply with Seller’s obligations under this Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product (any action required to be taken by Seller to comply with such change in Law, a “Compliance Action”), then the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required to bear during the Delivery Term to comply with all such Compliance Actions shall be capped at Buyer’s Fraction multiplied by Twenty Five Thousand Dollars ($25,000) per MW of Guaranteed Capacity in aggregate over the Contract Term (“Compliance Expenditure Cap”).
(c) If Seller reasonably anticipates the need to incur costs and expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall provide Notice to Buyer of such anticipated costs and expenses. (d) Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all of the costs that exceed the Compliance Expenditure Cap (such costs and expenses (including lost production, if any), the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions. (e) If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall complete the Compliance Actions covered by such Accepted Compliance Costs as agreed upon by the Parties, provided that under no circumstances shall Seller be obligated to incur costs and expenses in excess of the Accepted Compliance Costs that have been agreed to be reimbursed by Buyer.

3.12Project Configuration. In order to optimize the benefits of the Facility, Buyer and Seller each agree that if requested by the other Party, then Buyer and Seller will discuss in good faith potential reconfiguration of the Facility or Interconnection Facilities, including to facilitate the use of energy storage at the Site; provided that neither Party shall be obligated to agree to any changes under this Agreement, or to incur any unreimbursed expense in connection with such changes, except under terms mutually acceptable to both Parties as set forth in a written agreement.

For clarity, subject to Section 6.3 regarding the use of Shared Facilities, this Agreement does not restrict the installation by Seller’s Affiliates of energy storage not requiring reconfiguration of the Facility or any changes to this Agreement; so long as such installation does not impact the Expected Energy and Delivered Energy assurances provided under this Agreement, modify the 27 hours on which Delivered Energy is expected to be provided (as expressed in Exhibit D), or otherwise materially impact the performance of the Facility.

3.13[Reserved].

3.14Compensation. Buyer shall compensate Seller each month for the Product in each Settlement Interval in the month in accordance with this Section 3.14 (the “Monthly Energy Payment”).
(a) Buyer shall pay Seller the Contract Price for each MWh of Product, as measured by the amount of Facility Energy plus Deemed Delivered Energy, if any, subject to payment calculations in this Section 3.14, up to one hundred fifteen percent (115%) of the Expected Energy for such Contract Year.
(i) The amount payable for each Settlement Interval shall be calculated as follows: for each Settlement Interval, the Monthly Energy Payment will be calculated as the sum of (Delivered Energy * Market Price) (the “Market Payment”) minus (Delivered Energy * Contract Price) (the “Contract Payment”):
(A) If the Monthly Energy Payment is greater than Zero Dollars ($0), the Seller will pay the Buyer the Monthly Energy Payment; (B) If the Monthly Energy Payment at the Delivery Point is less than Zero Dollars ($0), the Buyer will pay the Seller the absolute value of the Monthly Energy Payment;
(C) The Parties agree to follow the written protocol for Negative Price Curtailment as set forth in Exhibit P attached hereto. The Seller will deliver Energy and related Products to the Buyer during negative pricing conditions so long as the negative LMP is not less than the Negative LMP Floor, and the Buyer will pay for such energy as described in Exhibit P. If the negative LMP is less than the Negative LMP Floor, the Seller will curtail delivery of energy during such period, such period will be a Market Curtailment Period (except to the extent such period is subject to a Planned Outage, Forced Facility Outage, Force Majeure Event and/or Curtailment Order), and during such Market Curtailment Period, subject to the Curtailment Cap Buyer shall pay Seller the sum of (a) the Contract Price and (b) PTC Rate multiplied by the amount of energy (in MWh) that Seller would have delivered to Buyer pursuant to the terms of this Agreement. (D) During the Delivery Term, Seller shall receive no
compensation from Buyer for Curtailed Energy or Facility Energy that is delivered in violation of a Curtailment Order.
(b) If during any Settlement Interval, Seller delivers Product in amounts, as measured by the amount of Facility Energy, in excess of the product of the Installed Capacity and the duration of the Settlement Interval, expressed in hours (“Excess MWh”), then the price applicable to all such Excess MWh in such Settlement Interval shall be zero dollars ($0). 28 (c) Notwithstanding the foregoing, if, at any point in any Contract Year, the amount of Facility Energy, plus Deemed Delivered Energy, exceeds one hundred fifteen percent (115%) of the Expected Energy for such Contract Year, the price to be paid for additional Facility Energy or Deemed Delivered Energy shall be zero dollars per MWh ($0.00/MWh). (d) Test Energy is compensated in accordance with Section 3.6 and Bridge Product is compensated in accordance with Section 3.15. (e) The Parties agree that neither the Contract Price nor the Test Energy Rate are subject to adjustment or amendment if Seller fails to receive any Tax Credits, or if any Tax Credits expire, are repealed or otherwise cease to apply to Seller or the Facility in whole or in part, or Seller or its investors are unable to benefit from any Tax Credits. Seller shall bear all risks, financial and otherwise, throughout the Contract Term, associated with Seller’s or the Facility’s eligibility to receive Tax Credits or to qualify for accelerated depreciation for Seller’s accounting, reporting or Tax purposes. The obligations of the Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller’s obligation to deliver Energy and other Product, shall be effective regardless of whether the sale of Energy is eligible for, or receives Tax Credits during the Contract Term.

3.15Bridge Product. In addition to the Parties’ rights and obligations under this Agreement with respect to the Facility, Seller agrees to use commercially reasonable efforts to identify, source, and deliver in accordance with this Agreement and Buyer agrees to purchase the following qualifying bundled Portfolio Content Category 1 renewable energy product, including the energy, associated PCC1 green attributes, and the associated PCC1 Renewable Energy Credit (the PCC1 renewable energy product together, the “Bridge Product”) in accordance with the following terms and conditions:
(a) The “Bridge Product Delivery Term” shall commence on January 1, 2024 (“Delivery Start Date”) and end on December 31, 2024 (the “Delivery Cessation Date”); provided that the Bridge Product Delivery Term shall be extended solely for the purpose of transferring the WREGIS Certificates associated with the Bridge Product Delivered to Buyer prior to the Delivery Cessation Date.
(b) The “Contract Quantity of Bridge Product” for the Bridge Product Delivery Term is equal to Buyer’s Fraction multiplied by 30,000 MWh. The Bridge Product shall be provided to Buyer through transfers of WREGIS Certificates on or before the Delivery Cessation Date.
(c) For any Bridge Product generated at the Facility, Buyer shall pay Seller for the Bridge Product at the Contract Price per delivered MWh of Bridge Product up to the Contract Quantity of Bridge Product, with compensation provided in accordance with Section 3.14, provided that Buyer’s payment per delivered MWh of Bridge Product shall not exceed the Contract Price. For any Bridge Product generated from another facility, Buyer shall compensate Seller for the Bridge Product at a total of forty dollars ($40) per MWh delivered to Buyer until Buyer’s total Bridge Product received under this Agreement is at the Contract Quantity of Bridge Product. The Parties agree to update Exhibit C in a mutually agreeable manner to include any facilities used for the Bridge Product that are not the Facility.
29 (d) If Seller notifies Buyer on or before May 1, 2024 (“Delivery Confirmation Date”) that Seller cannot provide all or any quantity of the Bridge Product despite commercially reasonable efforts, then, as of January 1, 2024, Buyer shall purchase all Bridge Product made available by Seller and is authorized by Seller to procure any remaining quantity of Bridge Product as replacement for Buyer’s own account and at Buyer’s own cost. For clarity, Seller shall not be responsible for any of Buyer’s internal or third-party costs associated with Buyer’s procurement of Bridge Product which Seller, despite the exercise of commercially reasonable efforts, is unable to deliver to Buyer.
(e) Other terms and conditions regarding the Bridge Product:
(i) The Bridge Product shall meet the RPS compliance
requirements provided under California law, including the requirements for Portfolio Content Category 1 as set forth in California Public Utilities Code Section 399.16(b)(1)(A), as well the RPS laws, regulations, and requirements of applicable Governmental Authorities, including the Division 2, Chapter 13 of the California Code of Regulations. (ii) This Bridge Product is intended to qualify as a long-term contract pursuant to California Public Utilities Code Section 399.13(b)(1) and Division 2, Chapter 13 of the California Code of Regulations.
(iii) Seller, or its designated scheduling coordinator, will perform all scheduling requirements applicable to the Bridge Product at Seller’s cost. All scheduling shall be performed consistent with all applicable CAISO and WECC prevailing protocols.

ARTICLE 4

OBLIGATIONS AND DELIVERIES

4.1Delivery.
(a) Energy. Subject to the provisions of this Agreement, commencing on the Commercial Operation Date through the end of the Contract Term, Seller shall supply and deliver the Product to Buyer at the Delivery Point, and Buyer shall take delivery of the Product at the Delivery Point in accordance with the terms of this Agreement. Seller will be responsible for paying or satisfying when due any costs or charges imposed in connection with the delivery of Facility Energy to the Delivery Point, including without limitation, Station Use, Electrical Losses, and any operation and maintenance charges imposed by the Transmission Provider directly relating to the Facility’s operations. Subject to the provisions of this Agreement, Buyer shall be responsible for costs, charges, and penalties, if any, imposed in connection with the delivery of Facility Energy at and after the Delivery Point, including without limitation transmission costs and transmission line losses and imbalance charges. The Facility Energy will be scheduled to the CAISO by Seller (or Seller’s designated Scheduling Coordinator) in accordance with Section 4.5. (b) Green Attributes. Buyer’s Fraction of all Green Attributes associated with the Facility during the Delivery Term are exclusively dedicated to and vested in Buyer. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Facility, and Seller agrees to convey and hereby conveys Buyer’s Fraction of all such Green Attributes to Buyer as included in the delivery of the Product from the Facility. 30 4.2Title and Risk of Loss.
(a) Energy. Title to and risk of loss related to the Facility Energy shall pass and transfer from Seller to Buyer at the Delivery Point. Seller warrants that all Product delivered to Buyer is free and clear of all liens, security interests, claims and encumbrances of any kind. (b) Green Attributes. Title to and risk of loss related to the Green Attributes shall pass and transfer from Seller to Buyer upon the transfer of such Green Attributes in accordance with WREGIS.

4.3Forecasting. Seller shall provide the forecasts described below at its sole expense and in a format reasonably acceptable to Buyer (or Buyer’s designee). Seller shall use reasonable efforts to provide forecasts that are accurate and, to the extent not inconsistent with the requirements of this Agreement, shall prepare such forecasts, or cause such forecasts to be prepared, in accordance with Prudent Operating Practices. (a) Annual Forecast of Expected Facility Energy. No less than forty-five (45) days before (i) the first day of the first Contract Year of the Delivery Term and (ii) the beginning of each calendar year for every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer or Buyer’s designee (if applicable) a non-binding forecast of each month’s average-day expected Facility Energy, by hour, for the following calendar year in a form reasonably acceptable to Buyer that is substantially similar to the table found in Exhibit F-1 (“Form of Average Expected Energy Report”), or as reasonably requested by Buyer. (b) Monthly Forecast of Facility Energy. No less than thirty (30) days before the beginning of Commercial Operation, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer or Buyer’s designee (if applicable) a non-binding forecast of the hourly expected Facility Energy for each day of the following month in a form substantially similar to the table found in Exhibit F-2 (“Form of Monthly Delivery Forecast”)
(c) Day-Ahead Forecast. If requested by Buyer, by 5:30 AM Pacific Prevailing Time on the Business Day immediately preceding the date of delivery, or as otherwise specified by Buyer consistent with Prudent Operating Practice, Seller shall provide Buyer or Buyer’s designee (if applicable) with a non-binding forecast of the hourly expected Facility Energy for each hour of the immediately succeeding day (“Day-Ahead Forecast”). A Day-Ahead Forecast provided in a day prior to any non-Business Day(s) shall include non-binding forecasts for the immediate day, each succeeding non-Business Day, and the next Business Day. Each Day-Ahead Forecast shall clearly identify, for each hour, Seller’s best estimate of the hourly expected Facility Energy.
(d) Real-Time Forecasts. During the Delivery Term, if requested by Buyer, Seller shall notify Buyer of any changes from the Day-Ahead Forecast of one (1) MW or more in Available Capacity or hourly expected Energy, in each case whether due to Forced Facility Outage, Force Majeure or other cause, as soon as reasonably possible, but no later than one (1) hour prior to the deadline for submitting Schedules to the CAISO in accordance with the rules for participation in the Real-Time Market. If the Available Capacity changes by at least one (1) MW 31 as of a time that is less than one (1) hour prior to the Real-Time Market deadline, but before such deadline, then Seller must notify Buyer as soon as reasonably possible. Such Real-Time Forecasts of Energy shall be provided by an Approved Forecast Vendor and shall contain information regarding the beginning date and time of the event resulting in the change in Available Capacity, the expected end date and time of such event, the expected Available Capacity in MW, and any other information required by the CAISO or reasonably requested by Buyer. With respect to any Forced Facility Outage, Seller shall use commercially reasonable efforts to notify Buyer of such outage within ten (10) minutes of the commencement of the Forced Facility Outage. Seller shall inform Buyer of any developments that will affect either the duration of such outage or the availability of the Facility during or after the end of such outage. These Real-Time Forecasts shall be communicated in a method acceptable to Buyer; provided that Buyer specifies the method no later than sixty (60) days prior to the effective date of such requirement. In the event Buyer fails to provide Notice of an acceptable method for communications under this Section 4.4(d), then Seller shall send such communications by telephone and e-mail to Buyer. (e) Forced Facility Outages. Notwithstanding anything to the contrary herein, Seller shall promptly notify the on-duty Scheduling Coordinator of Forced Facility Outages and Seller shall keep Buyer informed of any developments that will affect either the duration of the outage or the availability of the Facility during or after the end of the outage. (f) Forecasting Penalties. If Seller incurs a loss or penalty resulting from its scheduling activities with respect to the Facility, Seller will be responsible for such loss or penalty. (g) CAISO Tariff Requirements. Subject to the limitations expressly set forth in Section 3.11, to the extent such obligations are applicable to the Facility, Seller will comply with all applicable obligations for Variable Energy Resources under the CAISO Tariff and the Eligible Intermittent Resource Protocol, including providing appropriate operational data and meteorological data, and will fully cooperate with Buyer and CAISO, in providing all data, information, and authorizations required thereunder.

4.4Dispatch Down/Curtailment.
(a) General. Seller agrees to reduce the amount of Facility Energy produced by the Facility and delivered to the Delivery Point, by the amount and for the period set forth in any Curtailment Order.
(b) [Reserved].
(c) Failure to Comply. Subject to Section 4.4(a), if Seller fails to comply with a Curtailment Order, then, for each MWh of Facility Energy that is delivered by the Facility to the Delivery Point in contradiction to the Curtailment Order, Seller shall pay Buyer for each such MWh at an amount equal to the amount, if any, paid to Seller by Buyer for delivery of such excess MWh.
(d) Seller Equipment Required for Curtailment Instruction Communications.

Subject to the last sentence of this Section 4.4.(d), Seller shall acquire, install, and maintain such facilities, communications links and other equipment, and implement such protocols and practices, as necessary to respond and follow instructions, including an electronic signal conveying real time 32 and intra-day instructions, to operate the Facility in accordance with this Agreement or a Governmental Authority, including to implement a Curtailment Order in accordance with the then- current methodology used to transmit such instructions as it may change from time to time. If at any time during the Delivery Term Seller’s facilities, communications links or other equipment, protocols or practices are not in compliance with then-current methodologies, Seller shall take the steps necessary to become compliant as soon as reasonably possible. Seller shall be liable pursuant to Section 4.4(c) for failure to comply with a Curtailment Order, during the time that Seller’s facilities, communications links or other equipment, protocols or practices are not in compliance with then-current methodologies. For the avoidance of doubt, a Curtailment Order communication via such systems and facilities shall have the same force and effect on Seller as any other form of communication. If Seller is directed by Buyer to install or implement facilities, communications links or other equipment, protocols or practices facilities pursuant to this Section 4.4(d) that are not otherwise required for the Facility pursuant to the CAISO Tariff or reasonably necessary for communication between Buyer and Seller, then the installation or implementation of such facilities, communications links or other equipment, protocols or practices facilities will be deemed Compliance Actions subject to the Compliance Expenditure Cap as set forth in Section

3.11. 4.5Scheduling Coordinator Responsibilities.
(a) Seller as Scheduling Coordinator for the Facility. Upon Initial Synchronization of the Facility to the CAISO Grid and during the Delivery Term, Seller shall be the Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the CAISO for the Facility for both the delivery and the receipt of the Test Energy, if any, and applicable Products at the Delivery Point. Seller shall schedule or cause to be scheduled the Product in accordance with, and shall at all times comply with, all applicable CAISO requirements and scheduling protocols, WECC scheduling practices, and Prudent Operating Practice. Seller shall submit economic offers to CAISO into the Day-Ahead Market or Real-Time Market consistent with CAISO rules on economic bidding. At least thirty (30) days prior to the Initial Synchronization of the Facility to the CAISO Grid and prior to the generation of Test Energy, (i) Buyer shall take all actions and execute and deliver to Seller all documents necessary to authorize or designate Seller’s designated agent as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid, and (ii) Seller shall, and shall cause its designee to, take all actions and execute and deliver to the CAISO all documents necessary to authorize or designate Seller or its designee as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid. On and after Initial Synchronization of the Facility to the CAISO Grid, Seller shall not authorize or designate any other party to act as the Facility’s Scheduling Coordinator unless agreed to by Buyer, or upon the expiration or earlier termination of the Delivery Term. Seller (as SC for the Facility) shall submit Schedules to the CAISO in accordance with this Agreement and the applicable CAISO Tariff, protocols and Scheduling practices for Test Energy and Product on a day-ahead, hour- ahead, fifteen-minute market or real time basis, as reasonably acceptable to Buyer. Seller shall cause its Scheduling Coordinator to reasonably cooperate with Buyer during the testing and commissioning of the Facility prior to the Commercial Operation Date. (b) Notices. Seller (as the Facility’s SC) shall provide Buyer with access to a web-based system through which Seller shall submit to Buyer and the CAISO all notices and 33 updates required under the CAISO Tariff regarding the Facility’s status, including, but not limited to, all outage requests, Forced Facility Outages, Forced Facility Outage reports, clearance requests, or must offer waiver forms. Seller will cooperate with Buyer to provide such notices and updates.

If the web-based system is not available, Seller shall promptly submit such information to Buyer and the CAISO (in order of preference) telephonically, by electronic mail, or facsimile transmission to the personnel designated to receive such information. (c) CAISO Costs and Revenues. Except as otherwise set forth below, Seller (as Scheduling Coordinator for the Facility) shall be responsible for all CAISO costs (including penalties, Imbalance Energy costs, and other charges) and shall be entitled to all CAISO revenues (including credits, Imbalance Energy revenues, and other payments), including revenues associated with CAISO dispatches, bid cost recovery, Inter-SC Trade credits, or other credits in respect of the Product Scheduled or delivered from the Facility. Seller shall also be responsible for all CAISO penalties or fees resulting from any failure by Seller to abide by the CAISO Tariff or requirements set forth in this Agreement. The Parties agree that any Availability Incentive Payments are for the benefit of the Seller and for Seller’s account and that any Non-Availability Charges are the responsibility of the Seller and for Seller’s account. In addition, if during the Delivery Term, the CAISO implements or has implemented any sanction or penalty related to scheduling, forecasting, outage reporting, or generator operation, and any such sanctions or penalties are imposed upon the Facility or to Buyer due to any violation of CAISO rules or outage notification requirements set forth in this Agreement by Seller, the cost of the sanctions or penalties shall be the Seller’s responsibility.
(d) CAISO Settlements. Seller (as the Facility’s SC) shall be responsible for all settlement functions and payment functions with the CAISO related to the Facility, and shall conduct such activities in a timely manner.
(e) Dispute Costs. Seller (as the Facility’s SC), shall dispute CAISO settlements in a commercially reasonable manner. Seller agrees to pay Buyer’s costs and expenses (including reasonable attorneys’ fees) associated with its involvement with any CAISO disputes to the extent they relate to CAISO charges payable by Seller with respect to the Facility. (f) Master Data File and Resource Data Template. Seller shall provide the data to the CAISO (and to Buyer) that is required for the CAISO’s Master Data File and Resource Data Template (or successor data systems) for the Facility consistent with this Agreement. Neither Party shall change such data without the other Party’s prior written consent, not to be unreasonably withheld.
(g) NERC Reliability Standards. Seller (as Scheduling Coordinator) shall maintain compliance with NERC reliability standards, and shall cooperate with Buyer to ensure compliance with NERC reliability standards as reasonably requested by Buyer.

4.6Reduction in Delivery Obligation. For the avoidance of doubt, and in no way limiting Section 3.1 or Exhibit G:
(a) Facility Maintenance. Seller will provide to Buyer written schedules for Scheduled Maintenance for the Facility for each Contract Year no later than thirty (30) days prior 34 to the first day of the applicable Contract Year. Buyer may provide comments no later than ten (10) days of receiving any such schedule, and Seller will in good faith take into account any such comments. Seller will deliver to Buyer the final updated schedule of Scheduled Maintenance no later than twenty (20) days after receiving Buyer’s comments. Seller shall be permitted to reduce deliveries of Product during any period of Scheduled Maintenance on the Facility. Seller shall not schedule non-emergency maintenance between June 1 and September 30 that reduces the Energy generation of the Facility by more than ten percent (10%) during daylight hours, unless (i) such outage is required to avoid damage to the Facility, (ii) such maintenance is necessary to maintain equipment warranties and cannot be scheduled outside the period of June 1st to September 30th, (iii) such outage is required in accordance with Prudent Operating Practices, or (iv) the Parties agree otherwise in writing (any of the scheduled maintenance permitted by this Section 4.6(a), where the Facility is either in whole or in part not capable of providing service due to planned maintenance that has been scheduled in advance in accordance with Section 4.6(a), a “Planned Outage”).
(b) Forced Facility Outage. Seller shall be permitted to reduce deliveries of Product during any Forced Facility Outage. Seller shall provide Buyer with Notice and expected duration (if known) of any Forced Facility Outage.
(c) System Emergencies and other Interconnection Events. Seller shall be permitted to reduce deliveries of Product during any period of System Emergency or upon Notice of a Curtailment Order pursuant to the terms of this Agreement, the Interconnection Agreement or applicable tariff.
(d) Force Majeure Event. Seller shall be permitted to reduce deliveries of Product during any Force Majeure Event.
(e) Health and Safety. Seller shall be permitted to reduce deliveries of Product as necessary to maintain health and safety pursuant to Section 6.2.

4.7Guaranteed Energy Production. Seller shall be required to deliver to Buyer no less than the Guaranteed Energy Production in each Performance Measurement Period. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, Seller shall be deemed to have delivered to Buyer (1) any Deemed Delivered Energy and (2) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of any Force Majeure Events, System Emergency, Buyer’s Default or other Buyer failure to perform, and Curtailment Periods (“Lost Output”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer damages calculated in accordance with Exhibit G; provided that Seller may, as an alternative, upon prior written consent of the Buyer and at the sole discretion of Buyer, provide Replacement Product (as defined in Exhibit G) that is (i) delivered to Buyer in manner acceptable to Buyer and (ii) does not impose any costs to Buyer that are not promptly reimbursed by Seller.

4.8WREGIS. Seller shall, at its sole expense, take all actions and execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Facility Energy are issued and tracked for purposes of satisfying the requirements of the California Renewables Portfolio Standard and transferred in 35 a timely manner for Buyer’s sole benefit. Seller shall transfer the Renewable Energy Credits corresponding to all Facility Energy to Buyer. Seller shall comply with all Laws, including the WREGIS Operating Rules, regarding the certification, issuance, and transfer of such WREGIS Certificates to Buyer, and Buyer shall be given sole title to all such WREGIS Certificates. Seller shall be deemed to have satisfied the warranty in Section 3.10(c) provided that Seller fulfills its obligations under Sections 4.10(a) through (f) below. In addition:
(a) Prior to the Commercial Operation Date or as soon as reasonably practicable thereafter, Seller shall register the Facility with WREGIS and establish an account with WREGIS (“Seller’s WREGIS Account”), which Seller shall maintain until the end of the Delivery Term.

Seller shall transfer the WREGIS Certificates using “Forward Certificate Transfers” (as described in the WREGIS Operating Rules) from Seller’s WREGIS Account to the WREGIS account(s) of Buyer or the accounts of a designee that Buyer identifies by Notice to Seller (“Buyer’s WREGIS Account”). Seller shall be responsible for all expenses associated with registering the Facility with WREGIS, establishing and maintaining Seller’s WREGIS Account, paying WREGIS Certificate issuance and transfer fees, and transferring WREGIS Certificates from Seller’s WREGIS Account to Buyer’s WREGIS Account. (b) Seller shall cause Forward Certificate Transfers to occur on a monthly basis in accordance with the certification procedure established by the WREGIS Operating Rules.

Because WREGIS Certificates will only be created for whole MWh amounts of Energy generated, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for creation of a WREGIS Certificate.
(c) Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar month correspond with the Facility Energy for such calendar month as evidenced by the Facility’s metered data.
(d) Due to the ninety (90) day delay in the creation of WREGIS Certificates relative to the timing of invoice payment under Section 8.2, Buyer shall make an invoice payment for a given month in accordance with Section 8.2 before the WREGIS Certificates for such month are formally transferred to Buyer in accordance with the WREGIS Operating Rules and this Section 4.8. Notwithstanding this delay, Buyer shall have all right and title to all such WREGIS Certificates upon payment to Seller in accordance with Section 8.2. (e) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates issued to Buyer for a calendar month as compared to the Facility Energy for the same calendar month (“Deficient Month”). If any WREGIS Certificate Deficit is caused by Seller, or the result of any action or inaction by Seller, and remains uncured following the later of (i) thirty (30) days after Notice from Buyer thereof or (ii) ninety (90) days after the Deficient Month, then the amount of Facility Energy in the Deficient Month shall be reduced by the amount of the WREGIS Certificate Deficit for purposes of calculating Buyer’s payment to Seller under Article 8 and the Guaranteed Energy Production for the applicable Performance Measurement Period; provided, however, that such adjustment shall not apply to Replacement Product (as defined in Exhibit G) that is (i) delivered to Buyer in manner acceptable to Buyer and (ii) does not impose any costs to Buyer that are not promptly reimbursed by Seller. Without limiting Seller’s obligations under this Section 4.8, if a WREGIS Certificate Deficit is caused solely by an error or 36 omission of WREGIS, the Parties shall cooperate in good faith to cause WREGIS to correct its error or omission. Seller shall use commercially reasonable efforts to rectify any WREGIS Certificate Deficit as expeditiously as possible.
(f) If WREGIS changes the WREGIS Operating Rules after the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this Section 4.8 after the Effective Date, the Parties promptly shall modify this Section 4.8 as reasonably required to cause and enable Seller to transfer to Buyer’s WREGIS Account a quantity of WREGIS Certificates for each given calendar month that corresponds to the Facility Energy in the same calendar month.

4.9Station Use. Seller will be solely responsible for any costs associated with the electricity required to operate the Facility.

4.10Interconnection Capacity. Seller shall ensure during the Test Energy period and throughout the Delivery Term that (a) the Facility will have and maintain interconnection capacity available or allocable to the Facility under the Interconnection Agreement that is no less than the Guaranteed Capacity and (b) Seller shall have sufficient interconnection capacity and rights under the Interconnection Agreement to interconnect the Facility with the CAISO Grid and to fulfill Seller’s obligations under this Agreement, and to allow operation of the Facility in accordance with the CAISO Tariff and as contemplated under this Agreement (collectively, the “Dedicated Interconnection Capacity”).

ARTICLE 5
TAXES

5.1Allocation of Taxes and Charges. Seller shall pay or cause to be paid all Taxes on or with respect to the Facility or on or with respect to the sale and making available of Product to Buyer, that are imposed on Product prior to its delivery to Buyer at the time and place contemplated under this Agreement. Buyer shall pay or cause to be paid all Taxes on or with respect to the delivery to and purchase by Buyer of Product that are imposed on Product at and after its delivery to Buyer at the time and place contemplated under this Agreement (other than withholding or other Taxes imposed on Seller’s income, revenue, receipts or employees), if any.

If a Party is required to remit or pay Taxes that are the other Party’s responsibility hereunder, such Party shall promptly pay the Taxes due and then seek and receive reimbursement from the other for such Taxes. In the event any sale of Product hereunder is exempt from or not subject to any particular Tax, Buyer shall provide Seller with all necessary documentation within thirty (30) days after the Effective Date to evidence such exemption or exclusion. If Buyer does not provide such documentation, then Buyer shall indemnify, defend, and hold Seller harmless from any liability with respect to Taxes from which Buyer claims it is exempt.

5.2Cooperation. Each Party shall use reasonable efforts to implement the provisions of and administer this Agreement in accordance with the intent of the Parties to minimize all Taxes, so long as no Party is materially adversely affected by such efforts. The Parties shall cooperate to minimize Tax exposure; provided, however, that neither Party shall be obligated to incur any financial or operational burden to reduce Taxes for which the other Party is responsible hereunder without receiving due compensation therefor from the other Party. All Energy delivered by Seller to Buyer hereunder shall be a sale made at wholesale, with Buyer reselling such Energy. 37 5.3Ownership. Seller shall be the owner of the Facility for federal income tax purposes and, as such, Seller (or its Affiliates or Lenders) shall be entitled to all depreciation deductions associated with the Facility and to any and all Tax Credits or other tax benefits associated with the Facility, including any such tax credits or tax benefits under the Code and all Renewable Energy Incentives. The Parties intend this Agreement to be a “service contract” within the meaning of Section 7701(e)(3) of the Code. The Parties will not take the position on any tax return or in any other filings suggesting that it is anything other than a purchase of the Product from the Seller or that this agreement is anything other than a “service contract” within the meaning of Section 7701(e)(3) of the Code.

ARTICLE 6

MAINTENANCE OF THE FACILITY

6.1Maintenance of the Facility. Seller shall comply with applicable Law and Prudent Operating Practice relating to the operation and maintenance of the Facility and the generation and sale of Product.

6.2Maintenance of Health and Safety. Seller shall take reasonable safety precautions with respect to the operation, maintenance, repair and replacement of the Facility. If Seller becomes aware of any circumstances relating to the Facility that create an imminent risk of damage or injury to any Person or any Person’s property, Seller shall take prompt, reasonable action to prevent such damage or injury. Such action may include, to the extent reasonably necessary, disconnecting and removing all or a portion of the Facility, or suspending the supply of Facility Energy.

6.3Shared Facilities. The Parties acknowledge and agree that certain of the Shared Facilities and Interconnection Facilities (including a transformer, substation and associated equipment and real property), and Seller’s rights and obligations under the Interconnection Agreement, may be subject to certain shared facilities or co-tenancy agreements (“Shared Facilities Agreements”) to be entered into among Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such Shared Facilities Agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder, including providing the Dedicated Interconnection Capacity, (ii) continue to provide for separate metering and a separate Resource ID for the Facility, (iii) shall not allow any Affiliate of Seller or third party to use the Dedicated Interconnection Capacity if such use would have an adverse impact on Buyer’s rights related to the Facility, and (iv) shall allocate any instruction from the CAISO or the PTO to curtail energy deliveries on a pro rata basis based upon their respective energy delivery forecasts for the applicable period, except (A) when such pro rata allocation would be in violation of the applicable curtailment instruction, or (B) to the extent that the need for the curtailment can be attributed to the Facility. Without limiting the generality of the foregoing, Seller’s Affiliates may install energy storage which uses the Interconnection Facilities so long as such energy storage has a separate Resource ID, does not impact the Expected Energy and Delivered Energy assurances provided under this Agreement, does not modify the hours on which Delivered Energy is expected to be provided (as expressed in Exhibit D), does not otherwise materially impact the performance of the Facility, and does not interfere with Seller’s use of the Dedicated Interconnection Capacity to perform its obligations 38 under this Agreement.

6.4Decommissioning Facility and Other Costs. Buyer shall not be responsible for any cost of decommissioning or demolition of the Facility or any environmental or other liability associated with the decommissioning or demolition of the Facility without regard to the timing or cause of the decommissioning or demolition.

ARTICLE 7

METERING

7.1Metering. Seller shall measure the amount of Facility Energy using the Facility Meters, which will be subject to adjustment in accordance applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be installed and operated in accordance with the applicable Law and pursuant to applicable CAISO-approved calculation methodologies and maintained at Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for all losses from the Facility to the Delivery Point in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Metering shall be consistent with the requirements set forth in this Agreement. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event that Seller breaks a seal outside of normal testing, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Operational Meter Analysis and Reporting (OMAR) web or directly from the CAISO meter(s) at the Facility. Seller shall obtain and maintain a single CAISO Resource ID dedicated exclusively to the Facility. Seller shall not obtain additional CAISO Resource IDs for the Facility without prior written consent of Buyer, which shall not be unreasonably withheld.

7.2Meter Verification. If Seller has reason to believe there may be a meter malfunction, Seller shall test the meter. Seller shall also test the meter annually. The tests shall be conducted by independent third parties qualified to conduct such tests. Buyer shall be notified seven (7) days in advance of such tests and have a right to be present during such tests and/or review the results of such tests. If a meter is inaccurate it shall be promptly repaired or replaced by Seller. Seller shall be solely responsible for maintaining accurate meters and any costs arising from such inaccuracy.

ARTICLE 8
INVOICING AND PAYMENT; CREDIT

8.1Invoicing. Seller shall deliver an invoice to Buyer for Product no later than fifteen (15) Business Days after the end of the prior monthly billing period. Each invoice shall provide Buyer (a) records of metered data, including CAISO metering and transaction data sufficient to document and verify the amount of Product delivered by the Facility for any Settlement Period during the preceding month, including the amount of Facility Energy in MWh produced by the Facility as read by the Facility Meter, the amount of Replacement Product delivered to Buyer, the 39 calculation of Facility Energy, Deemed Delivered Energy and Adjusted Energy Production, the Fifteen Minute Market Price at the Delivery Point for each Settlement Period, and the Contract Price applicable to such Product; and (b) access to any records, including invoices or settlement data from the CAISO, necessary to verify the accuracy of any amount; and (c) be in a format reasonably specified by Buyer, covering the services provided in the preceding month determined in accordance with the applicable provisions of this Agreement.

8.2Payment. Buyer shall make payment to Seller for Product by wire transfer or ACH payment to the bank account provided on each monthly invoice. Buyer shall pay undisputed invoice amounts within twenty-five (25) days after receipt of the invoice, or the end of the prior monthly delivery period, whichever is later. If such due date falls on a weekend or legal holiday, such due date shall be the next Business Day. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on an annual interest rate equal to the prime rate published on the date of the invoice in The Wall Street Journal (or, if The Wall Street Journal is not published on that day, the next succeeding date of publication), plus two percent (2%) (the “Interest Rate”). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

8.3Books and Records. To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement and such records as may be required by Prudent Operating Practice, for a period of at least five (5) years or as otherwise required by Law. Either Party, upon five (5) Business Days’ Notice to the other Party, shall be granted reasonable access to the accounting books and records within the possession or control of the other Party pertaining to all invoices generated pursuant to this Agreement. Seller acknowledges that in accordance with California Government Code Section 8546.7, Seller may be subject to audit by the California State Auditor with regard to Seller’s performance of this Agreement because the compensation under this Agreement exceeds Ten Thousand Dollars ($10,000).

8.4Payment Adjustments; Billing Errors. Payment adjustments shall be made if Buyer or Seller discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Agreement, an adjustment to an amount previously invoiced or paid is required due to a correction of data by the CAISO, or there is determined to have been a meter inaccuracy sufficient to require a payment adjustment. If the required adjustment is in favor of Buyer, Buyer’s next monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice. Adjustments in favor of either Buyer or Seller shall bear interest, until settled in full, in accordance with Section 8.2, accruing from the date on which the adjusted amount should have been due.

8.5Billing Disputes. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement, or adjust any invoice for any arithmetic or computational error, within twelve (12) months of the date the invoice, or adjustment 40 to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within five (5) Business Days of such resolution along with interest accrued at the Interest Rate from and including the original due date to but excluding the date paid. Inadvertent overpayments shall be returned via adjustments in accordance with Section 8.4. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 8.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any Party seeking the adjustment and such party corrects its information after the twelve-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

8.6Netting of Payments. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other pursuant to this Agreement on the same date through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Product and Deemed Delivered Energy during the monthly billing period under this Agreement or otherwise arising out of this Agreement, including any related damages calculated pursuant to Exhibits B and G, interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.

8.7Seller’s Development Security. To secure Seller’s obligations under this Agreement, Seller shall deliver Development Security to Buyer within thirty (30) days after the Effective Date. Seller shall maintain the Development Security in full force and effect, provided that Seller shall have no obligation to replenish the Development Security in the event Buyer collects or draws down any portion of the Development Security for any reason permitted under this Agreement. Upon the earlier of (i) Seller’s delivery of the Performance Security, or (ii) sixty (60) days after termination of this Agreement, Buyer shall promptly return the Development Security to Seller, less the amounts drawn in accordance with this Agreement. Provided that no Event of Default has occurred and is continuing with respect to Seller, Seller may replace Development Security or change the form of Development Security to another form of Development Security from time to time upon reasonable prior written notice to Buyer. If the Development Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the minimum Credit Rating specified in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Commercial Operation Date, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit by such issuer, Seller shall have five (5) Business Days to either post cash or deliver a substitute Letter of Credit that meets the requirements set forth in the definition of Development Security.

8.8Seller’s Performance Security. To secure its obligations under this Agreement, Seller shall deliver Performance Security to Buyer on or before the Commercial Operation Date.

Seller shall maintain the Performance Security in full force and effect until the date on which the following have occurred (“Performance Security End Date”): (A) the Delivery Term has expired or terminated early; and (B) all payment obligations of the Seller then due and payable 41 under this Agreement, including compensation for penalties, Termination Payment, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set-off or netting). Following the occurrence of the Performance Security End Date, Buyer shall promptly return to Seller the unused portion of the Performance Security, less the amounts drawn in accordance with this Agreement. If the Performance Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the minimum Credit Rating set forth in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Performance Security End Date, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit by such issuer, Seller shall have five (5) Business Days to either post cash or deliver a substitute Letter of Credit that meets the requirements set forth in the definition of Performance Security. If the Performance Security is a Guarantee, and Seller receives notice that the Guarantor at any point no longer meets any of the conditions within the definition of Guarantor, Seller shall have five (5) Business Days to either post cash, provide a replacement Guarantee, or deliver a substitute Letter of Credit that meets the requirements set forth in the definition of Performance Security.

8.9First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Agreement, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right to net against), and assignment of the Development Security, Performance Security, any other cash collateral and cash equivalent collateral posted pursuant to Sections 8.7 and 8.8 and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to take all action as Buyer reasonably requires in order to perfect Buyer’s Security Interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

Upon or any time after the occurrence of an Event of Default caused by Seller, an Early Termination Date resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following (in each case subject to the final sentence of this Section 8.9):
(a) Exercise any of its rights and remedies with respect to the Development Security and Performance Security, including any such rights and remedies under Law then in effect;
(b) Draw on any outstanding Letter of Credit issued for its benefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Security (as applicable) then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller.

Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Agreement (Seller remains liable for any amounts owing to Buyer after such application), subject to Buyer’s obligation to return any surplus proceeds remaining after these obligations are satisfied in full. 42 ARTICLE 9

NOTICES

9.1Addresses for the Delivery of Notices. Any Notice required, permitted, or contemplated hereunder shall be in writing, shall be addressed to the Party to be notified at the address set forth on Exhibit N or at such other address or addresses as a Party may designate for itself from time to time by Notice hereunder.

9.2Acceptable Means of Delivering Notice. Each Notice required, permitted, or contemplated hereunder shall be deemed to have been validly served, given or delivered as follows: (a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the date of the postmark on the envelope in which such Notice was deposited in the United States mail; (b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to such carrier; (c) if sent by electronic communication (including electronic mail, facsimile, or other electronic means), at the time indicated by the time stamp upon delivery; or (d) if delivered in person, upon receipt by the receiving Party. Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or requests, may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission. In addition, for any Notice sent pursuant to (a), (b) or (d) above, the Party sending such Notice shall send a courtesy copy via email to the email address provided on Exhibit N.

ARTICLE 10

FORCE MAJEURE

10.1Definition.
(a) “Force Majeure Event” means any act or event that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, except as set forth below, so long as an event otherwise satisfies the definition of a Force Majeure Event, a Force Majeure Event may include an act of God or the elements, such as flooding, lightning, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; epidemic, including COVID- 19; landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; war; blockade; civil insurrection; riot; civil disturbance; Governmental Action; or strikes or other labor difficulties caused or suffered by a Party or any third party.

Notwithstanding the foregoing, the term “Force Majeure Event” does not include (i) Seller’s inability to obtain permits or approvals of any type for the construction, operation, or maintenance of the Facility, except to the extent such inability is caused by a Force Majeure Event; (ii) the inability of a Party to make payments when due under this Agreement, unless the cause of such 43 inability is an event that would otherwise constitute a Force Majeure Event as described above that disables physical or electronic facilities necessary to transfer funds to the payee Party; (iii) a Curtailment Order, except to the extent such Curtailment Order is caused by a Force Majeure Event; (iv) Seller’s inability to obtain sufficient labor, equipment, materials, or other resources to build or operate the Facility except to the extent such inability is caused by a Force Majeure Event; (v) a strike, work stoppage or labor dispute limited only to any one or more of Seller, Seller’s Affiliates, Seller’s contractors, their subcontractors thereof or any other third party employed by Seller to work on the Facility; (vi) any equipment failure except if such equipment failure is caused by a Force Majeure Event; or (vii) economic conditions that render a Party’s performance of this Agreement at the Contract Price unprofitable or otherwise uneconomic (including an increase in component costs for any reason, including foreign or domestic tariffs, Buyer’s ability to buy the Product, or any component thereof at a lower price, or Seller’s ability to sell the Product, or any component thereof, at a higher price, than under the Agreement).

10.2No Liability If a Force Majeure Event Occurs. Neither Seller nor Buyer shall be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to a Force Majeure Event. The Party rendered unable to fulfill any obligation by reason of a Force Majeure Event shall take reasonable actions necessary to remove such inability. Nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. Neither Party shall be considered in breach or default of this Agreement if and to the extent that any failure or delay in the Party’s performance of one or more of its obligations hereunder is caused by a Force Majeure Event. Notwithstanding the foregoing, the occurrence and continuation of a Force Majeure Event shall not (a) suspend or excuse the obligation of a Party to make any payments due hereunder, (b) suspend or excuse the obligation of Seller to achieve the Guaranteed Construction Start Date or the Guaranteed Commercial Operation Date beyond the extensions provided in Exhibit B, or (c) limit Buyer’s right to declare an Event of Default pursuant to Section 11.1(b)(ii) or (iv) and receive a Damage Payment upon exercise of Buyer’s remedies pursuant to Section 11.2.

10.3Notice. In the event of any delay or nonperformance resulting from a Force Majeure Event, the Party suffering the Force Majeure Event shall (a) promptly notify the other Party in writing of the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or interruption in performance, and (b) promptly notify the other Party in writing of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party; provided, however, that a Party’s failure to give timely Notice shall not affect such Party’s ability to assert that a Force Majeure Event has occurred unless the delay in giving Notice materially prejudices the other Party. The Parties acknowledge and agree that the extent and impact of COVID-19 on the Parties’ performance hereunder may not be immediately or readily ascertainable, but that each Party shall promptly notify the other in accordance with this Section 10.3 once any impacts of COVID-19 result in any delay or nonperformance hereunder.

10.4Termination Following Force Majeure Event. If a Force Majeure Event has occurred after the Commercial Operation Date that has caused either Party to be wholly or partially unable to perform its obligations hereunder, and the impacted Party has claimed and received relief from performance of its obligations for a consecutive twelve (12) month period, then the non- claiming Party may terminate this Agreement upon written Notice to the other Party experiencing 44 the Force Majeure Event; provided, however, that Seller shall be entitled to up to an additional six (6) months to remedy the Force Majeure Event if (a) Seller has been unable to remedy the Force Majeure Event within the original twelve (12) month period despite exercising diligent efforts and (b) Seller provides to Buyer prior to the expiration of the original twelve (12) month period (i) a detailed plan reasonably acceptable to an independent, professional engineer selected by Buyer, licensed in the State of California, that explains how Seller will restore the Facility, (ii) a certificate from a Licensed Professional Engineer attesting that the Facility could not reasonably have been restored to operational status within the original twelve (12) month period but is reasonably likely to be restored to operational status within the additional six (6) month period by Seller’s execution of the plan described in Section 10.4(b)(i), (iii) detailed monthly reports (due no later than the 15th day of each month) describing the progress of Seller’s efforts to remedy the Force Majeure Event during the prior month, and (iv) Seller continues to make reasonable progress in implementing the detailed plan provided to Buyer, or in otherwise resolving the Force Majeure Event. Upon any such termination, neither Party shall have any liability to the other, save and except for those obligations specified in Section 2.1(b), and Buyer shall promptly return to Seller any Performance Security then held by Buyer, less any amounts drawn in accordance with this Agreement.

ARTICLE 11
DEFAULTS; REMEDIES; TERMINATION

11.1Events of Default. An “Event of Default” shall mean, (a) with respect to a Party (the “Defaulting Party”) that is subject to the Event of Default the occurrence of any of the following:
(i) the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within ten (10) Business Days after Notice thereof;
(ii) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof (or such longer additional period, not to exceed an additional thirty (30) days, if the Defaulting Party is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts); (iii) the failure by such Party to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, set forth in this Section 11.1; and except for failures related to the Adjusted Energy Production that do not trigger the provisions of Section 11.1(b)(v), 11.1(b)(vii), and 11.1(b)(viii), the exclusive remedies for which are set forth in Section 4.7), and such failure is not remedied within thirty (30) days after Notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if the Defaulting Party is unable to remedy such failure within such initial thirty (30) day period despite exercising commercially reasonable efforts); (iv) such Party becomes Bankrupt;
(v) such Party assigns this Agreement or any of its rights hereunder other than in compliance with Article 14; or
45 (vi) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an agreement reasonably satisfactory to the other Party. (b) with respect to Seller as the Defaulting Party, the occurrence of any of the following:
(i) if at any time, Seller delivers or attempts to deliver electric energy for sale under this Agreement that was not generated by the Facility, except for Replacement Product or Bridge Product;
(ii) the failure by Seller to achieve Commercial Operation within one hundred eighty (180) days after the Guaranteed Commercial Operation Date; (iii) if not remedied within ten (10) days after Notice thereof, the failure by Seller to deliver a Remedial Action Plan required under Section 2.4; (iv) the failure by Seller to achieve the Construction Start Date within one hundred eighty (180) days after the Guaranteed Construction Start Date; (v) if, in any consecutive six (6) month period, the Adjusted Energy Production amount (calculated in accordance with Exhibit G) is not at least ten percent (10%) of the Expected Energy amount for such period in the applicable Contract Year, and Seller fails to either (x) demonstrate to Buyer’s reasonable satisfaction, within ten (10) Business Days after Notice from Buyer, a legitimate reason for the failure to meet the ten percent (10%) minimum, or (y) deliver to Buyer within ten (10) Business Days after Notice from Buyer a plan or report developed by Seller that describes the cause of the failure to meet the ten percent (10%) and the actions that Seller has taken, is taking, or proposes to take in an effort to cure such condition along with the written confirmation of a Licensed Professional Engineer that such plan or report is in accordance with Prudent Operating Practices and capable of cure within a reasonable period of time, not to exceed one hundred and eighty (180) days;
(vi) failure by Seller to satisfy the collateral requirements pursuant to Sections 8.7 or 8.8 after Notice and expiration of the cure periods set forth therein; (vii) if beginning in the second Contract Year, the Adjusted Energy Production amount is not at least fifty percent (50%) of the Expected Energy amount in any Contract Year;
(viii) if, in any two (2) consecutive Contract Years during the Delivery Term, the Adjusted Energy Production amount is not at least sixty-five percent (65%) of the Expected Energy amount in each Contract Year;
(ix) with respect to any outstanding Letter of Credit provided for the benefit of Buyer that is not then required under this Agreement to be canceled or returned, the failure by Seller to provide for the benefit of Buyer substitute Development or Performance 46 Security, as applicable, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) the issuer of the outstanding Letter of Credit shall fail to maintain a Credit Rating of at least “A-” by S&P or “A3” by Moody’s; (B) the issuer of such Letter of Credit becomes Bankrupt; (C) the issuer of the outstanding Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit and such failure shall be continuing after the lapse of any applicable grace period permitted under such Letter of Credit;
(D) the issuer of the outstanding Letter of Credit shall fail to honor a properly documented request to draw on such Letter of Credit; (E) the issuer of the outstanding Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit;
(F) such Letter of Credit fails or ceases to be in full force and effect at any time; or
(G) Seller shall fail to renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and as provided in accordance with this Agreement, and in no event less than forty-five (45) days prior to the expiration of the outstanding Letter of Credit.
(x) with respect to any Guaranty provided for the benefit of Buyer, the failure by Seller to provide for the benefit of Buyer (1) cash, (2) a replacement Guaranty from a different Guarantor meeting the criteria set forth in the definition of Guarantor, or (3) a replacement Letter of Credit from an issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) if any representation or warranty made by the Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof; (B) the failure of Guarantor to make any payment required or to perform any other material covenant or obligation in any Guaranty; (C)the Guarantor becomes Bankrupt;
(D)the Guarantor shall fail to meet the criteria for an acceptable Guarantor as set forth in the definition of Guarantor; 47 (E)the failure of the Guaranty to be in full force and effect (other than in accordance with its terms) prior to the
indefeasible satisfaction of all obligations of Seller hereunder; or
(F)the Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any Guaranty.

11.2Remedies; Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (“Non- Defaulting Party”) shall have the following rights:
(a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”) that terminates this Agreement (the “Terminated Transaction”) and ends the Delivery Term effective as of the Early Termination Date;
(b) to accelerate all amounts owing between the Parties, and to collect as liquidated damages (i) the Damage Payment (in the case of an Event of Default by Seller occurring before the Commercial Operation Date, including an Event of Default under Section 11.1(b)(ii) or

11.1(b)(iv)) or (ii) the Termination Payment calculated in accordance with Section 11.3 below (in the case of any other Event of Default by either Party); (c) to withhold any payments due to the Defaulting Party under this Agreement; (d) to suspend performance; or
(e) to exercise any other right or remedy available at law or in equity, including specific performance or injunctive relief, except to the extent such remedies are expressly limited under this Agreement;
provided, that payment by the Defaulting Party of the Damage Payment or Termination Payment, as applicable, shall constitute liquidated damages and the Non-Defaulting Party’s sole and exclusive remedy for any Terminated Transaction and the Event of Default related thereto.

11.3Termination Payment. The Termination Payment (“Termination Payment”) for a Terminated Transaction shall be the aggregate of all Settlement Amounts plus any or all other amounts due to the Non-Defaulting Party (as of the Early Termination Date) minus any and all other amounts due from the Non-Defaulting Party (as of the Early Termination Date) netted into a single amount. If the resulting value is negative, the Termination Payment shall be zero. The Non- Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. Third parties supplying information 48 for purposes of the calculation of Gains or Losses may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages. Without prejudice to the Non-Defaulting Party’s duty to mitigate, the Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount. Each Party agrees and acknowledges that (a) the actual damages that the Non-Defaulting Party would incur in connection with a Terminated Transaction would be difficult or impossible to predict with certainty, (b) the Damage Payment or Termination Payment described in this Section 11.2 or this Section 11.3 (as applicable) is a reasonable and appropriate approximation of such damages, and (c) the Damage Payment or Termination Payment described in this Section 11.2 or this Section 11.3 (as applicable) is the exclusive remedy of the Non-Defaulting Party in connection with a Terminated Transaction but shall not otherwise act to limit any of the Non-Defaulting Party’s rights or remedies if the Non- Defaulting Party does not elect a Terminated Transaction as its remedy for an Event of Default by the Defaulting Party.

11.4Notice of Payment of Termination Payment. As soon as practicable after a Terminated Transaction, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Damage Payment or Termination Payment and whether the Termination Payment is due to or from the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation.

The Termination Payment shall be made to or from the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.

11.5Disputes with Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be determined in accordance with Article 15.

11.6Rights and Remedies are Cumulative. Except where an express and exclusive remedy or measure of damages is provided, the rights and remedies of a Party pursuant to this Article 11 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement.

11.7Seller Pre-Commercial Operation Liability Limitations. Notwithstanding any other provision of this Agreement, if this Agreement is terminated in accordance with the terms and conditions of this Agreement prior to the Commercial Operation Date, Seller’s aggregate liability under this Agreement, including for any previously paid or accrued and unpaid Construction Delay Damages and Commercial Operation Delay Damages, shall be limited to an aggregate amount equal to the sum of (a) the Damage Payment plus (b) any previously paid or accrued and unpaid Construction Delay Damages and Commercial Operation Delay Damages (provided, that the total amount of previously paid or accrued and unpaid Construction Delay Damages and Commercial Operation Delay Damages shall be capped at an amount equal to the Damage Payment for purposes of calculating Seller’s limitation of liability hereunder). 49 11.8Mitigation. Any Non-Defaulting Party shall be obligated to mitigate its Costs, Losses and damages resulting from any Event of Default of the other Party under this Agreement.

ARTICLE 12
LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES.

12.1No Consequential Damages. EXCEPT TO THE EXTENT PART OF AN

EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN, OR PART OF AN ARTICLE 16 INDEMNITY CLAIM, OR INCLUDED IN A LIQUIDATED DAMAGES CALCULATION,

OR ARISING FROM FRAUD OR INTENTIONAL MISREPRESENTATION, NEITHER

PARTY SHALL BE LIABLE TO THE OTHER OR ITS INDEMNIFIED PERSONS FOR ANY

SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR

LOSSES OR DAMAGES FOR LOST REVENUE OR LOST PROFITS, WHETHER

FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ONLY. ON OR BEFORE THE SIXTH ANNIVERSARY OF THE COMMERCIAL

OPERATION DATE, THE VALUE OF ANY TAX BENEFITS, DETERMINED ON AN AFTER-TAX BASIS, LOST DUE TO BUYER’S DEFAULT (WHICH SELLER HAS NOT

BEEN ABLE TO MITIGATE AFTER USE OF REASONABLE EFFORTS) AND AMOUNTS

DUE IN CONNECTION WITH THE RECAPTURE OF ANY RENEWABLE ENERGY INCENTIVES, IF ANY, SHALL BE DEEMED TO BE DIRECT DAMAGES.

12.2Waiver and Exclusion of Other Damages. EXCEPT AS EXPRESSLY SET

FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR

A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND

MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. ALL LIMITATIONS OF LIABILITY CONTAINED IN

THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO SELLER’S LIMITATION OF LIABILITY AND THE PARTIES’ WAIVER OF

CONSEQUENTIAL DAMAGES, SHALL APPLY EVEN IF THE REMEDIES FOR BREACH OF WARRANTY PROVIDED IN THIS AGREEMENT ARE DEEMED TO “FAIL OF THEIR ESSENTIAL PURPOSE” OR ARE OTHERWISE HELD TO BE INVALID OR UNENFORCEABLE.

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS AND EXCLUSIVE

REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR

MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.

TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, INCLUDING THE DAMAGE PAYMENT UNDER SECTIONS 4.7, 11.2 AND

11.3, AND AS PROVIDED IN EXHIBIT B AND EXHIBIT G, THE PARTIES

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, THAT OTHERWISE OBTAINING AN ADEQUATE REMEDY IS 50 INCONVENIENT, AND THAT THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IT IS THE

INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES

AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR

CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY,

WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. THE PARTIES HEREBY WAIVE ANY RIGHT TO CONTEST SUCH PAYMENTS AS AN UNREASONABLE PENALTY.

THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND THE

EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR THE

BREACH BY THE OTHER OF THE TERMS OF THIS AGREEMENT, AND EACH PARTY

WAIVES ANY RIGHT IT MAY HAVE TO SPECIFIC PERFORMANCE WITH RESPECT TO ANY OBLIGATION OF THE OTHER PARTY UNDER THIS AGREEMENT.

ARTICLE 13
REPRESENTATIONS AND WARRANTIES; AUTHORITY

13.1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered by Seller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. 51 (e) The Facility is located in the State of California, and will be designed to contain the capabilities provided in Exhibit A.
(f) Seller will be responsible for obtaining all permits necessary to construct and operate the Facility and Seller or an Affiliate will be the applicant on any CEQA documents. (g) Seller represents and warrants that it has not and will not knowingly utilize equipment or resources for the construction, operation or maintenance of the Facility that rely on work or services exacted from any person under the threat of a penalty and for which the person has not offered himself or herself voluntarily (“Forced Labor”). The Parties acknowledge that pursuant to the business advisory jointly issued by the U.S. Departments of State, Treasury, Commerce and Homeland Security on July 1, 2020, equipment or resources sourced from the Xinjiang region of China are presumed to involve Forced Labor.

13.2Buyer’s Representations and Warranties. As of the Effective Date, Buyer represents and warrants as follows:
(a) Buyer is a public entity organized under the laws of the State of California. (b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound.
(d) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) Buyer warrants and covenants that with respect to its contractual obligations under this Agreement, it will not claim and affirmatively waives immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, (2) jurisdiction of court (provided that such court is located within a venue permitted in law and under the Agreement), (3) relief by way of injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment; provided, 52 however that nothing in this Agreement shall waive the obligations or rights set forth in the California Tort Claims Act (Government Code Section 810 et seq.). (f) Buyer is a “local public entity” as defined in Section 900.4 of the Government Code of the State of California.

13.3General Covenants. Each Party covenants that commencing on the Effective Date and continuing throughout the Contract Term:
(a) It shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and to be qualified to conduct business in each jurisdiction where the failure to so qualify would have a material adverse effect on its business or financial condition;
(b) It shall maintain (or obtain from time to time as required) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and (c) It shall perform its obligations under this Agreement in compliance with all terms and conditions in its governing documents and in material compliance with any Law.

ARTICLE 14

ASSIGNMENT

14.1General Prohibition on Assignments. Except as provided in this Article 14, neither Party may voluntarily assign this Agreement or its rights or obligations under this Agreement, or any part of such rights or obligations, without the written consent of the other Party, which consent shall not be unreasonably withheld. Except as provided in this Article 14, any Change of Control of Seller or direct or indirect change of control of Buyer (whether voluntary or by operation of Law) will be deemed an assignment under this Article 14 and will require the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any assignment made in violation of the conditions to assignment set out in this Article 14 shall be null and void. Seller shall be responsible for Buyer’s reasonable costs associated with the preparation, review, execution and delivery of documents in connection with any assignment of this Agreement, including without limitation reasonable attorneys’ fees.

14.2Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lenders to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). Each Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and the applicable Lender, such agreement not to be unreasonably withheld. Buyer will not be subject to obligations under more than one Collateral Assignment Agreement at any time. Each Collateral Assignment Agreement must include, among others, the following provisions unless otherwise agreed to by Buyer, Seller and the applicable Lender:
(a) Buyer shall give notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement before exercising its right to 53 terminate this Agreement as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default;
(b) Lender will have the right to cure an Event of Default on behalf of Seller if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure such Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or, in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default, an additional reasonable period of time to complete such proceedings and effect such cure not to exceed one hundred eighty (180) days without the written consent of Buyer, which consent shall not be unreasonably withheld), provided that if Lender is prohibited by any court order or bankruptcy or insolvency proceedings from curing the Event of Default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition;
(c) Following an Event of Default by Seller under this Agreement, Buyer may require Seller (or Lender, if Lender has provided the notice set forth in subsection (b) above) to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and (iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan.

Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (d) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default, which consent will not be unreasonably withheld, delayed or conditioned;
(e) Lender will receive prior notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If this Agreement is transferred to Lender pursuant to subsection (b) above, 54 Lender must assume all of Seller’s obligations arising under this Agreement on and after the date of such assumption; provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the transfer date in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either:
(i) Cause such Event of Default to be cured (other than any Events of Default which relate to Seller’s bankruptcy or similar insolvency proceedings, to representations and warranties made by Seller or to Seller’s failure to perform obligations under other agreements, or which are otherwise personal to Seller), or
(ii) Not assume this Agreement.
(g) If Lender elects to transfer this Agreement, then Lender must cause the transferee to assume all of Seller’s obligations arising under this Agreement arising after the date of such assumption as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; (h) Subject to Lender’s cure of any Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender or its designee shall have the right to elect within ninety (90) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, and, promptly after Lender’s written request, Buyer must enter into such replacement agreement with Lender or Lender’s designee, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself or must cause its designee to promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), if such designee is not an entity that meets the definition of Permitted Transferee then such designee shall be subject to the prior written approval of Buyer, such approval not to be unreasonably withheld; and
(i) The Parties shall negotiate any Collateral Assignment Agreement in good faith, including variations to the provisions set forth in this Section 14.2, and to the extent the Collateral Assignment Agreement executed by Buyer and Lender varies from such provisions, the terms of such Collateral Assignment Agreement shall be controlling. In addition, Buyer shall cooperate with Seller or any Lender to execute or arrange for delivery of estoppels reasonably requested by Seller or Lender.

14.3Permitted Assignment by Seller. Seller may, upon prior written notice to, but without the prior written consent of, Buyer, transfer or assign this Agreement, including through a Change of Control, (x) to an Affiliate of Seller or (y) on or after the Construction Start Date, if:
(a) the transfer or assignment is to a Permitted Transferee; 55 (b) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment, transfer, or Change of Control; (c) Except in the case of a Change of Control where all of Seller’s obligations and liabilities are directly or indirectly assumed, Seller has provided Buyer a written agreement or certificate signed by the Person to which Seller wishes to assign its interests that provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment;
(d) Seller has provided Buyer with a certificate signed by the Person to which Seller wishes to assign its interests certifying that such Person meets the definition of a Permitted Transferee; and
(e) Such transfer or assignment is not in violation of applicable Law.

Any assignment by Seller, its successors or assigns under this Section 14.3 shall be of no force and effect unless and until the Notice under clause (b) and the agreements and certificates required under clauses (c) and (d), if applicable, by the assignee have been received by Buyer. For clarity, neither the transfer or assignment of this Agreement through foreclosure by any Lender on the assets of Seller or on the direct or indirect ownership interests in Seller nor the transfer or assignment of this Agreement or such ownership interests in Seller to any Lender in lieu of such foreclosure (including any transfer or assignment of this Agreement or such ownership interests in Seller subsequent to such foreclosure or transfer or assignment in lieu of foreclosure to a Permitted Transferee) shall require Buyer’s consent provided that clauses (a) through (e) are followed and completed.

14.4Permitted Assignment by Buyer. Buyer may assign its interests in this Agreement without prior written consent of Seller to a Qualified Buyer Assignee. Notwithstanding the foregoing, in connection with any such assignment, such Qualified Buyer Assignee shall execute a written assumption agreement in favor of Seller pursuant to which any such Qualified Buyer Assignee shall assume all the obligations of such Buyer under this Agreement and agree to be bound by all the terms and conditions of this Agreement, thereby relieving the assignor Buyer from its duties and obligations hereunder and thereunder. Any modifications or amendments to this Agreement to accommodate the technical requirements of such Qualified Buyer Assignee (including as they relate to transmission and scheduling) shall require the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 15

DISPUTE RESOLUTION

15.1Governing Law. This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of Law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. The Parties agree that any suit, action, or other legal proceeding by or against any party (or its Affiliates or designees) with respect to or 56 arising out of this Agreement shall be brought in federal courts of the United States or the courts of the State of California sitting in the County of San Bernadino, California.

15.2Dispute Resolution. In the event of any dispute arising under this Agreement, within ten (10) days following the receipt of a written Notice from either Party identifying such dispute, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, either Party may seek any and all remedies available to it at Law or in equity, subject to the limitations set forth in this Agreement. The Parties may agree to submit the dispute to mediation prior to seeking any and all remedies available to it at Law in or equity. In the event of such an agreement to mediation, the Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party. If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement.

ARTICLE 16

INDEMNIFICATION

16.1Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, officers, employees and agents (collectively, the “Indemnified Party”) from and against all third-party claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees and expert witness fees) , howsoever described, to the extent arising out of, resulting from, or caused by (i) a violation of applicable Laws, (ii) negligent or tortious acts, errors, or omissions or (iii) intentional acts or willful misconduct in each case by or of the Indemnifying Party, its Affiliates, directors, officers, employees, or agents, excepting only such claims, demands, losses, liabilities, penalties and expenses to the extent solely caused by the willful misconduct or gross negligence of a member of the Indemnified Party (collectively, “Indemnifiable Losses”). Nothing in this Section 16.1 shall enlarge or relieve Seller or Buyer of any liability to the other for any breach of this Agreement.

These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy.

16.2Claim Notice.
(a)Notice of Claim. Subject to the terms of this Agreement and upon obtaining knowledge of an Indemnifiable Loss for which it is entitled to indemnity under this Article 16, the Indemnified Party will promptly provide Notice to the Indemnifying Party in writing of any damage, claim, loss, liability or expense which Indemnified Party has determined has given or could give rise to an Indemnifiable Loss under Section 16.1 (“Claim”). The Notice is referred to as a “Notice of Claim.” A Notice of Claim will specify, in reasonable detail, the facts known to the Indemnified Party regarding the Indemnifiable Loss. 57 (b)Failure to Provide Notice. A failure to give timely Notice or to include any specified information in any Notice as provided in this Section 16.2 will not affect the rights or obligations of any Party hereunder except and only to the extent that, as a result of such failure, any Party which was entitled to receive such Notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially damaged as a direct result of such failure and, provided further, the Indemnifying Party is not obligated to indemnify the Indemnified Party for the increased amount of any Indemnifiable Loss which would otherwise have been payable to the extent that the increase resulted from the failure to deliver timely a Notice of Claim.

16.3 Defense of Claims. If, within ten (10) days after giving a Notice of Claim regarding a Claim to the Indemnifying Party pursuant to Section 16.2(a), the Indemnified Party receives Notice from such Indemnifying Party that the Indemnifying Party has elected to assume the defense of such Claim, the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Claim within ten (10) days after receiving Notice from the Indemnified Party that the Indemnified Party believes the Indemnifying Party has failed to take such steps, or if the Indemnifying Party has not undertaken fully to indemnify the Indemnified Party in respect of all Indemnifiable Losses relating to the matter, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses, including attorneys’ fees, paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Claim which would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder; provided, however, that the Indemnifying Party may accept any settlement without the consent of the Indemnified Party if such settlement provides a full release to the Indemnified Party and no requirement that the Indemnified Party acknowledge fault or culpability. If a firm offer is made to settle a Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agrees to such offer, the Indemnifying Party will give Notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such Notice, the Indemnified Party may continue to contest or defend such Claim and, in such event, the maximum liability of the Indemnifying Party to such Claim will be the amount of such settlement offer, plus reasonable costs and expenses paid or incurred by the Indemnified Party up to the date of such Notice.

16.4 Rights and Remedies are Cumulative. Except for express remedies already provided in this Agreement, the rights and remedies of a Party pursuant to this Article 16 are cumulative and in addition to the rights of the Parties otherwise provided in this Agreement.

ARTICLE 17

INSURANCE

17.1Insurance.
58 (a) General Liability. Seller shall maintain, or cause to be maintained at its sole expense, (i) commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of Two Million Dollars ($2,000,000) per occurrence, and an annual aggregate of not less than Four Million Dollars ($4,000,000), and include Buyer as an additional insured; and (ii) an umbrella and/or excess liability insurance policy in a minimum limit of liability of Five Million Dollars ($5,000,000). Defense costs shall be provided as an additional benefit and not included within the limits of liability. Such insurance shall contain standard contractual liability, cross-liability and severability of interest provisions. (b) Employer’s Liability Insurance. Employers’ Liability insurance shall not be less than One Million Dollars ($1,000,000.00) for injury or death occurring as a result of each accident. With regard to bodily injury by disease, the One Million Dollar ($1,000,000) policy limit will apply to each employee.
(c) Workers Compensation Insurance. Seller, if it has employees, shall also maintain at all times during the Contract Term workers’ compensation and employers’ liability insurance coverage in accordance with applicable requirements of California Law. (d) Business Auto Insurance. Seller shall maintain at all times during the Contract Term business auto insurance for bodily injury and property damage with limits of One Million Dollars ($1,000,000) per occurrence. Such insurance shall cover liability arising out of Seller’s use of all owned (if any), non-owned and hired vehicles, including trailers or semi-trailers in the performance of the Agreement.
(e) Construction All-Risk Insurance. Seller shall maintain or cause to be maintained during the construction or re-powering of the Facility prior to the Commercial Operation Date, construction all-risk form property insurance covering the Facility during such construction periods, and naming the Seller (and Lender if any) as the loss payee. (f) Contractor’s Pollution Liability. Seller shall maintain or cause to be maintained during the construction of the Facility prior to the Commercial Operation Date, Pollution Legal Liability Insurance in the amount of Two Million Dollars ($2,000,000) per occurrence and in the aggregate, naming Seller (and Lender if any) as additional insured. (g) Contractor Insurance. Seller shall require the contractor under its engineering, procurement, and construction contract for the Facility to carry: (i) commercial general liability insurance with a combined single limit not less than Two Million Dollars ($2,000,000); (ii) workers’ compensation insurance and employers’ liability coverage in accordance with applicable requirements of Law; and (iii) business auto insurance for bodily injury and property damage, in each case, with limits of One Million Dollars ($1,000,000) per occurrence.

The contractor shall name Seller as an additional insured to insurance carried pursuant to clauses (g)(i) and (g)(iii). The contractor shall provide a primary endorsement and a waiver of subrogation to Seller for the required coverage pursuant to this Section 17.1(g). (h) Evidence of Insurance. Within thirty (30) days after execution of the Agreement and upon annual renewal thereafter, Seller shall deliver to Buyer certificates of insurance evidencing such coverage. These certificates shall specify that Buyer shall be given at 59 least thirty (30) days prior Notice by Seller in the event of cancellation or termination of coverage.

Such insurance shall be primary coverage without right of contribution from any insurance of Buyer.
(i) Failure to Comply with Insurance Requirements. If Seller fails to comply with any of the provisions of this Article 17, Seller, among other things and without restricting Buyer’s remedies under the Law or otherwise, shall, at its own cost and expense, act as an insurer and provide insurance in accordance with the terms and conditions above. With respect to the required general liability, umbrella liability and commercial automobile liability insurance, Seller shall provide a current, full and complete defense to Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees, assigns, and successors in interest, in response to a third-party claim in the same manner that an insurer would have, had the insurance been maintained in accordance with the terms and conditions set forth above. In addition, alleged violations of the provisions of this Article 17 means that Seller has the initial burden of proof regarding any legal justification for refusing or withholding coverage and Seller shall face the same liability and damages as an insurer for wrongfully refusing or withholding coverage in accordance with the laws of California.

ARTICLE 18

CONFIDENTIAL INFORMATION

18.1Definition of Confidential Information. “Confidential Information,” means information, whether oral or written, that is delivered by Seller to Buyer or by Buyer to Seller including: (a) commercially-sensitive or proprietary information provided to Buyer in connection with the terms and conditions of, or proposals and negotiations related to, this Agreement; and (b) information that either Seller or Buyer stamps or otherwise identifies as “confidential” or “proprietary” or words of similar import before disclosing it to the other. Confidential Information does not include (i) information that was publicly available at the time of the disclosure, other than as a result of a disclosure in breach of this Agreement; (ii) information that becomes publicly available through no fault of the recipient after the time of delivery; (iii) information that was rightfully in the possession of the recipient (without confidential or proprietary restriction) at the time of delivery or that becomes available to the recipient from a source not subject to any restriction against disclosing such information to the recipient; and (iv) information that the recipient independently developed without a violation of this Agreement.

18.2Duty to Maintain Confidentiality. Confidential Information may be disclosed by the recipient (the “Receiving Party”) if and to the extent such disclosure is required (a) to be made by any requirements of Law, (b) pursuant to an order of a court or (c) in order to enforce this Agreement. If the Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any litigation or to comply with any applicable Law, order, regulation, ruling, regulatory request, accounting disclosure rule or standard or any exchange, control area or independent system operator request or rule) to disclose any Confidential Information of the disclosing Party (the “Disclosing Party”), Receiving Party shall provide Disclosing Party with prompt notice so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party is not 60 required to defend against such request and shall be permitted to disclose such Confidential Information of the Disclosing Party, with no liability for any damages that arise from such disclosure. Notwithstanding anything in this Agreement, Seller acknowledges and agrees that Buyer is required to make this Agreement available to the public in connection with the process of seeking approval from its governing body for execution of this Agreement. Buyer will use reasonable efforts to redact certain financial terms of this Agreement as part of any such public disclosure, to the extent permissible under Buyer’s policies and California law. Each Party hereto acknowledges and agrees that information and documentation provided in connection with this Agreement may be subject to the California Public Records Act (Government Code Section 6250 et seq.). Buyer shall, to the extent permissible, notify Seller in writing in advance of any disclosure that a request or demand has been made; provided that, upon the advice of its counsel that disclosure is required, Buyer may disclose this Agreement or any other requested Confidential Information, whether or not advance written notice to Seller has been provided. Seller shall be solely responsible for taking whatever steps it deems necessary to protect Confidential Information that is the subject of any California Public Records Act request submitted by a third person to Buyer. The provisions of this Article 18 shall survive and shall continue to be binding upon the Parties for period of one (1) year following the date of termination of this Agreement.

18.3Irreparable Injury; Remedies. Receiving Party acknowledges that its obligations hereunder are necessary and reasonable in order to protect Disclosing Party and the business of Disclosing Party, and expressly acknowledges that monetary damages would be inadequate to compensate Disclosing Party for any breach or threatened breach by Receiving Party of any covenants and agreements set forth herein. Accordingly, Receiving Party acknowledges that any such breach or threatened breach will cause irreparable injury to Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Disclosing Party will be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.

18.4Disclosure to Seller Permitted Party. Notwithstanding anything to the contrary in this Article 19, Confidential Information may be disclosed by Seller to any Seller Permitted Party or any of its agents, consultants or trustees, or by Buyer to any potential Buyer Qualified Assignee, so long as the Person to whom Confidential Information is bound by similarly restrictive confidentiality obligations as those contained in this Agreement, or agrees in writing to be bound by the confidentiality provisions of this Article 18 to the same extent as if it were a Party.

Notwithstanding anything to the contrary in this Article 18, Confidential Information may be disclosed by either Party to any nationally recognized credit rating agency (e.g., Moody’s Investors Service, Standard & Poor’s, or Fitch Ratings) in connection with the issuance of a credit rating for that Party or its affiliates, provided that any such credit rating agency agrees in writing to maintain the confidentiality of such Confidential Information in accordance with this Article 18.

18.5Press Releases. Neither Party shall issue (or cause its Affiliates to issue) a press release regarding the transactions contemplated by this Agreement unless both Parties have consented upon the contents of any such public statement. A Party’s consent shall not be unreasonably withheld, conditioned or delayed.
61 ARTICLE 19

MISCELLANEOUS

19.1Entire Agreement; Integration; Exhibits. This Agreement, together with the Cover Sheet and Exhibits attached hereto constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Exhibits attached hereto are integral parts hereof and are made a part of this Agreement by reference. The headings used herein are for convenience and reference purposes only. In the event of a conflict between the provisions of this Agreement and those of the Cover Sheet or any Exhibit, the provisions of first the Cover Sheet, and then this Agreement shall prevail, and such Exhibit shall be corrected accordingly. This Agreement shall be considered for all purposes as prepared through the joint efforts of the Parties and shall not be construed against one Party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.

19.2Amendments. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Seller and Buyer; provided, that, for the avoidance of doubt, this Agreement may not be amended by electronic mail communications.

19.3No Waiver. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default.

19.4No Agency, Partnership, Joint Venture or Lease. Seller and the agents and employees of Seller shall, in the performance of this Agreement, act in an independent capacity and not as officers or employees or agents of Buyer. Under this Agreement, Seller and Buyer intend to act as energy seller and energy purchaser, respectively, and do not intend to be treated as, and shall not act as, partners in, co-venturers in or lessor/lessee with respect to the Facility or any business related to the Facility. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement) or, to the extent set forth therein, any Lender.

19.5Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Parties shall, however, use their best endeavors to agree on the replacement of the void, illegal or unenforceable provision(s) with legally acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole.

19.6Mobile-Sierra. Notwithstanding any other provision of this Agreement, neither Party shall seek, nor shall they support any third party seeking, to prospectively or retroactively revise the rates, terms or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, absent the prior written agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of service of this Agreement proposed by a Party shall be the 62 “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956). Changes proposed by a non-Party or FERC acting sua sponte shall be subject to the most stringent standard permissible under applicable Law.

19.7Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument and each of which shall be deemed an original.

19.8Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and electronic format (including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party, and, if delivery is made by electronic format, the executing Party shall promptly deliver, via overnight delivery, a complete original counterpart that it has executed to the other Party, but this Agreement shall be binding on and enforceable against the executing Party whether or not it delivers such original counterpart.

19.9Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

19.10[Intentionally Omitted]

19.11Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” within the meaning of the U.S. Bankruptcy Code, and Buyer and Seller are “forward contract merchants” within the meaning of the U.S. Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, to the extent permissible by Law at the time, such Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party, to the extent permissible by Law at the time, further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532.

19.12Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.

Exhibit A

EXHIBIT A

FACILITY DESCRIPTION
Site Name: Rosamond South Project
Site includes all or some of the following APNs:
359-331-16 359-332-06 359‐100‐05 359-332-24
359-331-22 374-020-16 359-020-49 359‐402‐11
359-332-10 374-450-01 359-403-09 359-332-12
359-332-03 359‐402‐13 359-403-08 359-332-13
359-332-09 359-402-19 359-350-21 359-332-14
359-331-21 359-331-20 359-020-07 359-041-20-00-2
359-332-04 359-401-20 359-121-54 359-041-11-00-6
359-332-30 359-401-21 359-350-21-00-8 359-041-07-00-5
359‐331‐23 359-401-22 261-196-09-00-8 261-260-20-00-7
359‐331‐06 359-401-23 359-041-01-00-7 261-260-22-00-3
359‐331‐07 374-020-02 359-402-20 261-260-23-00-6
359‐331‐12 374-020-15 359-402-21 261-120-01-00-1
359‐331‐13 374-460-12 359-402-22 261-120-09-00-5
359‐331‐15 359-332-35 359-402-15 261-120-05-00-3
359-332-11 359-331-18 359-402-16 261-120-06-00-6
359-332-31-00-5 359-332-05 359-402-17 261-120-07-00-9
359-332-02 359-332-01 359-402-18 261-120-08-00-2
359-175-05 359-332-07 359‐402‐14
This Agreement is specific to the Site and Seller may not materially change the location of the Site without Buyer’s prior written consent, which consent is in Buyer’s sole discretion; provided that Buyer’s consent is not required for changes to the Site size and shape so long as the Facility remains at the Facility Interconnection Point. Seller shall maintain Site Control throughout the Contract Term and shall provide Buyer with prompt Notice of any change in the status of Seller’s Site Control.

GPS Coordinates:34.843101, -118.378120
County:Kern County
CEQA Lead Agency:Kern County
Type of Generating Facility: Solar photovoltaic electricity generating facility Exhibit A
Operating Characteristics of Generating Facility: MW as-available solar photovoltaic Guaranteed Capacity:10 MW AC (net, at the Delivery Point)] Interconnection Capacity:56.87 MW AC
Facility Interconnection Point: SCE Whirlwind 230 kV
Delivery Point: the Facility PNode on the CAISO Grid
PNode:The PNode designated by CAISO for the Facility at the Whirlwind 230 kV substation.

CAISO Queue Number:Q1327
Participating Transmission Owner: Southern California Edison Company One-Line Diagram: Included on the following page.

Exhibit B

EXHIBIT B

FACILITY CONSTRUCTION AND COMMERCIAL OPERATION

1.Construction of the Facility.
a. “Construction Start” will occur upon satisfaction of the following: (i) Seller has acquired the applicable regulatory authorizations, approvals and permits required for the commencement of construction of the Facility, (ii) Seller has engaged all contractors and ordered all essential equipment and supplies as, in each case, can reasonably be considered necessary so that physical construction of the Facility may begin and proceed to completion without foreseeable interruption of material duration, and (iii) Seller has executed an engineering, procurement, and construction contract and issued thereunder a full notice to proceed that authorizes the contractor to mobilize to Site and begin physical construction at the Site. The date of Construction Start will be evidenced by and subject to Seller’s delivery to Buyer of a certificate substantially in the form attached as Exhibit J hereto, and the date certified therein shall be the “Construction Start Date.” The Seller shall cause Construction Start to occur no later than the Guaranteed Construction Start Date. b. If Construction Start is not achieved by the Guaranteed Construction Start Date, Seller shall pay Construction Delay Damages to Buyer for each day for which Construction Start has not begun after the Guaranteed Construction Start Date.

Construction Delay Damages shall be payable to Buyer by Seller until Seller reaches Construction Start of the Facility. On or before the tenth (10th) day of each month, Buyer shall invoice Seller for Construction Delay Damages, if any, accrued during the prior month and, within ten (10) days following Seller’s receipt of such invoice, Seller shall pay Buyer the amount of the Construction Delay Damages set forth in the invoice. Construction Delay Damages shall be refundable to Seller pursuant to Section 2(b) of this Exhibit B. The Parties agree that Buyer’s receipt of Construction Delay Damages shall be Buyer’s sole and exclusive remedy for Seller’s unexcused delay in achieving the Construction Start Date on or before the Guaranteed Construction Start Date, but shall (x) not be construed as Buyer’s declaration that an Event of Default has occurred under any provision of Section

11.1 and (y) not limit Buyer’s right to declare an Event of Default pursuant to Section 11.1(b)(ii) or 11.1(b)(iv) and receive a Damage Payment upon exercise of Buyer’s rights pursuant to Section 11.2.

2.Commercial Operation of the Facility. “Commercial Operation” means the condition existing when (i) Seller has fulfilled all of the conditions precedent in Section 2.2 of the Agreement and provided Notice from a Licensed Professional Engineer to Buyer substantially in the form of Exhibit H (the “COD Certificate”) and (ii) Seller has notified Buyer in writing that is has provided the required documentation to Buyer and met the conditions for achieving Commercial Operation. The “Commercial Operation Date” shall be the later of (x) sixty (60) days prior to the Expected Commercial Operation Date or (y) the date on which Commercial Operation is achieved.

Exhibit B
a. Seller shall use commercially reasonable efforts to cause Commercial Operation for the Facility to occur by the Guaranteed Commercial Operation Date. Seller shall notify Buyer that it intends to achieve Commercial Operation at least sixty (60) days before the anticipated Commercial Operation Date.
b. If Seller achieves Commercial Operation for the Facility by the Guaranteed Commercial Operation Date, all Construction Delay Damages paid by Seller shall be refunded to Seller. Seller shall include the request for refund of the Construction Delay Damages with the first invoice to Buyer after the Commercial Operation Date.
c. If Seller does not achieve Commercial Operation by the Guaranteed Commercial Operation Date, Buyer shall retain Construction Delay Damages and Seller shall pay Commercial Operation Delay Damages to Buyer for each day after the Guaranteed Commercial Operation Date until the Commercial Operation Date. On or before the tenth (10th) day of each month, Buyer shall invoice Seller for Commercial Operation Delay Damages, if any, accrued during the prior month and within ten (10) days following Seller’s receipt of such invoice, Seller shall pay Buyer the amount of the Commercial Operation Delay Damages set forth in such invoice. If Seller fails to timely pay any Construction Delay Damages or Commercial Operation Delay Damages, Buyer may draw upon the Development Security to satisfy Seller’s payment obligation thereof. The Parties agree that Buyer’s receipt of Commercial Operation Delay Damages shall be Buyer’s sole and exclusive remedy for Seller’s unexcused delay in achieving the Commercial Operation Date on or before the date that is one hundred and eighty (180) days after the Expected Commercial Operation Date, but shall (x) not be construed as Buyer’s declaration that an Event of Default has occurred under any provision of Section

11.1 and (y) not limit Buyer’s right to receive a Damage Payment upon exercise of Buyer’s remedies pursuant to Section 11.2.

3.Termination for Failure to Timely Achieve Commercial Operation. If the Facility has not achieved Commercial Operation within one hundred eighty (180) days after the Expected Commercial Operation Date, Buyer may elect to terminate this Agreement pursuant to Sections 11.1(b)(ii) and 11.2.

4.Extension of the Guaranteed Dates. The Guaranteed Construction Start Date and the Guaranteed Commercial Operation Date shall, subject to notice and documentation requirements set forth below, be automatically extended on a day-for-day basis (the “Development Cure Period”) for the duration of any delay arising out of any of the following circumstances:
a. a Force Majeure Event occurs, including a Force Majeure Event that delays Seller from acquiring all material permits consents, licenses, approvals or authorizations from any Governmental Authority required for Seller to own, construct, interconnect, operate or maintain the Facility; or
Exhibit B
b. the Interconnection Facilities or Network Upgrades are not complete and ready for the Facility to connect and sell Product at the Delivery Point by the Guaranteed Commercial Operation Date, despite the exercise of best efforts by Seller.

Notwithstanding anything in this Agreement to the contrary, the cumulative extensions granted under Section 4(a) and 4(b) of this Exhibit B under the Development Cure Period shall not exceed one hundred eighty (180) days, for any reason, including a Force Majeure Event. No extension shall be given if (i) the delay was the result of Seller’s failure to take all commercially reasonable actions to meet its requirements and deadlines, (ii) Seller failed to provide the requested documentation as provided below, or (iii) Seller failed to provide the written Notice to Buyer as required in the next sentence. Seller shall provide prompt written Notice to Buyer of a delay, but in no case more than thirty (30) days after Seller became aware of an actual delay affecting the Facility, except that in the case of a delay occurring within sixty (60) days of the Expected Commercial Operation Date, or after such date, Seller must provide written Notice within seven (7) Business Days of Seller becoming aware of such delay. As used in the preceding sentence, “actual delay” does not include Seller’s receipt of generic notices of potential delays. Upon request from Buyer, Seller shall provide documentation demonstrating to Buyer’s reasonable satisfaction that the delays described above did not result from Seller’s actions or failure to take commercially reasonable actions.

5. Failure to Reach Guaranteed Capacity. If, at Commercial Operation, the Installed Capacity is less than one hundred percent (100%) of Guaranteed Capacity, Seller shall have one hundred twenty (120) days after the Commercial Operation Date to install additional capacity such that the Installed Capacity is equal to (but not greater than) the Guaranteed Capacity, and Seller shall provide to Buyer a new certificate substantially in the form attached as Exhibit I hereto specifying the new Installed Capacity. In the event that the Installed Capacity is still less than the Guaranteed Capacity as of such date, Seller shall pay “Capacity Damages” to Buyer, in an amount equal to Buyer’s Fraction multiplied by Two Hundred Fifty Thousand Dollars ($250,000) for each MW that the Guaranteed Capacity exceeds the Installed Capacity, and the Guaranteed Capacity and other applicable portions of the Agreement shall be adjusted accordingly.

Exhibit C

EXHIBIT C

BRIDGE PRODUCT FACILITIES
Bridge Product Facilities List:

1. The Facility (listed in Exhibit A).

Form for Additional Facilities (if any)
Unit Name:

RPS ID:

CAISO Resource ID:

WREGIS ID:

Facility Location: County
Facility Location: State
Facility Location: Country
Facility Location: Longitude
Facility Location: Latitude
Balancing Authority Interconnection:

Facility Fuel Type:

Exhibit D

EXHIBIT D

HOURLY EXPECTED ENERGY
Hour
Ending Jan Feb Mar April May June July Aug Sep Oct Nov Dec 01 02
03 04
05 06
07 08
09 10
11 12
13 14
15 16
17 18
19 Exhibit D
20 21
22 23
24 Exhibit E

EXHIBIT E

PROGRESS REPORTING FORM
Each Progress Report must include the following items:

1. Executive Summary.

2. Facility description.

3. Site plan of the Facility.

4. Description of any material planned changes to the Facility or the Site.

5. Gantt chart schedule showing progress on achieving each of the Milestones.

6. Summary of activities during the previous calendar quarter or month, as applicable, including any OSHA labor hour reports.

7. Forecast of activities scheduled for the current calendar quarter.

8. Written description about the progress relative to Seller’s Milestones, including whether Seller has met or is on target to meet the Milestones.

9. List of issues that are likely to potentially affect Seller’s Milestones.

10. A status report of start-up activities including a forecast of activities ongoing and after start-up, a report on Facility performance including performance projections for the next twelve (12) months.

11. Prevailing wage reports as required by Law.

12. Progress and schedule of all major agreements, contracts, permits, approvals, technical studies, financing agreements and major equipment purchase orders showing the start dates, completion dates, and completion percentages.

13. Pictures, in sufficient quantity and of appropriate detail, in order to document construction and startup progress of the Facility, the interconnection into the Transmission System and all other interconnection utility services.

14. Any other documentation reasonably requested by Buyer.

Exhibit F-1
EXHIBIT F-1

FORM OF AVERAGE EXPECTED ENERGY REPORT
Average Expected Energy, MWh Per Hour
The foregoing table is provided for informational purposes only, and it shall not constitute, or be deemed to constitute, an obligation of any of the Parties to this Agreement.

Exhibit F-2
EXHIBIT F-2

FORM OF MONTHLY DELIVERY FORECAST
Day
HE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2
3 4
5 6
7 8
9 10
11 12
13 Exhibit F-2
14 15
16 17
18 19
20 21
22 23
24 Exhibit G

EXHIBIT G

GUARANTEED ENERGY PRODUCTION DAMAGES CALCULATION
In accordance with Section 4.7, if Seller fails to achieve the Guaranteed Energy Production during any Performance Measurement Period, a liquidated damages payment shall be due from Seller to Buyer, calculated as follows:
[(A – B) * (C – D)]
where:

A = the Guaranteed Energy Production amount for the Performance Measurement Period, in MWh
B = the Adjusted Energy Production amount for the Performance Measurement Period, in MWh
C = Replacement price for the Contract Year, in $/MWh, which is the sum of (a) the weighted average of the Integrated Forward Market hourly price for all the Reference Hours in the Performance Measurement Period, as published by the CAISO, for the Existing Zone Generation Trading Hub (as defined in the CAISO Tariff) for the Delivery Point weighted by hourly and monthly volumes in most recently delivered Average Expected Energy Report, plus (b) the lesser of (x) $50/MWh and (y) the market value of Replacement Green Attributes, as reasonably determined by Buyer.

D = the Contract Price
“Adjusted Energy Production” shall mean the sum of the following: Facility Energy + Deemed Delivered Energy + Lost Output + Replacement Product – Excess MWh. “Lost Output” has the meaning given in Section 4.7 of the Agreement. “Reference Hour” means any hour from hour-ending 0700 to hour-ending 2200 (i.e., 7:00 AM to 9:59 PM) on Monday through Sunday, Pacific Prevailing Time, excluding North American Reliability Council (NERC) holidays.
“Replacement Green Attributes” means Renewable Energy Credits of the same Portfolio Content Category (e.g., PCC1) as the Product and of the same timeframe for retirement as the Renewable Energy Credits that would have been generated by the Facility during the Performance Measurement Period for which the Replacement Green Attributes are being provided. “Replacement Energy” means energy and associated Green Attributes produced by a facility other than the Facility that, at the time delivered to Buyer, qualifies under Public Utilities Code 399.16(b)(1), and has Green Attributes that have the same or comparable value, including with respect to the timeframe for retirement of such Green Attributes, if any, as the Green Exhibit G
Attributes that would have been generated by the Facility during the Contract Year for which the Replacement Energy is being provided.
“Replacement Product” means (a) Replacement Energy, and (b) all Replacement Green Attributes.

No payment shall be due if the calculation of (A – B) or (C - D) yields a negative number. Buyer will send Seller Notice of the amount of damages owing, if any, which amount shall be payable to Buyer within thirty (30) days from the date of such Notice.

Exhibit H

EXHIBIT H

FORM OF COMMERCIAL OPERATION DATE CERTIFICATE
This certification (“Certification”) of Commercial Operation is delivered by _______[licensed professional engineer] (“Engineer”) to the [Buyer] (“Buyer”) in accordance with the terms of that certain Power Purchase Agreement dated _______ (“Agreement”) by and between [Seller] and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

As of [Date], Engineer hereby certifies and represents to Buyer the following:
(1) The Facility is fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System.
(2) Seller has installed equipment for the Facility with a nameplate capacity of no less than ninety-five percent (95%) of the Guaranteed Capacity.
(3) Seller has commissioned all equipment in accordance with its respective manufacturer’s specifications.
(4) The Facility’s testing included a performance test demonstrating peak electrical output of no less than ninety-five percent (95%) of the Guaranteed Capacity for the Facility at the Delivery Point, as adjusted for ambient conditions on the date of the Facility testing, and such peak electrical output, as adjusted, was [peak output in MW].
(5) Authorization to parallel the Facility was obtained by the PTO, [Name of PTO as appropriate] on___[DATE]____.
(6) The PTO has provided documentation supporting full unrestricted release for Commercial Operation by [Name of PTO as appropriate] on _______[DATE]_____. (7) The CAISO has provided notification supporting Commercial Operation, in accordance with the CAISO tariff on _______[DATE]_____.

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
By:

Its:

Date:

Exhibit I

EXHIBIT I

FORM OF INSTALLED CAPACITY CERTIFICATE
This certification (“Certification”) of Installed Capacity is delivered by _______[licensed professional engineer] (“Engineer”) to the [Buyer] (“Buyer”) in accordance with the terms of that certain Power Purchase Agreement dated _______ (“Agreement”) by and between [Seller] and [Buyer]. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

I hereby certify the performance test for the Facility demonstrated peak electrical output of __ MW AC at the Delivery Point, as adjusted for ambient conditions on the date of the performance test (“Installed Capacity”).

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
By:

Its:

Date:

Exhibit J

EXHIBIT J

FORM OF CONSTRUCTION START DATE CERTIFICATE
This certification (“Certification”) of the Construction Start Date is delivered by [SELLER ENTITY] (“Seller”) to the [Buyer] (“Buyer”) in accordance with the terms of that certain Power Purchase Agreement dated __________ (“Agreement”) by and between Seller and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Seller hereby certifies and represents to Buyer of the following:

1. Construction Start (as defined in Exhibit B of the Agreement) has occurred, and a copy of the notice to proceed that Seller issued to its contractor as part of the Construction Start is attached hereto;

2. the precise Site on which the Facility is located is, which must include some or all of the previously identified APNs (such description shall amend the description of the Site in Exhibit A):
_____________________________________________________________________ IN WITNESS WHEREOF, the undersigned has executed this Certification on behalf of Seller as of the ___ day of ________.
[SELLER ENTITY]
By:

Its:

Date:

Exhibit K

EXHIBIT K

FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address]
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date:

Bank Ref.:

Amount: US$[XXXXXXXX]
Expiry Date:

APPLICANT DETAILS TO BE PROVIDED
Beneficiary: [Buyer]
Ladies and Gentlemen:

By the order of __________ (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor of [Buyer] (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain Renewable Power Purchase Agreement dated as of [Date of Contract / Agreement should be in the past or on the date of issuance. In case of future contract date the Letter of Credit text will be adjusted to reflect this change] and as amended (the “Agreement”) between Applicant and Beneficiary. This Letter of Credit shall become effective immediately and shall expire on [XXXXXX] which is one year after the issue date of this Letter of Credit, or any expiration date extended in accordance with the terms hereof (the “Expiration Date”).

Funds under this Letter of Credit are available to Beneficiary by presentation on or before the Expiration Date of a dated statement purportedly signed by your duly authorized representative, in the form attached hereto as Exhibit A, containing one of the two alternative paragraphs set forth in paragraph 2 therein, referencing our Letter of Credit No. [XXXXXXX] (“Drawing Certificate”).

The Drawing Certificate may be presented by (a) physical delivery, or (b) facsimile to [bank fax number [XXX-XXX-XXXX]] confirmed by [email to [bank email address]] (if presented by fax it must be followed up by a phone call to us at [XXXXXX] or [XXXXXX] to confirm receipt) with the originals to follow via courier. The drawing will be effective upon our receipt of the original documents at the above noted address.

The original of this Letter of Credit (and all amendments, if any) is not required to be presented in connection with any presentment of a Drawing Certificate by Beneficiary hereunder in order to receive payment.

Exhibit K
We hereby agree with the Beneficiary that documents presented under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation to the Issuer on or before the Expiration Date. All payments made under this Letter of Credit shall be made with Issuer’s own immediately available funds by means of wire transfer in immediately available United States dollars to Beneficiary’s account as indicated by Beneficiary in its Drawing Certificate or in a communication accompanying its Drawing Certificate.

Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.

It is a condition of this Letter of Credit that the Expiration Date shall be deemed automatically extended without an amendment for a one year period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least one hundred twenty (120) days prior to any such Expiration Date we have sent to you written notice by registered mail or overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on the date specified in such notice. No presentation made under this Letter of Credit after such Expiration Date will be honored.

Notwithstanding any reference in this Letter of Credit to any other documents, instruments or agreements, this Letter of Credit contains the entire agreement between Beneficiary and Issuer relating to the obligations of Issuer hereunder.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No. 600 (the “UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit shall govern. In the event of an act of God, riot, civil commotion, insurrection, war or any other cause beyond Issuer’s control (as defined in Article 36 of the UCP) that interrupts Issuer’s business and causes the place for presentation of the Letter of Credit to be closed for business on the last day for presentation, the Expiration Date of the Letter of Credit will be automatically extended without amendment to a date thirty (30) calendar days after the place for presentation reopens for business. Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information], referring specifically to Issuer’s Letter of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available.

All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: [Address]. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect. [Bank Name]
___________________________ [Insert officer name]
[Insert officer title]
Exhibit K
Exhibit A: (DRAW REQUEST SHOULD BE ON BENEFICIARY’S LETTERHEAD) Drawing Certificate
[Insert Bank Name and Address]
Ladies and Gentlemen:

The undersigned, a duly authorized representative of [Buyer], as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) issued by [insert bank name] (the “Bank”) by order of __________ (the “Applicant”), hereby certifies to the Bank as follows:

1. Applicant and Beneficiary are party to that certain Renewable Power Purchase Agreement dated as of ___________, 20__ (the “Agreement”).

2. Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________ because a Seller Event of Default (as such term is defined in the Agreement) or other occasion provided for in the Agreement where Beneficiary is authorized to draw on the letter of credit has occurred.

OR
Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________, which equals the full available amount under the Letter of Credit, because Applicant is required to maintain the Letter of Credit in force and effect beyond the expiration date of the Letter of Credit but has failed to provide Beneficiary with a replacement Letter of Credit or other acceptable instrument within forty-five (45) days prior to such expiration date.

3. The undersigned is a duly authorized representative of [Buyer] and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

You are hereby directed to make payment of the requested amount to [Buyer] by wire transfer in immediately available funds to the following account:
[Specify account information]
_______________________________
Name and Title of Authorized Representative
Date___________________________
Exhibit L

EXHIBIT L

INTENTIONALLY OMITTED
Exhibit M

EXHIBIT M

INTENTIONALLY OMITTED
Exhibit N

EXHIBIT N

NOTICES
GOLDEN FIELDS SOLAR IV, LLC, a
Delaware limited liability company
(“Seller”)

CITY OF RANCHO CUCAMONGA
(“Buyer”)
All Notices:

Street: 4900 Scottsdale Road, Suite 5000
c/o Solar Asset Management LLC
City: Scottsdale, AZ 85251
Attn: Asset Management
Phone: 480-424-1300
Email: [email protected]
With a copy to:
5780 Fleet Street, Suite 130
Carlsbad, CA 9200
Attn: Legal Department
Phone: 760-710-3837
Email: [email protected]
All Notices:

Street: 10500 Civic Center Drive
City: Rancho Cucamonga, CA 91730
Attn: Fred Lyn and Trina Valdez
Phone: 909-774-4035
Email: [email protected] &
[email protected]
With a copy to:

Cameron-Daniel, P.C.
101 Morris Street, Suite 201
Sebastopol, CA 95472
Attn: Dan Griffiths
Phone: 916-471-9518
[email protected]
Reference Numbers:

Duns: 079640339
Federal Tax ID Number: 26-4322315
Reference Numbers:

Duns: 007052970
Federal Tax ID Number: 95-3213002
Invoices:

Attn: Accounts Payable
Phone: 480-424-1300
E-mail:

[email protected]
Invoices:

Attn: Fred Lyn and Catherine Allen
Phone: 909-774-4035
E-mail: [email protected] &
[email protected]
Scheduling:

Attn: Asset Management
Phone: 480-424-1300
E-mail: [email protected]
Scheduling:

Attn: Fred Lyn
Phone: 909-774-4035
Email: [email protected]
Confirmations:

Attn: Asset Management
Phone: 480-424-1300
E-mail: [email protected]
Confirmations:

Attn: Fred Lyn
Phone: 909-774-4035
Email: [email protected]
Exhibit N
GOLDEN FIELDS SOLAR IV, LLC, a
Delaware limited liability company
(“Seller”)

CITY OF RANCHO CUCAMONGA
(“Buyer”)
Payments:

Attn: Accounts Payable
Phone: 480-424-1300
E-mail:

[email protected]
Payments:

Attn: Catherine Allen
Phone: 909-774-4032
E-mail: [email protected]
Wire Transfer:

BNK: CitiBank
ABA: 031100209
ACCT: 38891478
Wire Transfer:

BNK: U.S. Bank
ABA: 122235821
ACCT: 158300181845
With additional Notices of an Event of
Default to:

Attn: Asset Management
Phone: 480-424-1300
E-mail: [email protected]
With a copy to:
5780 Fleet Street, Suite 130
Carlsbad, CA 9200
Attn: Legal Department
Phone: 760-710-3837
Email: [email protected]
With additional Notices of an Event of
Default to:

Attn: Fred Lyn
Phone: 909-744-4035
Email: [email protected]

With a copy to:

Cameron-Daniel, P.C.
101 Morris Street, Suite 201
Sebastopol, CA 95472
Attn: Dan Griffiths
Phone: 916-471-9518
[email protected]
Emergency Contact:

Attn: Asset Management
Phone: 480-424-1300
E-mail: [email protected]
Emergency Contact:

Attn: Fred Lyn
Phone: 909-774-4035
Email: [email protected]
Exhibit O

EXHIBIT O

SAMPLE CALCULATION OF COMPENSATION
Example A – Positive Market Price less than Contract Price If the applicable Market Price is $25/MWh, Delivered Energy for the Settlement Interval is 7 MWh, and Contract Price is $46/MWh;
Then, the amount payable to Seller for purposes of determining the compensation for the Settlement Interval pursuant to Section 3.14 (a) (i) (B) is $147, which is equal to the absolute value of (7 MWh * $25/MWh) – (7 MWh * $46/MWh).

Example B – Positive Market Price greater than Contract Price If the Market Price is $50.00/MWh, Delivered Energy for the Settlement Interval is 7 MWh, and Contract Price is $46/MWh;
Then, the amount payable to Buyer for purposes of determining the compensation for the Settlement Interval pursuant to Section 3.14 (a) (i) (A) is $28, which is equal to (7 MWh * $50/MWh) – (7/MWh * $46/MWh).

Example C – Negative Market Price greater than Negative LMP Floor If the applicable Market Price is negative $10/MWh, the applicable Negative LMP Floor is negative $13/MWh, Delivered Energy for the Settlement Interval is 7 MWh, and Contract Price is $46/MWh;
Then, the amount payable to Seller for purposes of determining the compensation pursuant to Section 3.14 (a) (i) (B) is $392, which is equal to the absolute value of (7 MWh * -$10/MWh) – (7/MWh * $46/MWh).

Example D – Market Curtailment Period
If the Market Price is negative $15/MWh, the applicable Negative LMP Floor is negative $13/MWh, Deemed Delivered Energy for the Settlement Interval is 7 MWh, and Contract Price is $46 / MWh;
Then the amount payable to Seller for purposes of determining the compensation pursuant to Exhibit P shall equal to 7 MWh * ($46/MWh + PTC Rate).

Example E – Deemed Delivered Energy within Curtailment Cap If the Market Price is negative $46/MWh, Deemed Delivered Energy for the current Settlement Interval within the Curtailment Cap is 7 MWh, and Contract Price = $46 / MWh; Then the amount payable to Seller for purposes of determining the compensation pursuant to Section 4.4(b) and Exhibit P is $0.

Exhibit P

EXHIBIT P

NEGATIVE PRICE CURTAILMENT PROTOCOL
Principal Concept:

Pursuant to Section 3.14 of the Agreement, the Parties establish this mutually agreed written protocol for negative price curtailment (the “Protocol”). The Parties agree that there is value in developing a process to facilitate a negative pricing bid strategy Protocol to capture Renewable Energy Credits. This Protocol may be revised by a subsequent written agreement among the Parties. Capitalized terms not defined in this Exhibit P have the meanings given to them in the Agreement.

Details:
•The Protocol will be in effect each Contract Year starting at Commercial Operations Date. •Buyer’s Facility Agent will establish and may from time to time revise a negative price for the Economic Bid (“Floor Price”) and will communicate it in writing to the Scheduling Coordinator and Seller no later than five (5) Business Days in advance of each month of the Contract Year. In no event shall the Floor Price exceed $0/MWh. The initial Floor Price shall be -$38/MWh until revised by Buyer’s Facility Agent. Should Buyer’s Facility Agent fail to update the Floor Price, Seller shall use the last Floor Price communicated by Buyer.

Buyer’s Facility Agent may not establish a Floor Price that is lower than the minimum floor price permitted in the CAISO Tariff.
•For each of the settlement scenarios presented below, the Parties will operate as follows:
oIn each Settlement Interval in which the Market Price is below the Floor Price, Seller shall curtail deliveries of Facility Energy (such interval, a “Market Curtailment Period”) and such Market Curtailment Period shall count toward the Curtailment Cap. oIn the Event of a Market Curtailment Period before the Curtailment Cap is reached, Buyer shall pay Zero Dollars ($0) for any resulting Deemed Delivered Energy. oIn the Event of a Market Curtailment Period after the Curtailment Cap is reached, with respect to all resulting Deemed Delivered Energy Buyer shall pay Seller the sum of (a) the Contract Price and (b) PTC Rate multiplied by the amount of energy (in MWh) that Seller could have delivered to Buyer but was prevented from delivering to Buyer due to Market Curtailment Period.
oIn each Settlement Interval in which the Market Price is below the Floor Price, in the event and to the extent that such period is subject to a Planned Outage, Forced Facility Outage, Force Majeure Event and/or Curtailment Order, the notwithstanding anything in this Exhibit P to the contrary, no Market Curtailment Period shall be deemed to have occurred, no hours will be counted against the Curtailment Cap, and no payment will be due for Deemed Delivered Energy.

Exhibit P
•The Parties may by mutual written agreement modify this Protocol from time to time to ensure that the economic benefits and costs are consistent with the Parties’ expectations under this Agreement
Exhibit Q

EXHIBIT Q

FORM OF GUARANTY
This Guaranty (this “Guaranty”) is entered into as of [_____] (the “Effective Date”) by and between [_____], a [______] (“Guarantor”), and [ (together with its successors and permitted assigns, “Buyer”). ]
Recitals
A. Buyer and Golden Fields Solar IV, LLC, a Delaware limited liability company (“Seller”), entered into that certain Renewable Power Purchase Agreement (as amended, restated or otherwise modified from time to time, the “PPA”) dated as of [____], 20___.

B. Guarantor is entering into this Guaranty as Performance Security to secure Seller’s obligations under the PPA, as required by Section 8.8 of the PPA.

C. It is in the best interest of Guarantor to execute this Guaranty inasmuch as Guarantor will derive substantial direct and indirect benefits from the execution and delivery of the PPA.

D. Initially capitalized terms used but not defined herein have the meaning set forth in the PPA.

Agreement

1. Guaranty. For value received, Guarantor does hereby unconditionally, absolutely and irrevocably guarantee, as primary obligor and not as a surety, to Buyer the full, complete and prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the PPA, including, without limitation, compensation for penalties, the Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the PPA (the “Guaranteed Amount”), provided, that Guarantor’s aggregate liability under or arising out of this Guaranty shall not exceed ________ Dollars ($___________). The Parties understand and agree that any payment by Guarantor or Seller of any portion of the Guaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other Person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the PPA, Guarantor shall promptly pay such amount as required herein.

2. Demand Notice. For avoidance of doubt, a payment shall be due for purposes of this Guaranty only when and if a payment is due and payable by Seller to Buyer under the terms and conditions of the Agreement. If Seller fails to pay any Guaranteed Amount as required pursuant to the PPA for five (5) Business Days following Seller’s receipt of Buyer’s written notice of such failure (the Exhibit Q
“Demand Notice”), then Buyer may elect to exercise its rights under this Guaranty and may make a demand upon Guarantor (a “Payment Demand”) for such unpaid Guaranteed Amount. A Payment Demand shall be in writing and shall reasonably specify in what manner and what amount Seller has failed to pay and an explanation of why such payment is due and owing, with a specific statement that Buyer is requesting that Guarantor pay under this Guaranty. Guarantor shall, within five (5) Business Days following its receipt of the Payment Demand, pay the Guaranteed Amount to Buyer.

3. Scope and Duration of Guaranty. This Guaranty applies only to the Guaranteed Amount.

This Guaranty shall continue in full force and effect from the Effective Date until the earlier of the following: (x) all Guaranteed Amounts have been paid in full (whether directly or indirectly through set-off or netting of amounts owed by Buyer to Seller), (y) replacement Performance Security is provided in an amount and form required by the terms of the PPA, or (z) one hundred eighty (180) days after the early termination of the PPA or expiration of the PPA by its terms.

Further, this Guaranty (a) shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of this Guaranty, and (b) subject to the preceding sentence, shall be discharged only by complete performance of the undertakings herein. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged, or otherwise affected and this Guaranty shall not be invalidated or impaired or otherwise affected for the following reasons:
(i) the extension of time for the payment of any Guaranteed Amount, or (ii) any amendment, modification or other alteration of the PPA, or (iii) any indemnity agreement Seller may have from any party, or (iv) any insurance that may be available to cover any loss, except to the extent insurance proceeds are used to satisfy the Guaranteed Amount, or
(v) any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, Seller or any of its assets, including but not limited to any rejection or other discharge of Seller’s obligations under the PPA imposed by any court, trustee or custodian or any similar official or imposed by any law, statue or regulation, in each such event in any such proceeding, or
(vi) the release, modification, waiver or failure to pursue or seek relief with respect to any other guaranty, pledge or security device whatsoever, or
(vii) any payment to Buyer by Seller that Buyer subsequently returns to Seller pursuant to court order in any bankruptcy or other debtor-relief proceeding, or (viii) those defenses based upon (A) the legal incapacity or lack of power or authority of any Person, including Seller and any representative of Seller to enter into the PPA or perform its Exhibit Q
obligations thereunder, (B) lack of due execution, delivery, validity or enforceability, including of the PPA, or (C) Seller’s inability to pay any Guaranteed Amount or perform its obligations under the PPA, or
(ix) any other event or circumstance that may now or hereafter constitute a defense to payment of the Guaranteed Amount, including, without limitation, statute of frauds and accord and satisfaction;
provided that, subject to Guarantor’s payment of a Guaranteed Amount in accordance with Paragraph 2, Guarantor reserves the right to assert for itself in a subsequent proceeding any defenses, setoffs or counterclaims that Seller is or may be entitled to assert against Buyer (except for such defenses, setoffs or counterclaims that may be asserted by Seller with respect to the PPA, but that are expressly waived under any provision of this Guaranty).

4. Waivers by Guarantor. Guarantor hereby unconditionally waives as a condition precedent to the performance of its obligations hereunder, with the exception of the requirements in Paragraph 2, (a) notice of acceptance, presentment or protest with respect to the Guaranteed Amounts and this Guaranty, (b) notice of any action taken or omitted to be taken by Buyer in reliance hereon, (c) any requirement that Buyer exhaust any right, power or remedy or proceed against Seller under the PPA, and (d) any event, occurrence or other circumstance which might otherwise constitute a legal or equitable discharge of a surety. Without limiting the generality of the foregoing waiver of surety defenses, it is agreed that the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder:
(i) at any time or from time to time, without notice to Guarantor, the time for payment of any Guaranteed Amount shall be extended, or such performance or compliance shall be waived; (ii) the obligation to pay any Guaranteed Amount shall be modified, supplemented or amended in any respect in accordance with the terms of the PPA; (iii) subject to Paragraph 9, any (a) sale, transfer or consolidation of Seller into or with any other entity, (b) sale of substantial assets by, or restructuring of the corporate existence of, Seller or (c) change in ownership of any membership interests of, or other ownership interests in, Seller; or (iv) the failure by Buyer or any other Person to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, Buyer or any Person.

5. Subrogation. Notwithstanding any payments that may be made hereunder by the Guarantor, Guarantor hereby agrees that until the earlier of payment in full of all Guaranteed Amounts or expiration of the Guaranty in accordance with Paragraph 3, it shall not be entitled to, nor shall it seek to, exercise any right or remedy arising by reason of its payment of any Guaranteed Amount under this Guaranty, whether by subrogation or otherwise, against Seller or seek contribution or reimbursement of such payments from Seller.

6. Representations and Warranties. Guarantor hereby represents and warrants that (a) it has all necessary and appropriate [limited liability company][corporate] powers and authority and the Exhibit Q
legal right to execute and deliver, and perform its obligations under, this Guaranty, (b) this Guaranty constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting enforcement of creditors’ rights or general principles of equity, (c) the execution, delivery and performance of this Guaranty does not and will not contravene Guarantor’s organizational documents, any applicable Law or any contractual provisions binding on or affecting Guarantor, (d) there are no actions, suits or proceedings pending before any court, governmental agency or arbitrator, or, to the knowledge of the Guarantor, threatened, against or affecting Guarantor or any of its properties or revenues which may, in any one case or in the aggregate, adversely affect the ability of Guarantor to enter into or perform its obligations under this Guaranty, and (e) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority, and no consent of any other Person (including, any stockholder or creditor of the Guarantor), that has not heretofore been obtained is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by Guarantor.

7. Notices. Notices under this Guaranty shall be deemed received if sent to the address specified below: (i) on the day received if served by overnight express delivery, and (ii) four Business Days after mailing if sent by certified, first class mail, return receipt requested. If transmitted by facsimile, such notice shall be deemed received when the confirmation of transmission thereof is received by the party giving the notice. Any party may change its address or facsimile to which notice is given hereunder by providing notice of the same in accordance with this Paragraph 7.

If delivered to Buyer, to it at
If delivered to Guarantor, to it at
[____]
Attn: [____] Fax: [____]
[____]
Attn: [____] Fax: [____]

8. Governing Law and Forum Selection. This Guaranty shall be governed by, and interpreted and construed in accordance with, the laws of the United States and the State of California, excluding choice of law rules. The Parties agree that any suit, action or other legal proceeding by or against any party (or its affiliates or designees) with respect to or arising out of this Guaranty shall be brought in the federal courts of the United States or the courts of the State of California sitting in the County of San Bernadino, California.

9. Miscellaneous. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Buyer and its successors and permitted assigns pursuant to the PPA. No provision of this Guaranty may be amended or waived except by a written instrument executed by Guarantor and Buyer. This Guaranty is not assignable by Guarantor without the prior Exhibit Q
written consent of Buyer. No provision of this Guaranty confers, nor is any provision intended to confer, upon any third party (other than Buyer’s successors and permitted assigns) any benefit or right enforceable at the option of that third party. This Guaranty embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings of the parties hereto, verbal or written, relating to the subject matter hereof. If any provision of this Guaranty is determined to be illegal or unenforceable (i) such provision shall be deemed restated in accordance with applicable Laws to reflect, as nearly as possible, the original intention of the parties hereto and (ii) such determination shall not affect any other provision of this Guaranty and all other provisions shall remain in full force and effect. This Guaranty may be executed in any number of separate counterparts, each of which when so executed shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Guaranty may be executed and delivered by electronic means with the same force and effect as if the same was a fully executed and delivered original manual counterpart. [Signature on next page]
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered by its duly authorized representative on the date first above written.

GUARANTOR:
[_______]
By:______________________________
Printed Name:__________________ Title:____________________________ BUYER:
[_______]
By:______________________________ Printed Name:__________________ Title:____________________________
By:______________________________
Printed Name:__________________ Title:____________________________ 4 2
6 6

BUYERS' FACILITY AGENT AGREEMENT
(related to the Power Purchase Agreement for the Golden Fields Solar Facility ) AMONG

CITY OF MORENO VALLEY
(as "Buyers' Agent")
AND

CITY OF RANCHO CUCAMONGA
AND

EASTSIDE POWER AUTHORITY
(together, as ''Limited Buyers")
Dated as of _______________
("Effective Date")
ATTACHMENT 2ATTACHMENT 2
4 2
6 6

BUYERS' FACILITY AGENT AGREEMENT
This BUYERS' FACILITY AGENT AGREEMENT (''Agreement"), dated as of _______________ 202_, is being entered into by and among the CITY OF MORENO VALLEY, a California municipal corporation organized under the laws of the State of California ("Moreno Valley"), as "Buyers' Agent," and the CITY OF RANCHO CUCAMONGA, a California municipal corporation organized and existing under the laws of the State of California ("Rancho Cucamonga"), and the EASTSIDE POWER AUTHORITY, a joint powers authority and a public entity organized under the laws of the State of California ("Eastside"). Collectively, Rancho Cucamonga and Eastside shall be referred to herein as "Limited Buyers." This Agreement relates to the administration of duties with respect to the "Buyers' Facility Agent" in the certain POWER PURCHASE AGREEMENTS of the respective Parties, relating to the Golden Fields Solar IV Facility (“GF Agreement"). Each Buyer Agent and Buyer is referred to individually in this Agreement as a “Party” and together as the "Parties."

RECITALS
A. Capitalized terms in this Agreement shall have the meanings given to such terms (i) in the GF Agreement or (ii) in the body of this Agreement (as first identified in parentheses and underscored font).

B. In connection with the development and acquisition of their respective long-term renewable energy generation resources, the Buyers have identified a 10 MW solar photovoltaic facility ("Facility") to be developed by Golden Fields Solar IV LLC, a subsidiary of Clearway Energy ("Seller").

C. The Buyers have participated in negotiations for and have entered into the GF Agreement with Seller for the development of the Facility and the sale of Products from the Facility.

D. The GF Agreement includes provisions for Moreno Valley to act as Buyers' Agent, on its own behalf and for and on behalf of Eastside and Rancho Cucamonga in certain circumstances, as expressly provided in the GF Agreement.

E. Each of the Buyers intends by this Agreement to provide the manner and means to coordinate the exercise of certain of the Buyers' rights and activities with respect to the GF Agreement and to authorize Moreno Valley, acting as the Buyers' Agent, to provide such approvals, determinations, responses and other actions under the GF Agreement on behalf of the Buyers in order to carry out the applicable terms thereof and realize the related benefits thereunder.
2 AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1
EFFECTIVE DATE; TERM

1.1 Effective Date. This Agreement shall be effective as of the date on which all Parties have executed this Agreement and the GF Agreement is effective (“Effective Date'').

Buyers' Agent shall confirm its acknowledgement of the Effective Date by electronic mail to the Limited Buyers as soon as reasonably practicable following the Effective Date, providing as attachments to such electronic mail transmittal electronic copies of (i) the cover page of this Agreement and (ii) a conformed copy of this Agreement.

1.2 Term. The term of this Agreement shall commence on the Effective Date and continue coterminous with the GF Agreement.

ARTICLE 2
APPOINTMENT OF BUYERS' AGENT; RELATIONSHIPS

2.1 Appointment and Acceptance. Subject to the terms and conditions of this Agreement, the Limited Buyers hereby appoint and authorize Moreno Valley to act as the Buyers' Agent on behalf of Buyers. The Limited Buyers acknowledge and agree that, by this appointment, Buyers' Agent has the power and authority to take such actions, grant such consents, and bind Buyers with respect to the matters provided for in the GF Agreement, subject to the processes described in this Agreement. Moreno Valley hereby accepts the appointment as Buyers' Agent and agrees to act as Buyers' Agent for and on behalf of the Limited Buyers as well as on its own behalf, all as provided in this Agreement.

2.2 Limitation on Appointment. Notwithstanding any provision to the contrary in this Agreement, Buyers' Agent shall not have any authority, duties or responsibilities except those expressly set forth herein and in the GF Agreement, and those duties and responsibilities reasonably incidental thereto. No fiduciary function, responsibility, duty, obligation or liability shall be read into this Agreement or otherwise exist against Buyers' Agent. The duties of Buyers' Agent are and shall be ministerial and administrative in nature and Buyers' Agent shall not, by reason of this Agreement or actions taken under this Agreement, be a trustee or fiduciary for the Limited Buyers.

2.3 Reliance by Buvers' Agent. Buyers' Agent shall be entitled to rely upon, and shall be fully protected in relying upon, (a) any notice, consent, certificate, affidavit, letter, fax, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and (b) advice and statements of legal counsel and other experts selected by Buyers' Agent. Buyers' Agent may seek the advice, concurrence or prior indemnification from the Limited Buyers concerning any matters of judgment or discretion. Buyers' Agent shall be justified in failing or refusing to take any action 3 unless Buyers' Agent shall first receive such advice, concurrence or assurance of the Limited Buyers (or an individual Limited Buyer, as the case may be), as Buyers' Agent shall reasonably determine to be necessary.

2.4 Non-Reliance on Buvers' Agent. The Limited Buyers each expressly acknowledge that Buyers' Agent has not made any representations or warranties to the Limited Buyers and that no action hereafter taken by Buyers' Agent shall be deemed to constitute a representation or warranty by Buyers' Agent. Each Limited Buyer represents to Buyers Agent and the other Limited Buyers that it has, independently and without reliance upon Buyers' Agent or any of the other Limited Buyers, and based on such documents and information as each Limited Buyer has deemed appropriate, made its own appraisal of and investigation into the GF Agreement and made its own decision to enter into this Agreement. Each Buyer also covenants that it will, independently and without reliance upon Buyers' Agent, continue to make its own decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to matters under the GF Agreement.

ARTICLE 3

BUYERS' AGENT'S DUTIES

3.1 General.Under the GF Agreement. Buyers' Agent is specified as the Buyer that shall receive notices from Seller, provide responses to certain action by the Seller and issue various approvals and determinations. Buyers' Agent's duties shall be classified under two categories: (a) administrative, which principally relates to the distribution and processing of notices and information under the GF Agreement (as further described in Section 3.2) and (b) material, which principally relates to the exercise of Buyers' material rights and activities with respect to the GF Agreement (as further described in Section 3.3). Additionally, Buyers' Agent shall be responsible for taking certain additional action that may be necessary or convenient to matters related to the GF Agreement (as further described in Section 3.4).

3.2 Administrative Actions. Unless an action is considered a Material Action, as described in Section 3.3, Buyers' Agent shall perform the actions required of a Buyers' Agent in the GF Agreement in a manner that Buyers' Agent believes to be reasonable, and without advance input from or notice to the Limited Buyers. For all such administrative actions, Buyers' Agent shall provide reasonably prompt notice to the Limited Buyers of action taken by Buyers' Agent or information received from Seller, as the case may be.

3.3 Material Actions. The following actions, and no other actions under the GF Agreement, shall constitute "Material Actions" and shall require direction from the Material Actions Committee, as defined and described in Article 4, in order for Buyers' Agent to perform such actions:
(a) Setting and approval of the Floor Price.
(b) Approval of Scheduled Maintenance schedules, and related actions. (c) Approval of any lien on any portion of the Facility or any other property or assets that are related to the operation, maintenance and use of the Facility. 4 (d) Approval of the equation relating to Deemed Delivered Energy. (e) Negotiation and agreement of the Facility Lender consent. (f) Consent to any Change of Control.
(t) Determination as to whether Seller will defend Buyer Indemnified Parties from legal action.
(g) Approval of a different condition or use of the Facility following damage or destruction of the Facility.
(h) Consent to Seller's actions with respect to condemnation or other taking of the Facility.
(i) Notification to Seller as to whether to pursue or cancel their respective right of first offer.

3.4 Additional Actions. Buyers' Agent shall take the following actions that may be necessary or convenient to matters related to the GF Agreement:
(a) Buyers' Agent shall provide the MAC and MAC Representatives (as such terms are defined and described in Article 4) information that may be useful to the MAC's decision with respect to a Material Action, including studies, material or services. (b) Buyers' Agent shall furnish any other reasonable assistance, service or information related to a matter under the GF Agreement, as reasonably requested by the MAC or a MAC Representative.

3.5 Delegation of Duties. Buyers' Agent may execute any of its duties under this Agreement by or through independent contractors, representatives, agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Buyers' Agent shall not be responsible for the negligence or misconduct of any independent contractors, representatives, agents or attorneys-in-fact selected by it; provided, however, Buyers' Agent shall use commercially reasonable care to ensure that such third-party providers (a) maintain errors and omission and liability insurance in a form and amount reasonably appropriate for the services provided and (b) indemnify the Limited Buyers for liability or costs incurred by the Limited Buyers as a result of negligent action or inaction by the third-party provider. The Limited Buyers shall be subrogated to all claims of Buyers' Agent against such independent contractors, representatives, agents or attorneys-in-fact.

ARTICLE 4

MATERIAL ACTIONS COMMITTEE

4.1 Establishment and Authorization of Material Actions Committee. The Material Actions Committee ("'MAC") is hereby established and authorized to act on behalf of each of the Buyers for the purposes of (a) providing coordination among the Buyers in carrying out certain collective actions related to Material Actions and (b) providing the manner and means for achieving agreement among the Buyers with respect to such collective actions.

4.2 MAC Representatives. The MAC shall consist of a single representative ("MAC Representative'") from each of the Buyers. Each of the Buyers shall, within thirty (30) days of the Effective Date of this Agreement, give notice to the other Buyers of its MAC Representative.

An alternate MAC Representative may be appointed to act on behalf of any MAC Representative by similar written notice. An alternate MAC Representative may attend all meetings of the MAC but may vote only if the MAC Representative for whom the alternate serves is absent.

4.3 Voting Shares; Effective Vote. The voting share associated with each MAC Representative shall correspond to the Buyers' Percentage of Facility Output, as follows: Moreno Valley (60%); Rancho Cucamonga (30%); and Eastside (10%). Unless all of the Buyers shall determine otherwise, actions of the MAC shall require the affirmative vote of MAC Representatives having a voting share equal to or greater than seventy percent (70%). Each of the Buyers agrees that the vote of the MAC Committee with respect to a Material Action shall be determinative as to such matter and shall constitute the agreement of the Buyers as to such matter for purposes of the GF Agreement.

4.4 Chairperson; Quorum. Unless all of the Buyers shall determine otherwise, the Chairperson of the MAC shall be Moreno Valley's MAC Representative, or the alternate thereto.

The Chairperson shall be responsible for calling and presiding over meetings of the MAC. For the purpose of conducting meetings, a quorum shall exist so long as MAC Representatives having a voting share equal to or greater than seventy percent (70%) are present. The conducting of MAC meetings, including voting at such meetings, may be by assembled meeting or by telephone or video conferencing, or by any combination thereof, to the extent permitted by law.

4.5 Use of Administrative Exhibits. Buyers' Agent may use exhibits to confirm or implement provisions of this Agreement or the GF Agreement. The Parties intend that such exhibits shall be ministerial or administrative in nature, and shall not affect a material right or obligation under this Agreement or the GF Agreement. Exhibits may be added to this Agreement, and modified or deleted, by an affirmative vote of MAC Representatives having a voting share equal to or greater than seventy percent (70%). Upon such affirmative vote, the exhibit shall become an integrated part of this Agreement. Buyers' Agent shall provide notice to the Buyers of the addition, modification or deletion of any exhibit. The then-current list of exhibits shall be contained in Exhibit A to this Agreement, as may be modified from time to time. In the event of any conflict between this document and any exhibit, the terms and provisions of this document, as may be amended from time to time, shall control. In the event of any conflict between or among the exhibits, the exhibit of latest date shall control.

4.6 Floor Price. Buyers’ Agent shall upon five days (5) notice to the Limited Buyers, adjust the Floor Price under the GF Agreement in its discretion. Any Limited Buyer may request that the floor price adjustment be subject to a vote of the MAC under Section 4.3. 5 6
ARTICLE 5

SUCCESSOR BUYERS' AGENT
Subject to the terms of this Article 5 and the GF Agreement, Buyers' Agent may resign as Buyers' Agent upon no less than ninety (90) days' advance written notice to the Limited Buyers. Upon receipt of Buyers' Agent's notice, the Buyers shall work cooperatively and in good faith to appoint a successor Buyers' Agent. The Buyers may appoint another Buyer to act as successor Buyers' Agent upon satisfaction of the following conditions: (a) the Buyer agrees to assume Buyers' Agent's responsibilities and (b) the Buyer has been approved by MAC Representatives having a voting share equal to or greater than seventy percent (70%). Until such appointment is made, the Buyers shall act reasonably in appointing a new Buyers' Agent, and when necessary, the Buyers' Agent shall be the Buyer with the largest applicable MW share of the Facility.

ARTICLE6
COSTS

6.1 General. All reasonable and customary expenses, including, without limitation, reasonable attorneys' fees and legal expenses, incurred by Buyers' Agent in the performance of its duties hereunder shall be allocated to and paid by the Buyers, including Moreno Valley, based on each Buyers' Percentage of Facility Output, which presently is as follows: Moreno Valley (60%); Rancho Cucamonga (30%); and Eastside (10%). As requested by Limited Buyers from time to time, Buyers' Agent shall provide an estimate of future expenses.

6.2 Pavment and Audit. From time to time, and at such times as Buyers' Agent shall determine (not more frequently than monthly), Buyers' Agent shall submit to each Buyer a request and requisition for payment by such Buyer of its proportionate share of expenses under this Agreement. Each Buyer shall pay or cause to be paid the amount of such request and requisition within thirty (30) days after receipt thereof. If a Party fails to pay any such request or requisition when due, interest shall accrue, to the extent permitted by law, at a rate equal to the Interest Rate as defined in the GF Agreement until payment is made. At such reasonable times as shall be requested by a Buyer, the books and cost records of Buyers' Agent relevant to expenses under this Agreement shall be subject to audit by such Buyer, at such Buyer's sole cost and expense.

ARTICLE 7

LIABILITY

7.1 Exculpatory Provision. Buyers' Agent shall not be (a) liable for any action lawfully taken or omitted to be taken by Buyers' Agent under or in connection with this Agreement, except for Buyers' Agent's gross negligence or willful misconduct or (b) responsible in any manner for (i) warranties made by Seller in the GF Agreement or in any certificate, report, statement or other document referred to or received by Buyers' Agent under or in connection with the GF Agreement ("Seller Statements"), (ii) the validity, effectiveness, 7 genuineness, enforceability, priority or sufficiency of the Seller Statements, or (iii) any failure of Seller to perform its obligations under the GF Agreement.

7.2 Modifying or Explanatory Provisions.
(a) The exculpatory provision set forth in Section 7.1 shall apply to all types of claims or actions including, but not limited to, claims or actions based on contract or tort. (b) Except as expressly stated in the GF Agreement or this Agreement, Buyers' Agent shall not be under any obligation to ascertain or to inquire as to the observance or performance of Seller's obligations under the GF Agreement, or to inspect the books or records of Seller.
(c) For the avoidance of doubt, a Party may protect and enforce its rights under this Agreement by a suit or suits in equity for specific performance of any obligation or duty of any other Party and Buyers' Agent may enforce by any legal means its right to payment for costs incurred under this Agreement.
(d) The rights, obligations and liabilities of Moreno Valley, as Buyers' Agent under this Agreement and the GF Agreement shall not apply to or otherwise be affected by, and shall be deemed and interpreted to be legally separate from, the rights, obligations and liabilities of Moreno Valley as a Buyer under this Agreement and the GF Agreement.

7.3 Allocation of Liabilitv. Excluding liability or cost associated with the gross negligence or willful misconduct by Buyers' Agent, which shall be solely the responsibility of Buyers' Agent, all liability or cost under this Agreement, including liability or cost associated with Buyers' Agent performance of duties under this Agreement, shall be allocated in accordance with each Buyers' Percentage of Facility Output.

ARTICLES

DISPUTES

8.1 Dispute or Claim. Any action, claim or dispute that any Party may have against another Party or Parties arising out of this Agreement ("Dispute") shall be submitted in writing to the other Parties. The written submission of any Dispute shall include a concise statement of the question or issue in dispute together with a statement listing the relevant facts and documents that support the claim.

8.2 Good Faith Resolution; Informal Negotiation. The Parties agree to cooperate in good faith to attempt to achieve an expeditious resolution of such a Dispute. Pending resolution of such Dispute, unless otherwise provided for under this Agreement, the Parties shall proceed diligently with the performance of their respective obligations pursuant to the terms of this Agreement. Prior to initiating litigation, as described in Section 8.3, the Parties shall first attempt in good faith to resolve any Dispute through settlement discussions among the MAC Representatives.
8 8.3 Litigation Rights. Subject to Section 8.2, if the Parties are unable to satisfactorily resolve the Dispute within thirty (30) days from the receipt of notice of the Dispute, subject to any extensions of time as may be mutually agreed upon in writing, a Party may initiate litigation in a court of law with jurisdiction located in Riverside County, California, which shall be the exclusive venue to litigate disputes.

8.4 No Attornevs Fees. If any action is brought at law or in equity in any court or through any alternative mutually agreeable dispute resolution process to enforce any provision of this Agreement, or for damages by reason of any alleged breach of this Agreement, the Parties mutually agree that each Party to this Agreement shall bear its own attorneys fees and costs.

ARTICLE 9

MISCELANEOUS

9.1 Incorporation of the GF Agreement. By this reference, the GF Agreement is specifically incorporated herein and made a part hereof.

9.2 Entire Agreement. Subject to Section 4.5 and Section 9.1, this Agreement contains all representations and the entire understanding among the Parties with respect to the duties and functions of the Buyers' Agent. No other representations are intended or shall be implied. Any prior contemporaneous correspondence, memoranda, or agreements, whether oral or written, which are in conflict with this Agreement are intended to be replaced in total by this Agreement.

9.3 Governing Law. This Agreement was made and entered into in the State of California and shall be governed by, interpreted and enforced in accordance with the laws of the State of California, without regard to conflict of law principles.

9.4 Representation . The Parties acknowledge that each Party was represented by counsel in the negotiation and execution of this Agreement, and any uncertainty or ambiguity in this Agreement shall not be interpreted against a Party on the basis that the Party drafted the language, but shall be interpreted according to the application of the rules on interpretation of contracts.

9.5 Notice. Notices provided under this Agreement, including administrative notices that relate to the distribution and processing of information under the GF Agreement (as further described in Section 3.2), shall be in writing and sent via electronic mail (return receipt requested, if necessary or advisable) to the persons specified below:

Moreno Valley
Attention: Jason Niccoli and Dean Ayer
Email: [email protected] and [email protected]
9 Eastside Power Authoritv
Attention: Cori Bradley
Email: [email protected]
Rancho Cucamonga
Attention: Fred Lyn
Email: [email protected]
By written notice given to the other Parties, a Party may change the name or electronic mail address of its representative, or may add additional recipients to whom notices under this Agreement should be provided.

9.6 Severability. In case any one or more of the provisions of this Agreement shall for any reason be held to be illegal or invalid by a court of competent jurisdiction, it is the intention of each of the Parties that such illegality or invalidity shall not affect any other provision, but rather that this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained, unless a court holds that the provisions are not separable from all other provisions of this Agreement.

9.7 Amendments. The Parties acknowledge and agree that any amendment to this Agreement shall be in writing and duly executed by the Parties. 10 ARTICLE 10

SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have duly caused this Agreement to be executed by their duly authorized representatives.

CITY OF MORENO VALLEY

CITY OF RANCHO

CUCAMONGA
By:

N am e:

Title:

D ate:

By:

N am e:

Title:

D ate:

EASTSIDE POWER

AUTHORITY
By:

N am e:

Title:

D ate:

EE
DATE: December 20, 2023
TO: Mayor and Members of the City Council
FROM: John R. Gillison, City Manager
INITIATED BY: Ray Casey, Interim Public Works Services Director Richard Favela, Jr., Streets, Storm Drain and Fleet Superintendent Kenneth Fung, Associate Engineer
SUBJECT: Consideration to Accept the Concrete Rehabilitation Project FY 22-23 as Complete, File the Notice of Completion, and Authorize Release of Retention and Bonds. (CITY)
RECOMMENDATION:

Staff recommends the City Council:

1. Accept the Concrete Rehabilitation Project FY 22-23, Contract No. 2023-098, as complete.

2. Approve the final contract amount of $531,703.00.

3. Authorize the release of the Faithful Performance Bond.

4. Authorize the release of the Labor and Materials Bond in the amount of $471,295.00, six months after the recordation of said notice if no claims have been received.

5. Authorize the Public Works Services Director to file a Notice of Completion and release of the retention in the amount of $26,585.15, 35 days after acceptance.

BACKGROUND:

The Concrete Rehabilitation Project FY 22-23 scope of work consisted of the removal and replacement of the existing PCC sidewalks, curbs and gutters and drive approaches that were damaged or uplifted by nearby tree roots along with other related items of work as shown on the project plans. The project area is east of Haven Avenue between Lemon Avenue and Banyan Street along with various parks and paseos in Landscape Maintenance Districts (LMDs) 2 and 4R. Pertinent information of the project is as follows:

Budgeted Amount: $583,720.00
Publish Dates for Local Paper: April 25, 2023 and May 2, 2023 Bid Opening: May 16, 2023
Contract Award Date: June 7, 2023
Low Bidder: CT&T Concrete Paving, Inc.

Contract Amount: $471,295.00
Contingency: $112,425.00
Final Contract Amount: $531,703.00
Difference in Contract Amount: $60,408.00 (12.8 %)

Page 2 ends

Rancho Cucamonga City CouncilDecember 20, 2023

Rancho Cucamonga City Council
December 20, 2023